Canada-Quebec City-310/390 St. Vallier Street East and 381 Fleurie Street Commercial Lease - Societe en Commandite Edifice Le Soleil and Recrusoft Inc.
COMMERCIAL LEASE
APPEARING:
SOCIETE EN COMMANDITE EDIFICE LE SOLEIL, a duly constituted legal person
(limited partnership), acting through its general partner, 9057-6133 Quebec
Inc., having a place of business at 255 St. Jacques Street, Suite 100, Montreal,
Quebec, H2Y 1M6, acting herein by its representative, Mr. Michel Cyr, duly
authorized as he so states;
(hereinafter the "LESSOR")
AND
RECRUSOFT INC., a duly constituted company, having its head office at 1379
Chemin Ste. Foy, Suite 202-C, Quebec City, G1S 2N2, acting herein by its
representative, Mr. Martin Ouellet, duly authorized as he so states;
(hereinafter the "LESSEE")
WHICH AGREE AS FOLLOWS:
ARTICLE 1
DEFINITIONS
Unless otherwise provided herein or incompatible with the context, the
following words and terms, where used in this lease, have the following meaning:
1.1 "Certification" - a formal statement of eligibility issued by the
Finance Ministry of the Province of Quebec entitling an entrepreneur to
set up a CDTI in return for compliance with certain conditions
established by regulation;
1.2 "Leasehold improvements"- all improvements, facilities and additions
made to the leased premises by the LESSEE or for the benefit of the
LESSEE from time to time, excluding any improvement, facility and
addition included in the LESSOR's work, in particular, but without
limiting the generality of the foregoing, all the permanent partitions,
doors, mechanical, electrical and service facilities, lighting fixtures,
floor coverings, ceilings, blinds, draperies, signs and elements that
cannot be moved without damaging the leased premises, but with the
exception of furniture, movable dividers and equipment used by the
LESSEE in connection with the operation of its business;
1.3 "Lease year" - each successive period of twelve (12) months included
during the term of the lease, the first lease year commencing on the
starting date of the lease;
1.4 "CDTI" or "Centre de developpement des technologies de l'information" -
The Information Technology Development Centre housed in the immovable
pursuant to an agreement between the Quebec Finance Ministry and the
LESSOR;
1.5 "Lease starting date" - the date of delivery or, where such date is
earlier, the date on which the LESSOR actually handed over possession of
the leased premises to the LESSEE in accordance with paragraph 3.1
herein;
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EXHIBIT 10.10
1.6 "Delivery date"- has the meaning ascribed to it in paragraph 3.1 herein;
1.7 "Lease term"- the period described in paragraph 3.1 herein;
1.8 "Building"- the buildings known as "Block A", "Block B" and "Block C"
erected on the land and bearing the respective civic addresses of 310
St. Vallier Street East, Quebec City, 390 St. Vallier Street East,
Quebec City, and 381 Fleurie Street, Quebec City, as they may be
modified or extended, from time to time;
1.9 "Certified entrepreneur" - an entrepreneur holding certification;
1.10 "LESSEE's communications equipment"- has the meaning ascribed to it in
paragraph 9.4 herein;
1.11 "Common areas and facilities"- the areas and facilities inside or
outside the immovable, excluding areas set aside by the LESSOR for
rental. In particular, but without limiting the generality of the
foregoing, sidewalks, landscaping, enclosed or open courtyards,
merchandise shipping and receiving areas, restrooms reserved for the
common use of the tenants, fire-alarm, heating, air conditioning,
ventilation, plumbing, drainage and automatic sprinkler systems,
including the accessories to these systems, facilities and shelters or
partitions built for the purposes of these systems, stairs or
escalators, elevators, hallways, customary signs and maintenance
equipment, as well as all areas, facilities and common use areas or
equipment rooms provided or designated as such by the LESSOR for the use
or benefit of the LESSEE, its employees, customers or other persons who
the LESSEE invites into the leased premises, shared with other persons
who are entitled to the use and benefit of such areas, facilities or
equipment rooms;
1.12 "Regular business hours" - the business hours indicated in paragraph 9.2
herein;
1.13 "Immoveable" - the land and the building;
1.14 "Leased premises" - has the meaning ascribed to it in paragraph 2.1
herein;
1.15 "Rent" - the amounts payable by the LESSEE to the LESSOR in accordance
with paragraph 5.1 herein, as such may be adjusted in accordance with
paragraphs 5.4 and 9.2 herein;
1.16 "BOMA standard" - the American national standard used for measuring the
area of premises in office buildings, ANSI/BOMA Z 65.1-1996;
1.17 "LESSEE's share" - the percentage represented by the rental area of the
leased premises in relation to the building's rental area;
1.18 "Rental area of the building" - the rental area of the building,
excluding the building known as "Block B", expressed in square feet and
calculated in accordance with the BOMA standard;
1.19 "Rental area of the leased premises" - has the meaning ascribed to it in
paragraph 2.1 herein;
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EXHIBIT 10.10
1.20 "Rental area of the CDTI" - the rental area of all office space reserved
by the LESSOR for rental purposes to certified entrepreneurs expressed
in square feet and calculated in accordance with the BOMA standard;
1.21 "Property taxes" - taxes, surtaxes, charges, assessments and income
taxes, general or special in nature, and all other taxes, surtaxes,
charges, assessments or income taxes that are now or that could
eventually be levied with regard to the land or the building or both,
for municipal, school or Urban Community purposes, for public or local
improvements, or for any other purposes. Property taxes do not include
the LESSOR's federal and provincial income taxes, other than capital
taxes. For the purposes hereof, the term "CAPITAL TAXES" means the
amount of any tax or income tax imposed on the LESSOR or the owner of
the building by federal or provincial tax authorities that is based or
calculated, in whole or in part, on the capital or indebtedness of the
LESSOR or of said owner, including, but without limiting the generality
of the foregoing, any income tax on large corporations, and that is
reasonably attributed to this building by the LESSOR or such owner. If
the taxation system currently in force is modified and a new tax,
surtax, charge, assessment or income tax is levied with regard to the
land or the building or on income derived from them or on the owner of
the building and the land to replace those taxes that are currently
levied on the immovables or in addition thereto, such taxes, surtaxes,
charges, assessments and income taxes shall be deemed to be property
taxes under the terms of this agreement and shall be governed, mutatis
mutandis, by the terms of this agreement. Property taxes also include
all expenses incurred by the LESSOR to contest them or negotiate with
the relevant authorities;
1.22 "Land" - the land whose cadastral description is as follows:
DESCRIPTION
"Lots ONE THOUSAND, TWO HUNDRED AND THIRTY-TWO, ONE THOUSAND, TWO
HUNDRED AND THIRTY-THREE AND ONE THOUSAND, TWO HUNDRED AND THIRTY-FOUR
(1232, 1233 and 1234) in the official plan and book of reference of the
cadastre of Quebec City (Quartier Jacques-Cartier), registration
division of Quebec City.
Sub-divisions ONE and TWO of original lot ONE THOUSAND, TWO HUNDRED AND
THIRTY-FIVE (1235-1 and 1235-2) in the official plan and book of
reference of the cadastre of Quebec City (Quartier Jacques-Cartier),
registration division of Quebec City.
Sub-divisions ONE and TWO of original lot ONE THOUSAND, TWO HUNDRED AND
THIRTY-SIX (1236-1 and 1236-2) in the official plan and book of
reference of the cadastre of Quebec City (Quartier Jacques-Cartier),
registration division of Quebec City.
Sub-division ONE of original lot ONE THOUSAND, TWO HUNDRED AND
THIRTY-SEVEN (1237-1) in the official plan and book of reference of the
cadastre of Quebec City (Quartier Jacques-Cartier), registration
division of Quebec City.
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EXHIBIT 10.10
Sub-division ONE of original lot ONE THOUSAND, TWO HUNDRED AND
THIRTY-EIGHT (1238-1) in the official plan and book of reference of the
cadastre of Quebec City (Quartier Jacques-Cartier), registration
division of Quebec City.
Part of original lot ONE THOUSAND, TWO HUNDRED AND THIRTY-EIGHT (part of
1238) in the official plan and book of reference of the cadastre of
Quebec City (Quartier Jacques-Cartier), registration division of Quebec
City, bordered to the north-east by lot 1238-1, to the south by a part
of lot 1239 (Saint-Vallier Street East), and to the west by a part of
lot 1239; measuring 2.06 meters to the north-east, 0.91 meters to the
south and 1.80 meters to the west.
Part of original lot ONE THOUSAND, TWO HUNDRED AND THIRTY-NINE (part of
1239) in the official plan and book of reference of the official
cadastre of Quebec City (Quartier Jacques-Cartier), registration
division of Quebec City, bordered to the north-west by Fleurie Street
(shown on the original), to the north-east by lots 1238-1 and 1232, to
the east by a part of lot 1238, to the south by another part of lot 1239
(Saint-Vallier Street East), and to the south-west by a part of lot
1240; measuring19.96 meters to the north-west, 40.86 meters and 18.42
meters to the north-east, 1.80 meters to the east, 20.42 meters to the
south and 51.40 meters to the south-west.
Part of original lot ONE THOUSAND, TWO HUNDRED AND FORTY (part of 1240)
in the official plan and book of reference of the official cadastre of
Quebec City (Quartier Jacques-Cartier), registration division of Quebec
City, bordered to the north-west by Fleurie Street (shown on the
original), to the north-east by a part of lot 1239 and to the south and
south-west by another part of lot 1240 (Saint-Vallier Street East and
Dorchester); measuring 18.18 meters to the north-west, 51.40 meters to
the north-east, 11.96 meters to the south, 17.73 meters measured along
an arc of circle with an 18.46-meter radius and 31.15 meters to the
south-west";
1.23 "LESSOR's work"- has the meaning ascribed to it in paragraph 4.1 herein.
ARTICLE 2
PURPOSE AND SCOPE
2.1 "Description of the leased premises" - the LESSOR hereby leases to the
LESSEE, which accepts, with guarantee of peaceable enjoyment (subject to
the other terms of this agreement), an office space, the rental area of
which, calculated in accordance with the BOMA standard, is equal to
approximately ONE THOUSAND square feet (1,000 sq. ft.) (the "rental area
of the leased premises") known and designated as being premise number
401 located on the fourth floor of the building known as being "Block A"
and marked in red on the plan attached hereto as Schedule 2.1.
2.2 "Verification of dimensions" - at any time throughout the term of the
lease, the LESSOR may, at its discretion and at its expense, or shall,
at the request of the LESSEE, at the latter's expense, have the rental
area of the leased premises verified by an architect or a surveyor
chosen by the LESSOR.
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EXHIBIT 10.10
2.3 "Modification of the rent" - where the verification of the rental area
of the leased premises under paragraph 2.2 above demonstrates that said
area is different from the one indicated in above paragraph 2.1, the
amount of rent shall be adjusted effective the date of the verification
of the rental area of the leased premises so as to reflect the actual
rental area of the leased premises.
ARTICLE 3
TERM
3.1 "Effective date and term of the lease"- subject to paragraph 4.2, the
term of the lease is THREE (3) years starting (i) on December 1, 1998
(the "delivery date") or (ii) on the date on which the LESSOR has in
actual fact handed over possession of the leased premises to the LESSEE,
if the LESSOR has substantially terminated its work before the delivery
date and the LESSOR has handed over possession of the leased premises to
the LESSEE before the delivery date.
ARTICLE 4
DELIVERY AND TAKING POSSESSION
4.1 "LESSOR's work" - before delivering the leased premises to the LESSEE,
the LESSOR shall, at its expense, carry out the requisite work so that
the portion of the building in which CDTI is operated and the leased
premises comply with the description under Schedule 4.1 attached hereto
(the "LESSOR's work"). Any layout required by the LESSEE other than the
layout under Schedule 4.1 hereto in the leased premises shall be made by
the LESSEE, at its expense, in accordance with the provisions of the
lease regarding the LESSEE's modifications under paragraph 14.9 herein.
4.2 "Delay in delivery"- the LESSOR's work must be substantially completed
and the LESSOR must deliver the leased premises to the LESSEE at the
latest on the delivery date. In the event the LESSOR's work is not
substantially completed on this date and, consequently, the LESSOR is
unable to deliver the leased premises to the LESSEE, then the starting
date of the lease term shall be postponed by a number of days equal to
the number of days of delay, unless such delay has been caused by the
LESSEE, in which case the lease starting date shall not be changed. In
all of these cases, however, it is expressly understood that the LESSOR
shall not incur any liability to the LESSEE owing to such delay and that
the LESSEE shall not be entitled to seek cancellation of the lease.
4.3 "Taking possession" - the LESSEE shall take possession of the leased
premises as of the lease starting date.
4.4 "LESSEE's failure to carry on its business" - where the LESSEE fails to
take possession of the leased premises for the purposes of laying them
out, installing all the equipment, all the goods and setting up all the
required personnel and starting to operate its business no later than
thirty (30) days following the lease starting date, the LESSOR, may
then, at its sole discretion, upon simple written notice to the LESSEE,
secure cancellation of the lease, without prejudice to its other rights
and remedies under the terms of this agreement or of the law. Likewise,
where the LESSEE fails to carry on its business during the term of the
lease, the LESSOR,
<PAGE>
EXHIBIT 10.10
may then, at its sole discretion, upon simple written notice to the
LESSEE, secure cancellation of the lease, without prejudice to its other
rights and remedies under the terms of this agreement or of the law.
4.5 "Taking possession for layout purposes" - in the event that with the
LESSOR's written authorization, the LESSEE takes possession of the
leased premises for the purposes of laying them out before the lease
starting date, it shall comply with all the provisions of the lease,
with the exception of the payment of rent. Without limiting the
generality of the foregoing, the LESSEE shall be liable for all damages
caused by its actions or omissions or by the actions or omissions of its
contractors, sub-contractors and any person for whom it is legally
liable. Effective the date on which the LESSEE takes possession of the
leased premises for the purposes of laying them out and until the lease
starting date, it shall pay the LESSOR for the cost of the electricity
used by the LESSEE in the leased premises during this period, as
estimated by the LESSOR.
4.6 "Notice of defects" - within THIRTY (30) days of the lease starting
date, the LESSEE must notify the LESSOR of any deficiency, defect or
flaw that it observes in the leased premises that prevents or restricts
the LESSEE's use of the leased premises. Where the LESSEE fails to
notify the LESSOR within the prescribed time period, the LESSEE is
deemed, in all respects, to have accepted the leased premises as is,
without further obligation on the LESSOR.
ARTICLE 5
RENT
5.1 "Rent"- subject to the adjustments under paragraphs 5.4 and 9.2
hereinafter, the LESSEE shall pay the following amounts as rent to the
LESSOR:
5.1.1 for the period extending from 01-12-1998 to 30-11-1999, the sum
of eleven dollars and eighty cents ($11.80) per square foot of
rental area of the leased premises, i.e., the total sum of
$11,800;
5.1.2 for the period extending from 01-12-1999 to 30-11-2000, the sum
of twelve dollars and nineteen cents ($12.19) per square foot of
rental area of the leased premises, i.e., the total annual sum
of $12,190;
5.1.3 for the period extending from 01-12-2000 to 30-11-2001, the sum
of twelve dollars and sixty cents ($12.60) per square foot of
rental area of the leased premises, i.e., the total annual sum
of $12,600.
5.2 "Limitation" - except when stipulated otherwise in this agreement, the
rent constitutes the only consideration payable by the LESSEE to the
LESSOR for the leased premises. Without limiting the generality of the
foregoing, the rent includes property taxes, operating costs, and
subject to paragraph 5.3 herein, the electricity consumed by the LESSEE
in the leased premises. For the purposes of this paragraph 5.2,
"operating costs" mean the expenditures incurred by the LESSOR to
maintain (excluding the housekeeping of the leased premises), repair,
operate, manage and administer the immovable and the equipment and
facilities forming
<PAGE>
EXHIBIT 10.10
part thereof, including heating, air conditioning, ventilation and
electricity expenses.
5.3 "Electricity consumption" - in the event the LESSEE installs equipment
or appliances in the leased premises, the electrical consumption of
which exceeds normal consumption or in the event the LESSOR has reasons
to believe that an excess amount of electricity is being consumed by the
LESSEE in the leased premises, the LESSOR shall be entitled to install a
meter in the leased premises to verify the LESSEE's actual consumption
of electricity. If the latter exceeds the normal consumption by the
building's other tenants, the LESSEE shall reimburse the LESSOR for the
meter's installation costs and pay it, in addition to the rent, for the
excess electricity actually consumed. Any amount payable by the LESSEE
to the LESSOR in accordance with the foregoing shall be payable as
additional rent within no later than ten (10) days of receipt of an
invoice from the LESSOR to this effect.
5.4 "Adjustment on the basis of the property taxes" - the rent shall be
adjusted as follows:
5.4.1 in the event the actual amount of property taxes payable by the
LESSOR for the 1998 calendar year is greater than the amount
estimated by the LESSOR, i.e., the amount of ONE dollar and
eighty cents ($1.80), then the rent payable by the LESSEE for
any portion of a lease year that falls during this calendar year
shall be increased by an amount per square foot of rental area
of the leased premises equal to the quotient obtained by
dividing:
5.4.1.1 the product obtained by multiplying (i) the amount of
the difference between the actual amount of the taxes payable by
the LESSOR for the 1998 calendar year and the amount estimated
above by (ii) the LESSEE's share, by
5.4.1.2 the rental area of the leased premises;
5.4.2 the LESSEE shall pay the LESSOR any adjustment under paragraph
5.4.1 upon receipt by the LESSEE of an invoice from the LESSOR
to this effect accompanied by the pertinent explanations and
supporting documents;
5.4.3 in the event the actual amount of the property taxes payable by
the LESSOR for any calendar year subsequent to the 1998 calendar
year throughout the term of the lease exceeds the actual amount
of the property taxes paid by the LESSOR for the immediately
preceding calendar year by more than three point three percent
(3.3%), then the rent payable by the LESSEE for any portion of a
lease year that falls within the calendar year in question shall
be adjusted by an amount per square foot of rental area of the
leased premises equal to the quotient obtained by dividing:
5.4.3.1 the product obtained by multiplying (i) the amount of
the difference between the actual amount of the property taxes
payable
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EXHIBIT 10.10
by the LESSOR for the relevant calendar year and one hundred and
three point three percent (103.3%) of the actual amount of the
taxes payable for the immediately preceding calendar year, by
(ii) the LESSEE's share by
5.4.3.2 the rental area of the leased premises;
5.4.4 Prior to the beginning of each calendar year falling within the
term of the lease subsequent to the 1998 calendar year, the
LESSOR shall estimate the amount of the property taxes payable
by the LESSOR for said calendar year and, where applicable, the
estimated amount of the adjustment payable by the LESSEE in
accordance with paragraph 5.4.3 and the LESSEE shall pay to the
LESSOR, subject to the following, the amount so estimated in
equal payments, in advance, on the first day of each month
during the entire calendar year in question. Within the thirty
(30) days of receipt of any bill pertaining to all or part of
the taxes for the relevant calendar year, the LESSOR shall
provide the LESSEE with the amount of the adjustment payable by
the LESSEE in accordance with paragraph 5.4.3 above (the "new
adjustment amount") accompanied by the pertinent explanations
and supporting documents. If this amount is greater than the
amount that had been estimated by the LESSOR, the LESSEE shall
immediately pay the LESSOR for the amount of the difference for
any portion of the calendar year that has already elapsed, and
for the rest of the calendar year, continue to pay the new
adjusted amount to the LESSOR. If this amount is less than the
amount estimated by the LESSOR, the LESSOR shall allocate the
amount of such difference to the payment of any rent
subsequently payable by the LESSEE;
5.4.5 the obligation to adjust the rent in accordance with this
paragraph 5.4 and the obligation to pay the LESSOR the amount of
any such adjustment shall survive notwithstanding the expiry of
the term of the lease or the cancellation of the lease.
5.5 "Payment terms" - the rent shall be payable in advance on the first day
of each month, in twelve (12) equal, consecutive, monthly payments,
without any deduction, set-off or reduction, and without the LESSOR
having to make a request to receive it. The LESSEE must send its
payments to the LESSOR at the address referred to in the preamble of
this agreement, or to any other address the LESSOR may indicate through
a written notice to the LESSEE.
5.6 "Lease starting on a day other than the first day of the month" - where
the lease starting date is not the first day of the month, the rent
payable for this month shall be calculated in proportion to the number
of days of the term of the lease that fall in said month, on the basis
of a three hundred and sixty-five (365) day year, and said rent shall be
payable on the lease starting date.
5.7 "Reimbursement of expenses incurred by the LESSOR" - any expense
incurred by the LESSOR to mitigate any breach of the LESSEE's
obligations shall be payable as additional rent upon receipt of a
written notice from the LESSOR outlining the LESSEE's breach of its
obligations under the terms of the lease and the amount
<PAGE>
EXHIBIT 10.10
paid by the LESSOR; such notice must be accompanied, where applicable,
by a copy of the invoice paid by the LESSOR and, where applicable, the
banking instrument pertaining to the payment made by the LESSOR.
5.8 "Sales tax" - the LESSEE agrees to pay the LESSOR the amount of any
goods and services tax and Quebec sales tax, as such taxes may be
modified from time to time, payable with respect to the rent and any
other amount payable by the LESSEE hereunder, as well as the amount of
any other tax that could be added to or replace the aforementioned taxes
and that would be payable with respect to the rent or any other amount
payable by the LESSEE to the LESSOR under the terms of the lease. Any
such amount shall be payable to the LESSOR at the same time as the
amounts to which it is related. Notwithstanding any other provision
hereof, the amount payable by the LESSEE under this paragraph 5.8 shall
be deemed not to constitute rent, however, the LESSOR shall enjoy the
same rights and remedies regarding the collection of this amount as
those available to it regarding the collection of rent.
5.9 "Overdue payments" - the LESSOR shall have the right to claim the
payment of interest on all outstanding amounts owed by the LESSEE at an
annual rate equal to the average prime rate posted daily for its
Canadian dollar commercial loans by the principal chartered bank or
caisse populaire with which the LESSOR conducts business, increased by
five percent (5%) until said amounts are paid in full, without prejudice
to its other rights and remedies.
5.10 "Additional rent" - any amount payable by the LESSEE to the LESSOR
hereunder other than the rent and the taxes described in paragraph 5.8
shall be deemed, for the purposes hereof, to constitute additional rent
and may be collected by the LESSOR in the same way as the rent.
ARTICLE 6
NOTICE
6.1 "Notice"- any notice, document or consent that may or must be given
pursuant hereto shall be hand-delivered or sent by duly prepaid
registered mail to the addresses indicated hereinafter or transmitted by
facsimile machine to the numbers referred to below:
<PAGE>
EXHIBIT 10.10
6.1.1 to the LESSOR:
SOCIETE EN COMMANDITE EDIFICE LE SOLEIL
255 St. Jacques Street
Suite 100
Montreal, Quebec
H2Y 1M6
Care of the Director General
Facsimile number: (514) 284-0473
6.1.2 to the LESSEE:
RECRUSOFT INC.
390, rue St-Vallier
Bureau 401
Quebec (Quebec) G1K 3P6
Care of Mr. Martin Ouellet
Facsimile number: (418) -
These notices and other documents shall be deemed to have been given and
received on the day of their delivery where hand-delivered, or, where
sent by mail, three (3) business days after the date on which they were
mailed or where transmitted by facsimile machine, on the first business
day following their transmission. One or the other of the parties may
give the other party notice of its change of address or change in
facsimile number and, once this notice has been given, the address or
facsimile number so indicated is deemed to be the address or facsimile
number of the party in question for the purposes of receiving notices.
Where postal services are interrupted or considerably delayed, all
notices and other documents must be hand-delivered or transmitted by
facsimile machine.
ARTICLE 7
USE OF THE LEASED PREMISES
7.1 "Use of the leased premises" - the LESSEE shall use the leased premises
solely to conduct its business thereby enabling it to carry out the
project for which it shall receive certification from the Quebec Finance
Ministry, the LESSEE undertaking to forward a copy of said certification
to the LESSOR no later than five (5) days following its issue date. A
copy of the eligibility recommendation issued by the Bureau des centres
de developpement des technologies de l'information in favour of the
LESSEE is attached hereto as Schedule 7.1.
7.2 "Change in the nature of the LESSEE's business" - the LESSEE
acknowledges that all the tenants have been or shall be chosen and
approved by the LESSOR and
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EXHIBIT 10.10
that all the leases have been or shall be negotiated and signed
depending on the nature, type and quality of the goods and services to
be sold or offered in each rentable space and that no change in the
nature, type or name of the business conducted by the LESSEE in the
leased premises, or in the quality of the goods and services sold or
offered by the LESSEE in or from the leased premises shall be permitted
without the express written consent of the LESSOR and which it may
arbitrarily refuse, notwithstanding any contrary provision of the law.
In addition, the LESSEE acknowledges that all the tenants of CDTI's
rental area have also been or shall be chosen and approved by the LESSOR
owing to their certification by the Quebec Finance Ministry. The LESSEE
undertakes to continue to fulfill each and every eligibility condition
required to establish a CDTI as set out in the law or in the applicable
regulation and to maintain its certification throughout the term of the
lease. The LESSEE acknowledges that where it fails to comply with all
such eligibility conditions and to maintain its certification, the
LESSOR may, without being obliged to do so, secure the cancellation of
this lease by sending a simple written notice to the LESSEE outlining
its intention to cancel this lease, said cancellation taking effect upon
expiry of a thirty (30) day period following receipt of said notice by
the LESSEE.
7.3 "Prohibited uses"- the LESSOR shall have the right to compel the LESSEE
to cease selling any item, merchandise or commodity, providing any
service or conducting any business that does not correspond to the
normal vocation and use of the premises leased by the LESSEE, as set out
in paragraph 7.1, or that are likely to decrease the value of the
immovable; the LESSEE shall immediately comply with these requirements
of the LESSOR.
7.4 "Uninterrupted Operations" - the LESSEE must occupy the leased premises
effective the lease starting date and must subsequently carry on its
business in an uninterrupted and energetic manner throughout the leased
premises. Should the LESSEE fail to do so, the LESSOR may, to the
exclusion of all other rights and remedies, obtain the cancellation of
this lease.
7.5 "Customer solicitation" - the LESSEE, its employees and agents shall not
solicit customers or distribute leaflets or any other advertising
material in the immovable's parking lot, or in any of the other common
use areas and facilities.
ARTICLE 8
PARKING AND USE OF THE COMMON AREAS AND FACILITIES
8.1 "Parking" - the LESSOR agrees to provide the LESSEE with TWO (2)
(unreserved) parking spaces located in the parking facilities forming
part of the immovable or located near the immovable provided the LESSEE
signs a standard lease in force from time to time regarding such parking
spaces with the LESSOR or with any third party to whom or which the
LESSOR may have entrusted the operation of said parking facilities and
pays the LESSOR or such third party, as the case may be, the rent in
force from time to time for such parking spaces.
8.2 "Control of the common areas" - all of the common areas and facilities
provided from time to time by the LESSOR are, at all times, subject to
the LESSOR's exclusive control and administration, and, as such, it is
entitled, from time to time,
<PAGE>
EXHIBIT 10.10
to establish, modify and implement rules of conduct and reasonable
regulations regarding the common areas and facilities. These rules and
regulations may differentiate between the various types of businesses
located in the building. The LESSOR is entitled to install, maintain and
run electrical installations in the common areas, to change the area,
level, situation and organization of the common areas or facilities, to
close or prohibit access to or use of the common areas or facilities, in
whole or in part, so as to proceed diligently with their maintenance or
repair, to do anything that the LESSOR may deem appropriate, according
to criteria of sound business administration, so as to improve the
convenience of the common areas and facilities for the tenants, their
directors, agents, employees and customers.
8.3 "Changes to the immovable" - without limiting the provisions of
paragraph 8.2, the LESSEE expressly acknowledges that the LESSOR may:
8.3.1 make changes, additions, removals, improvements, remodeling or
extensions to the immovable or even build additional buildings
on any vacant lot forming part of the immovable;
8.3.2 build additional buildings or facilities adjacent to or in the
vicinity of the immovable;
8.3.3 add on additional floors to the building;
8.3.4 move any facility or equipment installed on the land or located
in or on the building;
8.3.5 do all things that must be done in, on or around the immovable
so as to comply with the laws, regulations, by-laws or
directives that apply to the immovable;
8.3.6 do any other thing in, on or around the immovable deemed
appropriate by the LESSOR.
8.4 "Acknowledgement by the LESSEE" - the LESSEE expressly acknowledges that
nothing under paragraphs 8.2 or 8.3 above constitutes or shall be deemed
to constitute a change in the form or vocation of the leased premises or
of the immovable. The LESSEE further acknowledges that the LESSOR shall
not be in default of its obligation to provide the peaceable enjoyment
of the leased premises to the LESSEE and shall not be liable for direct
or indirect losses, expenses or damages that the LESSEE may suffer
because of the provisions of paragraphs 8.2 or 8.3, and that it shall
not be entitled to any compensation or, subject to paragraph 16.3, any
reduction or suspension of its rent, and shall not have the right to
cancel the lease on these grounds.
The LESSOR hereby undertakes, save in the event of an emergency, to
pre-notify the LESSEE in writing of any and all work that it intends to
carry out and that is covered under paragraph 8.2 or 8.3 above and that
might affect the leased premises. The LESSOR also undertakes to use its
best efforts so that none of the work has a material adverse effect on
the LESSEE's activities in the leased premises and does not materially
hamper the enjoyment of the leased premises.
<PAGE>
EXHIBIT 10.10
The LESSOR further undertakes that the work shall be carried out with
diligence.
ARTICLE 9
SERVICES
9.1 "Representations and warranties"- the LESSOR represents and warrants
that it is fully aware of the fact that the entrepreneur carries on its
activities in the information technology sector and that on the lease
starting date, the LESSOR shall be in a position to offer, in the
immovable, the services and facilities required by such type of business
and that are described herein.
9.2 "Normal business hours" - the LESSOR shall keep the building open from
6:00 a.m. to 8:00 p.m., daily, except on Saturdays, Sundays and
holidays. At all other times, the LESSOR shall make arrangements so that
the LESSEE has access to the leased premises. The LESSEE recognizes,
however, that given the nature of the activities carried on within a
CDTI, the building's business hours could, at the LESSOR's discretion,
if the demand so warrants, be extended beyond the aforementioned hours
and days. However, the LESSOR shall have first received written consent
from a number of the building's tenants, representing in all at least
seventy percent (70%) of the immovable's rental area. In the event that
the building's business hours are extended in this manner, the rent
shall be adjusted upward as of the effective date of the new business
hours, by an amount per square foot of rental area of the leased
premises corresponding to the quotient obtained by dividing (i) the
LESSEE's share of the additional expenses incurred by the LESSOR as a
result of these new business hours, in particular, the additional
expenses incurred to ventilate, heat, cool and light the immovable and
the leased premises by (ii) the rental area of the leased premises.
9.3 "Services provided to the LESSEE" - the LESSOR, at its expense, subject
to the provisions of paragraph 5.3 herein, undertakes to provide the
following services to the LESSEE, effective the lease starting date:
9.3.1 the LESSOR shall provide and maintain the staircases and
elevators, where applicable, in a good state of repair and
working order. The LESSEE shall have access, at all times, to
the staircases and elevators, except, with respect to the
latter, in the event of breakdown or repair;
9.3.2 subject to the availability of this service from its principal
supplier, the LESSOR shall provide the electrical power needed
to light the leased premises and for any other reasonable needs
of the LESSEE, given the business carried on by the LESSEE;
9.3.3 the LESSOR undertakes, at its expense, to connect any
ventilation, heating and air conditioning device and duct
required in the leased premises for the LESSEE's needs to the
building's ventilation, heating and air conditioning systems in
addition to the fan-coil unit or units delivered by the LESSOR
with the leased premises, on the understanding that the cost of
such additional devices and ducts and
<PAGE>
EXHIBIT 10.10
their installation (excluding the connections) shall be assumed
exclusively by the LESSEE;
9.3.4 the LESSOR undertakes to ventilate, cool and heat the leased
premises in such a way that the indoor temperature of the leased
premises is maintained at a comfortable level for the occupants
of said leased premises during normal business hours, as shall
be determined by the LESSOR from time to time. The LESSOR may,
upon reasonable prior notice from the LESSEE, ventilate, heat
and cool the leased premises outside of normal business hours,
on the understanding however that the LESSEE shall then remit
the cost of such additional services to the LESSOR at the rate
determined by the LESSOR, from time to time, upon receipt of an
invoice from the LESSOR to this effect;
9.3.5 during normal business hours, the LESSOR shall operate and
maintain in good working order, repair and replace the heating,
ventilation and air conditioning appliances and any related
system located in the building for the heating, ventilation or
cooling of the common areas and facilities;
9.3.6 the LESSOR shall maintain in a good state of repair and, on a
regular basis, ensure the cleanup of the common areas and
facilities, in the same manner as a diligent lessor would under
the same circumstances. The LESSEE expressly recognizes that the
household maintenance of the leased premises shall not be
assumed by the LESSOR and that The LESSEE shall assume full
responsibility for such maintenance at its expense;
9.3.7 the LESSOR undertakes to provide the LESSEE with access to a
bandwidth of 100-Mbs, on the basis of one output connection per
four hundred square feet (400 sq. ft.) of rental area of the
leased premises, as well as with the data processing and
telephony conduits described in Schedule 4.1 hereto;
9.3.8 The LESSOR undertakes to provide the LESSEE with all the
other services described in Schedule 9.3.8.
9.4 "Installation of communications equipment" - the LESSEE may, at its
expense, have an antenna, a parabolic antenna, a dish or any other
similar communications equipment (the "LESSEE's communications
equipment") installed on the building's roof provided:
9.4.1 the LESSEE has submitted detailed plans to the LESSOR regarding
the installation of the LESSEE'S communications equipment, which
shall have been prepared by qualified professionals, and
provided the latter have been approved by the LESSOR, which
approval cannot be refused without reasonable grounds;
9.4.2 the LESSEE, where required, has submitted said plans to the
municipal authorities and, where applicable, to the other
competent authorities and has received from them all the
necessary permits or authorizations
<PAGE>
EXHIBIT 10.10
required for the installation of the LESSEE'S communications
equipment;
9.4.3 the installation of the LESSEE'S communications equipment shall
be carried out by specialized contractors designated by the
LESSEE and approved by the LESSOR, under the LESSOR's
supervision. The LESSEE shall pay the LESSOR, upon request, fees
equal to fifteen percent (15%) of the cost of the work to cover
its expenses.
9.5 "Devices"- the devices required by the LESSEE to carry on its business
and that it may install in the leased premises must be current models
for the use for which they are intended so as not to damage the building
structure or the heating, air conditioning, ventilation, plumbing,
electricity and mechanical tooling systems of the leased premises or of
the immovable.
9.6 "Use of the basic facilities" - the LESSEE agrees not to install any
device that exceeds the capacity of the basic facilities described in
Schedule 4.1 attached hereto and agrees that if one of such devices
calls for additional basic facilities, they shall be installed at the
LESSEE's expense in accordance with the plans and estimates approved by
the LESSOR.
9.7 "Suspension. elimination or modification of services" - the LESSOR may,
without any obligation or liability toward the LESSEE, following an
accident, force majeure, power failure, inability to procure supplies,
beyond its control or for the purpose of effecting repairs, suspend,
eliminate or modify one of the services described in paragraph 9.3
herein, provided by it, or by any other body or person. The LESSOR must,
however, restore the services diligently in light of the circumstances.
ARTICLE 10
TAXES
10.1 "Property taxes" the LESSOR shall pay all property taxes to the
competent authorities.
10.2 "Taxes payable by the LESSEE" - the LESSEE shall pay, when due, all
taxes, levies or assessments other than property taxes to the competent
authorities, including, but without limiting the generality of the
foregoing, (i) any business tax, water tax and any other similar tax or
levy currently or subsequently imposed with regard to the leased
premises, any improvement, equipment or facility found therein or
activities carried on therein, (ii) any other tax or levy currently
payable by the LESSEE or that shall subsequently become payable, and
stemming from or related to the use or occupancy of the leased premises
by the latter, and (iii) any other tax that is personal to the LESSEE,
and shall hold the LESSOR harmless for any loss, charge or expense of
any nature whatsoever related to such taxes. In the event the amendment
or adoption of any law, regulation or by-law renders the LESSOR liable
for the payment of any of the aforementioned taxes or if the manner in
which such taxes are collected is modified in such a way as to make
landlords liable for their collection, the LESSEE shall reimburse the
LESSOR for
<PAGE>
EXHIBIT 10.10
any amount so claimed from the LESSOR and shall hold it harmless for all
related expenses and costs.
ARTICLE 11
SIGNS
11.1 "LESSEE's signs" - the LESSEE shall not place any sign, awning, canopy,
lettering or billboard (hereinafter referred to as the "signs") outside
of the immovable, inside of the leased premises if they are visible from
the outside or outside of the leased premises, without first obtaining
the LESSOR's written consent, which may refuse such consent, if it is of
the opinion that said signs are not in good taste or do not comply with
generally acceptable standards for a building of a similar calibre or if
they do not comply with municipal or other by-laws that are in force.
Any sign approved by the LESSOR to be installed outside of the building
shall be installed in compliance with the LESSOR's master plan and with
by-laws that are in force. The LESSEE shall assume the cost of the signs
and their installation.
11.2 "Permits" - the LESSEE shall obtain any required permit and pay all
taxes related to any sign.
11.3 "Maintenance of signs" - the LESSEE must, at all times, maintain all
signs in good condition.
11.4 "Removal" - upon expiry of the lease or its cancellation, as the case
may be, the LESSEE shall, at its expense, remove any sign installed on
or in the building or in the leased premises and shall promptly repair
any damages caused by such removal. In the event the LESSEE refuses or
neglects to remove any sign that has been installed, the LESSOR shall be
entitled, after having given a written notice to this effect to the
LESSEE granting it a five (5) day period to proceed with the removal of
said sign or signs, to carry out all the necessary work on its own to
remove said signs, and the LESSEE shall reimburse the LESSOR,
immediately, upon request, for all expenses thus incurred by the LESSOR,
as well as fees equal to fifteen percent (15%) of such expenses.
11.5 "Identification board" - the LESSEE shall have the right to have its
name listed on the building's identification board. The LESSOR shall
design the style of this identification and determine the available
space on said identification board for each tenant. The identification
board shall be placed at a location designated by the LESSOR in the
building's main lobby or elsewhere in the building.
ARTICLE 12
ASSIGNMENT AND SUB-LEASE
12.1 "Assignment and sub-lease" - the LESSEE shall not give, transfer or
otherwise assign this lease, or sub-lease the leased premises in whole
or in part, or charge this lease, the leased premises or the leasehold
improvements or any part thereof, or tolerate or sanction the total or
partial occupancy of the leased premises by other people, without having
first obtained the LESSOR's written consent, which may not be refused
without serious reasons, subject to the provisions of paragraph 12.3
<PAGE>
EXHIBIT 10.10
below. The fact that the third party affected by the assignment or
sub-lease of the lease is not a certified entrepreneur eligible to set
up a CDTI or that said third party is insolvent, shall constitute, in
particular, serious reasons to refuse the sub-lease or assignment of the
lease.
12.2 "Terms and conditions of consent" - where the LESSOR gives its consent
to an assignment or a sub-lease, such consent shall be subject to the
following terms and conditions;
12.2.1 the assignment or sub-lease agreement must be drafted by the
LESSOR's attorneys in the format chosen by the latter and must
be signed by the LESSEE, assignee, sub-lessee or occupant, as
the case may be;
12.2.2 the LESSEE is jointly and severally liable with any assignee,
sub-lessee or occupant for the fulfillment of the terms and
conditions of this lease, including, payment of the rent,
without benefit of discussion or division;
12.2.3 the LESSEE must immediately pay any consideration to the LESSOR,
including any rent increase that it receives, directly or
indirectly, from an assignee, sub-lessee or occupant, whether in
the form of cash, goods or services, that exceeds the price of
the rent agreed upon between the LESSOR and the LESSEE;
12.2.4 the LESSEE must reimburse all expenses incurred by the LESSOR
for the preparation of the documents intended to implement the
proposed assignment or sub-lease;
12.2.5 the use of the leased premises and all the other terms and
conditions of this lease must remain unchanged; and
12.2.6 the assignee, sub-lessee or occupant shall comply with each and
every obligation of the LESSEE, including those set out in
Articles 20 and 21 herein, and, where applicable, give the
LESSOR any other guarantee or security originally required from
the LESSEE.
12.3 "Options in the LESSOR's favour" - where the LESSOR decides to refuse
the assignment or sub-lease of the lease by the LESSEE, the LESSOR,
instead of objecting to such assignment or sub-lease for a serious
reason, may decide to cancel the lease upon the expiry of a thirty (30)
day period following a written notice to this effect to the LESSEE.
12.4 "No advertising regarding the sub-lease or assignment" - the LESSEE
shall not print, publish, mail, display or distribute any advertising
regarding the total or partial assignment or sub-lease of the leased
premises. Furthermore, it must not permit any broker or any other party
to engage in the foregoing measures, unless the LESSOR has first
approved in writing the entire text and format of the notice, the
advertising message or the offer for the above-mentioned purposes, which
it may not refuse without valid reasons.
<PAGE>
EXHIBIT 10.10
12.5 "Consent required for any new assignment or sub-lease" - the LESSOR, by
giving its consent to an assignment or to a sub-lease, does not waive
the provisions of this article in any manner whatsoever or give its
consent to any subsequent assignment or sub-lease.
12.6 "Change in control" - the following events and actions are deemed to
constitute an assignment of the lease under the terms of this agreement:
12.6.1 any transfer, sale or issue involving, in the aggregate, fifty
percent (50%) or more of the voting shares of the LESSEE's share
capital, where the latter is a company whose shares are not
listed on a recognized stock exchange, or any transfer, sale or
issue involving, in the aggregate, twenty percent (20% ) or more
of the voting shares of the LESSEE's share capital, where the
latter is a company whose shares are listed on a recognized
stock exchange;
12.6.2 any transfer, sale or assignment involving, in the aggregate,
fifty percent (50%) or more of the holdings in the corporation,
where the LESSEE is a corporation;
12.6.3 any partial or total sale of the business operated by the LESSEE
to an unrelated third party involving the partial or total
assignment of the rights in this lease.
12.7 "Assignment by the LESSOR" - in the event of the sale or lease of the
immovable to a third party by the LESSOR, the LESSEE acknowledges that,
to the extent the purchaser or lessee of the building assumes all the
obligations of the LESSOR hereunder, the LESSOR shall be immediately
released from all its obligations hereunder.
ARTICLE 13
INSURANCE
13.1 "LESSEE's insurance" - the LESSEE shall, at its expense, take out the
following insurance policies and maintain them in force throughout the
term of the lease, and, where applicable, during any occupancy period
prior to the lease starting date if, with the LESSOR's consent, the
LESSEE occupies the leased premises before the lease starting date:
13.1.1 an all-risk insurance policy for an amount covering the
replacement value of all of the insured property in the leased
premises, such as the furniture, leasehold improvements and
inventory of goods, belonging to the LESSEE or for which it is
responsible. This policy must name the LESSOR and any
hypothecary creditor (secured creditor) of the LESSOR, to the
extent of their interest, as additional insureds and must
include a rider pursuant to which the insurer waives its rights
of subrogation against the LESSOR, against any person for whom
or which the LESSOR is legally liable and against any
hypothecary creditor of the LESSOR, and a rider indicating that
the insurer shall give a prior written notice of thirty (30)
days to the LESSOR in the
<PAGE>
EXHIBIT 10.10
event of the cancellation or non-renewal of the policy or a
material change in the policy;
13.1.2 a public liability insurance policy covering bodily injury,
including death, and third-party property damage for an amount
of three million dollars ($3,000,000) per loss. This policy
shall cover, among other things, indirect civil liability of
owners and entrepreneurs, liability assumed by contract, civil
liability for personal injury, civil liability for damage to the
leased premises and potential management liability. This policy
must name the LESSOR, any person for whom or which it is legally
liable as well as the hypothecary creditors of the LESSOR as
additional insureds, include a clause of reciprocal liability, a
rider pursuant to which the insurer waives its rights of
subrogation against the LESSOR, against any person for whom or
which the LESSOR is legally liable and against the hypothecary
creditors of the LESSOR, as well as a rider indicating that the
insurer shall give a prior written notice of thirty (30) days to
the LESSOR in the event of the cancellation or non-renewal of
the policy or a material change in the policy; and
13.1.3 any other insurance the LESSOR may reasonably require from time
to time.
13.2 "Proof of insurance" - the LESSEE must provide certified copies of the
insurance policies that it maintains in force under the terms of this
article and satisfactory proof of the effective payment of these
premiums before the start of the lease term or, where applicable, before
the date on which the LESSEE takes possession of the leased premises if,
with the LESSOR's consent, the LESSEE has taken possession of the leased
premises before the lease starting date and, thereafter, throughout the
term of the lease, proof of their renewal no later than ten (10) days
prior to the expiry date of the insurance policies required hereunder.
Where the LESSEE fails to take out the insurance or remit a copy of the
insurance policies and satisfactory proof of the payment of the premiums
or satisfactory proof of their renewal, as the case may be, to the
LESSOR, the latter may, without giving notice thereof to the LESSEE,
take out such insurance and recover any premium thus paid from the
LESSEE.
13.3 "Dangerous substances" - the LESSEE shall not bring flammable, explosive
or other materials or substances into the leased premises that would
increase the risk of fire or the insurance premiums paid by the LESSOR
for the building. The LESSEE shall comply with the regulations and
requirements of its insurers and the insurers of the LESSOR, of any
inspector conducting an inspection of the leased premises at the request
of the LESSOR or of any insurers' association regarding the building's
insurance.
13.4 "Cancellation of the insurance" - if an insurance policy covering all or
part of the immovable is cancelled or is about to be cancelled, or if
the coverage under the terms of a policy is decreased in any way by the
LESSOR's or the LESSEE's insurer, because of the use or occupancy of the
leased premises by the LESSEE, and if the LESSEE does not remedy the
cause that led to the cancellation, the threat
<PAGE>
EXHIBIT 10.10
of cancellation or the reduction of the coverage within twenty-four (24)
hours of having been notified by the LESSOR, the LESSOR may, at its
discretion, either:
13.4.1 immediately retake possession of the leased premises and give
the LESSEE a written notice of its intentions, the whole in
accordance with the provisions of Article 22; or
13.4.2 enter the leased premises and remedy the situation giving rise
to said cancellation, threat of cancellation or reduction of
coverage; the LESSEE shall then immediately pay the LESSOR for
the cost incurred by the latter.
ARTICLE 14
REPAIRS, MODIFICATIONS, DESTRUCTION AND IMPROVEMENTS
14.1 "Obligation to repair" - the LESSEE is obliged to undertake, at its
expense, with the exception of repairs to the building's structure, all
repairs within the leased premises. With respect to repairs to the
structure in the leased premises, the LESSEE undertakes to promptly
notify the LESSOR of the necessity of such repairs as soon as it takes
note thereof and the LESSOR shall make such repairs or any other repairs
to the building's structure that it shall deem necessary, at its
expense, unless said repairs result from the fault or negligence of the
LESSEE or persons for whom or which it is legally liable, in which case
the repairs shall be undertaken at the LESSEE's expense. In particular,
repairs to the heating, ventilation, air conditioning, sprinkler and
plumbing systems, to the hot water heaters (if any), the exits and
entrances to the building, the outside windows and the mouldings that
are attached to them and all of their accessories are considered to be
repairs to the building's structure. Unless stipulated otherwise herein,
the LESSEE must replace, repair, maintain, decorate and keep in good
working order, at its expense, in the same manner as a diligent owner
would do, the leased premises as well as all equipment and accessories
that have been installed for the use of the leased premises, as well as
all leasehold improvements.
14.2 "Notice from the LESSEE" - the LESSEE must immediately notify the LESSOR
in the event of fire or accident in the leased premises or in the
building, or of the existence of any defect in the leased premises, or
in its business equipment or facilities notwithstanding that said
defects do not give rise to any liability on the LESSOR's part.
14.3 "Right of inspection" - throughout the term of this lease, the LESSOR as
well as its agents, employees or representatives may, from time to time,
access the leased premises, during the building's normal business hours,
or in the event of an emergency, at any other time, so as to verify the
condition of the leased premises and the repairs, equipment, accessories
and improvements that have been made thereto and to make the
modifications or repairs that it deems necessary for the safety and
preservation of the leased premises as well as of the rentable spaces
adjoining the leased premises. Where the LESSEE neglects to repair and
ensure the maintenance required hereunder, the LESSOR may, without
prejudice to all its other rights or remedies and without being obliged
to do so, perform the requisite
<PAGE>
EXHIBIT 10.10
repair or maintenance work, and the LESSEE shall immediately reimburse
the LESSOR for all amounts disbursed in this respect.
14.4 "Cancellation or reduction of rent" - the partial loss of enjoyment of
the leased premises stemming from the need to perform repair,
replacement, maintenance, rebuilding, modification or improvement work
or stemming from the performance thereof, and regardless of the fact
that the party having performed such work is obliged to do so under the
terms of this lease, does not constitute a ground to annul or cancel
this lease, or for an abatement or reduction in the rent to be paid
hereunder, or for any contractual or extra-contractual claim for
damages, provided the LESSOR undertakes and completes such work as soon
as possible, in light of the circumstances, and with the least possible
interference with the LESSEE's activities.
14.5 "Damage or destruction" - in the event of damages to the immovable or to
the leased premises or to both, or in the event of their total or
partial destruction caused by fire, lightning, storms or by any other
accident or similar event, then:
14.5.1 the lease shall remain in force and shall not be cancelled,
except as set out herein;
14.5.2 the LESSOR must undertake and finish, as soon as possible having
regard to the circumstances, the requisite rebuilding and repair
work, provided such work is performed as, how and when the
LESSOR, at its sole discretion, shall determine, on the
understanding that under no circumstances shall the LESSOR be
obliged to either repair or rebuild the leased premises or the
building in their original form, specifications or dimensions,
and provided the building is rebuilt or repaired in compliance
with applicable standards then in force for buildings comparable
in size and nature to the building that is being rebuilt or
repaired;
14.5.3 upon receipt of the notice from the LESSOR indicating that it
has completed the rebuilding or repair work which it was obliged
to perform, the LESSEE must immediately undertake and promptly
complete the repair and rebuilding of the leased premises and
must immediately thereafter start carrying on its business again
in the leased premises;
14.5.4 the LESSEE is not entitled to any abatement or reduction in rent
unless the leased premises have been destroyed in whole or in
part and then only to the extent that such destruction
substantially deprives it of the enjoyment of the leased
premises and until the leased premises have been rebuilt or
repaired in the manner set out in paragraph 14.5.2 above;
14.5.5 notwithstanding the provisions of paragraphs 14.5.1, 14.5.2 and
14.5.3, the LESSOR may cancel this lease, at its sole
discretion, no later than sixty (60) days following the
occurrence of the damages or destruction, by giving the LESSEE a
written notice of its intention; such cancellation shall be
enforceable on the date indicated in the notice.
<PAGE>
EXHIBIT 10.10
Where the LESSOR fails to give such cancellation notice to the
LESSEE within the mentioned time period, the LESSOR shall be
deemed to have waived its right to cancel this lease pursuant to
this paragraph 14.5.5;
14.5.6 unless the LESSOR has opted to cancel the lease in accordance
with the provisions of paragraph 14.5.5, the LESSOR must notify
the LESSEE, in writing, within sixty (60) days of the occurrence
of the damages or destruction of the building, substantially
depriving the LESSEE of the enjoyment of the leased premises, of
the date on which the repairs or the rebuilding of the building
will be completed and as of which the LESSEE may begin the work
under paragraph 14.5.3 (the "notice"); where the time required
to make said repairs or rebuilding, under the notice, exceeds
one hundred and eighty (180) days, the LESSEE may then cancel
this lease, a right that it may exercise, at its sole
discretion, no later than ten (10) days following the receipt of
the notice. The cancellation by the LESSEE shall be made by
means of a written notice addressed to the LESSOR indicating its
intention to do so, and such cancellation shall then become
executory on the date indicated in the notice in question, which
may not be prior to the date of such notice. Where the LESSEE
fails to give such cancellation notice to the LESSOR within the
mentioned time period, the LESSEE shall be deemed to have waived
its right to cancel this lease pursuant to this paragraph
14.5.6.
14.6 "LESSEE's fault" - if the building or the leased premises are partially
or totally damaged or destroyed for some reason that is attributable to
the negligence or fault of the LESSEE or of any person for whom or which
it is legally liable, then, without prejudice to the LESSOR's other
rights and remedies and also without prejudice to the rights of
subrogation of the LESSOR's insurers:
14.6.1 the damages may be repaired by the LESSOR at the LESSEE's
expense;
14.6.2 the LESSEE shall forfeit its right to cancel the lease as set
out in paragraph 14.5.6 above;
14.6.3 the LESSEE shall forfeit its right to any suspension or
reduction in rent as set out in paragraph 14.5.4.
14.7 "Removal of leasehold improvements" - the LESSEE agrees that all
leasehold improvements made by it or by the LESSOR, before or after the
lease starting date, become, as of their installation, the property of
the LESSOR, without any compensation payable to the LESSEE, and shall
remain in the leased premises. Upon expiry or cancellation of the lease,
the LESSOR may, however, ask the LESSEE to remove some or all of the
leasehold improvements from the leased premises and the LESSEE shall
then do so, at its own expense, and return the premises to the status
quo ante at the start of the lease, save for normal wear and tear. In
the event the LESSEE refuses or neglects to remove all or a part of said
leasehold improvements that the LESSOR has asked it to remove in
accordance with the foregoing, the LESSOR shall have the right, after
having given a written
<PAGE>
EXHIBIT 10.10
notice to this effect to the LESSEE granting it a period of five (5)
days to remove said leasehold improvements, to carry out, on its own,
all the work required to remove said leasehold improvements and the
LESSEE shall reimburse the LESSOR, immediately, upon request, for all of
the expenses thereby incurred by the LESSOR as well as fees equal to
fifteen percent (15%) of such expenses.
14.8 "Requisite facilities" - the LESSOR may install and maintain in the
leased premises any and all things that it deems necessary, reasonable
or useful for the proper functioning of the building, without any
compensation for the LESSEE, provided the presence of any such thing or
its maintenance does not unduly interfere with the LESSEE's peaceable
enjoyment of the premises.
14.9 "LESSEE's right to make changes" - the LESSEE may, at all times and at
its expense, make leasehold improvements to the leased premises which,
in its opinion, better meet its business needs provided, however, that:
14.9.1 before undertaking any work:
14.9.1.1 it first submits the plans and estimates to the LESSOR
and they are duly approved in writing by the latter,
14.9.1.2 it submits the insurance certificates to the LESSOR, if
this has not already been done, confirming that all the
insurance to be taken out by the LESSEE hereunder is in force,
14.9.1.3 it procures the building and other permits necessary to
proceed with the work from all competent authorities and
provides proof thereof to the LESSOR,
14.9.1.4 it obtains the approval by the LESSOR of the
contractors hired by the LESSEE to perform the work, on the
understanding that the union affiliations of the contractors and
workers who are to perform the work shall not conflict with the
affiliations of the LESSOR's employees;
14.9.2 all the work carried out by the LESSEE complies with good trade
practices, with the plans and estimates that have been approved
by the LESSOR and with all the requirements of the statutes,
regulations and by-laws that are in force, with all the
requirements of the LESSEE's and LESSOR's insurers and with all
the LESSOR's regulations that are in force;
14.9.3 all the work is performed under the LESSOR's supervision and the
LESSEE immediately pays the LESSOR, immediately, on demand, a
supervision fee equal to fifteen percent (15%) of the cost of
the work;
14.9.4 it does not make any modifications, additions or improvements to
the structure, to the outside walls or to any of the electrical,
mechanical, ventilation, heating, plumbing, air conditioning or
any other system forming part of the building's basic systems
without having first obtained the LESSOR's express approval, on
the understanding
<PAGE>
EXHIBIT 10.10
however that where the work contemplated by the LESSEE affects
the structure, the outside walls or any of the aforementioned
systems, the LESSOR shall have the right, at its discretion, to
perform the work on its own at the LESSEE's expense. Upon
completion of the foregoing, or, at the LESSOR's discretion, as
the work progresses, the LESSEE shall pay the LESSOR for the
cost of the work thus performed, plus an amount equal to fifteen
percent (15%) of such cost which represents the LESSOR's fee;
14.9.5 it removes immediately the building scrap and debris that may
accumulate in the course of the work; and
14.9.6 the work undertaken is carried out in a way that does not
conflict with the activities of the LESSOR, of the other tenants
or with the operations of the building.
ARTICLE 15
DAMAGES
15.1 "Limitation of the LESSOR's liability" - except in the event of
negligence or fault on their part, the LESSOR and any person for whom or
which it is legally liable may not, under any circumstances, be held
liable for any bodily injury of any nature whatsoever suffered by the
LESSEE or any of its employees, representatives or customers, or by any
other person who may be found in the leased premises or in the building,
or for any damages or loss to property belonging to the LESSEE, its
employees or any other person while such property is present in the
leased premises or in the building.
15.2 "Waiver by the LESSEE" - the LESSEE expressly waives any reduction in
rent, any compensation or any claim for damages, costs, losses or
expenses, regardless of the cause, unless the LESSOR's liability is
incurred in accordance with the provisions hereof and subject to any
provisions to the contrary herein.
ARTICLE 16
RIGHT OF ACCESS
16.1 "Requisite work" - where excavation work must be undertaken in the
building or on any property adjacent to the leased premises, the LESSEE
must, if required, allow access to the leased premises so that the work
can be undertaken or so that damage to the leased premises can be
prevented, and the LESSEE shall not be entitled to claim damages,
compensation or a reduction in rent as a consequence thereof, provided
the work is undertaken with diligence by the LESSOR and with the least
possible inconvenience to the LESSEE.
16.2 "Prospective buyers or tenants" - the LESSOR may arrange visits of the
leased premises for prospective buyers of the immovable during regular
business hours and, during the twelve (12) months preceding the expiry
of the lease term, for prospective tenants of the leased premises, and
the LESSOR may also place the standard "For Rent" or "For Sale" signs in
the leased premises. The LESSEE agrees to tolerate such signs.
<PAGE>
EXHIBIT 10.10
16.3 "LESSOR's access" - the LESSOR has the right to enter onto the leased
premises to undertake repair work, modifications, improvements or
additions, including all the work referred to in paragraphs 8.2 and 8.3,
without such action by the LESSOR constituting a total or partial
eviction of the LESSEE, and the stipulated rent must not be reduced
while this work is being performed, unless such work substantially
deprives the LESSEE of the enjoyment of the leased premises; except in
the case of urgent work, the LESSOR must give the LESSEE at least
twenty-four (24) hours' notice before entering into the leased premises
to undertake the aforementioned work.
16.4 "LESSOR's right to access where the LESSEE is absent" - where the LESSEE
is not present in the leased premises to authorize access in the event
of an emergency, as determined by the LESSOR, the LESSOR or its agents
may, nonetheless, enter into the leased premises in any manner
whatsoever, without being held liable and without affecting the terms,
conditions and obligations of this lease. The LESSEE undertakes to remit
a key to the LESSOR enabling it to enter into the leased premises at any
time in the event of an emergency.
ARTICLE 17
COMPLIANCE WITH THE LAW AND COMPENSATION
17.1 "LESSEE's compliance with statutes, regulations and by-laws" - the
LESSEE shall, with diligence and at its expense, comply with the
applicable statutes, rules, orders and by-laws of the municipal,
provincial and federal governments and of all the departments,
commissions and bodies of such governments, where applicable, and of any
governmental authority that exercises any jurisdiction over the leased
premises, the equipment or the accessories installed in the leased
premises, the occupancy of the leased premises by the LESSEE or the
activities of tenants in the leased premises. At the request of the
LESSOR, the LESSEE must, from time to time, provide it as well as its
legal advisors, with satisfactory proof that it holds the licenses and
permits required to operate its business in the leased premises.
17.2 "LESSOR's compliance with statutes, regulations and by-laws" - the
LESSOR shall, with diligence and at its expense, comply with the
applicable statutes, rules, orders and by-laws of the municipal,
provincial and federal governments and of all the departments,
commissions and bodies of such governments, where applicable, and of any
governmental authority that exercises any jurisdiction over the
immovable, the equipment or the accessories installed in the leased
premises.
17.3 "Indemnification by the LESSEE" - the LESSEE agrees to indemnify and
hold harmless the LESSOR and take up its defense against fines,
penalties, losses, claims, expenses or damages whatever the nature
thereof that may result from any breach by the LESSEE and any person for
whom or which it is legally liable, of any statute, order, regulation or
by-law in force and against any and all damages, losses, expenses and
claims that might result from any fault, omission or negligence by the
LESSEE and any person for whom or which it is legally liable that might
cause bodily injury, including the death of one or more persons, and
property damage in the leased premises.
<PAGE>
EXHIBIT 10.10
17.4 "Environment" - the LESSEE represents and warrants that all the
activities to be carried on in the leased premises shall comply with all
environmental laws, that the property installed by the LESSEE in the
leased premises shall be and shall remain free of any environmental
contamination or damage and that it shall inform the LESSOR as soon as
it shall learn of any environmentally-related problem. Also, the LESSEE
represents and warrants that, to the best of its knowledge, the
immovable complies with the environmental laws to which it is subject
and that no environmental complaints, lawsuits, investigations or
proceedings regarding the LESSOR's activities are pending.
ARTICLE 18
LESSEE'S OBLIGATIONS
18.1 "LESSEE's obligations" - besides the LESSEE's other obligations and
commitments set out herein, the LESSEE undertakes to the LESSOR to:
18.1.1 pay the rent and all amounts owed hereunder;
18.1.2 carry out the appropriate housekeeping in the leased premises at
its expense and keep the leased premises clean and in a good
state of repair at all times, except for repairs that are
incumbent upon the LESSOR hereunder;
18.1.3 not require the registration of this lease other than by means
of a summary, at its expense, after having had the summary
approved by the LESSOR, and cancel said registration, at its
expense, upon the expiry of the lease term or cancellation of
the lease. Where the LESSEE fails to proceed with such
cancellation, the LESSOR may do so on its own and the LESSEE
shall reimburse the LESSOR for all the expenses incurred by the
latter in doing so, plus fifteen percent (15%);
18.1.4 do nothing that might interfere with the rights of the LESSOR or
of the other tenants.
ARTICLE 19
EXPROPRIATION
19.1 "Expropriation" - where any competent authority expropriates the
immovable, in whole or in part, for public or quasi-public purposes, the
LESSOR shall have the right, at its discretion, to cancel the lease upon
simple notice to the LESSEE. Such cancellation shall take effect on the
date of the expropriation by the competent authority, the whole without
any further obligation of the LESSOR toward the LESSEE and without any
right of recourse by the LESSEE against the LESSOR. The LESSEE, on the
other hand, shall no longer be required to pay rent to the LESSOR as of
the date on which the lease comes to an end. No provision hereof shall
adversely affect the rights of the LESSOR or the LESSEE to claim damages
from the authority that has undertaken the expropriation.
<PAGE>
EXHIBIT 10.10
ARTICLE 20
HYPOTHEC (MORTGAGE)
20.1 "Movable hypothec" - to secure the payment of the rent and any amount
owed or that may be owed to the LESSOR hereunder as well as the
fulfillment of the LESSEE's obligations hereunder, the LESSEE hereby
grants in favour of the LESSOR a movable hypothec (security interest
against personal property) without delivery on all present and future
movable property that it owns, located in the leased premises, as well
as on the insurance benefits paid with regard to said movable property
(the "hypothecated property"), for a sum equal to five (5) times the
amount of the rent payable by the LESSEE to the LESSOR for the first
year of the lease (the "amount of the hypothec"). To secure any amount
owed to the LESSOR that exceeds the above amount of the hypothec, the
LESSEE hypothecates the said property for an additional amount equal to
twenty percent (20%) of the amount of the hypothec.
20.2 Other documents" - the Lessee undertakes to sign any useful or necessary
document for purposes of giving effect to the hypothec granted
hereunder.
20.3 "Postponement" - the hypothec under paragraph 20.1 above shall, at all
times, be a senior ranking hypothec. Notwithstanding the foregoing, the
LESSOR undertakes, on demand by the LESSEE, provided the latter is not
otherwise in default hereunder, to postpone its hypothec in favour of
any financial institution to which the LESSEE wishes to grant a senior
ranking hypothec on the hypothecated property provided such hypothec is
granted by the LESSEE in connection with a bona fide financing received
by it or by an affiliate from a financial institution or a syndicate of
financial institutions for the purchase of the hypothecated property or
for its general financing needs.
20.4 "LESSOR's recourses" - in the event the LESSEE is in default of paying
any amount owed to the LESSOR hereunder, the LESSOR shall then be
entitled, subject to its other rights and recourses, to exercise, with
regard to the hypothecated property, the hypothecary recourses under
Articles 2748 to 2794 of the Civil Code of Quebec.
ARTICLE 21
LETTER OF CREDIT
21.1 The LESSEE must, no later than upon the signing of the lease, remit an
irrevocable letter of credit to the LESSOR, drawn on a Canadian
chartered bank or other reputable financial institution acceptable to
the LESSOR, for an amount equal to the rent payable for the twelve (12)
month period beginning on the first day of the month following the
remittance of the letter of credit to the LESSOR, i.e., ELEVEN THOUSAND,
EIGHT HUNDRED DOLLARS ($11,800), in the form and tenor satisfactory to
the LESSOR and its legal advisors. This irrevocable letter of credit
must initially (i) take effect on the date of its remittance to the
LESSOR and expire on the day preceding the beginning of the second (2nd)
year of the lease, (ii) stipulate that the LESSOR may deduct any amount
from it, from time to time, that it considers necessary, at its sole
discretion, to compensate it for any amount of rent or other amount
payable hereunder that is outstanding or for losses or damage
<PAGE>
EXHIBIT 10.10
sustained by the LESSOR as a result of any default by the LESSEE
pursuant hereto, upon simple presentation of the letter of credit, (iii)
that such payment must be noted on said letter of credit and (iv) that
such irrevocable letter of credit shall remain in force for the balance.
Each time the LESSOR deducts an amount from the irrevocable letter of
credit in the above-mentioned manner, the LESSEE must without delay pay
the LESSOR an amount equal to the amount deducted from the letter of
credit and such amount shall be treated as a security deposit that the
LESSOR may appropriate in the same manner as the letter of credit,
mutatis mutandis. At least fifteen (15) days before the beginning of the
second (2nd) year of the lease and thereafter at least fifteen (15) days
before the beginning of each subsequent lease year included in the term
of the lease, the LESSEE must remit a new irrevocable letter of credit
to the LESSOR drawn on a Canadian chartered bank or another reputable
Canadian financial institution acceptable to the LESSOR for an amount
equal to the rent payable for the year of the lease in question. Each of
these irrevocable letters of credit must comply with the above-mentioned
terms, come into force on the date of the beginning of the lease year in
question and expire one year later. If the new irrevocable letter of
credit is remitted to the LESSOR in compliance with the terms hereof,
the LESSOR shall remit the previous letter of credit (including the
annotations thereon) to the LESSEE on the date of its expiry and, where
applicable, any amount held by the LESSOR, in accordance with the
foregoing, as a security deposit. If, for whatever reason, the LESSEE
does not remit an irrevocable letter of credit to the LESSOR that
complies with the preceding terms when it is required to do so, the
LESSOR may deduct the entire amount of the letter of credit then in its
possession, notwithstanding the fact that the LESSEE is not otherwise in
default hereunder, and this amount shall be treated as a security
deposit that the LESSOR may appropriate in the same manner as the letter
of credit contemplated in this agreement, mutatis mutandis.
21.2 No amount deducted by the LESSOR in compliance with paragraph 21.1 and
constituting a security deposit shall accrue interest in the LESSEE's
favour or shall be governed by the provisions of Articles 2283 and
following, or Articles 1299 and following of the Civil Code of Quebec.
21.3 No provision of this Article 21 shall relieve the LESSEE of its
obligation to pay the LESSOR, when due, the rent or any other amount
payable hereunder.
ARTICLE 22
DEFAULT
22.1 "Default" - the LESSEE is in default in the following cases where:
22.1.1 it fails to pay the rent when due or any other amount owed
hereunder;
22.1.2 it fails to fulfill its commitments under Article 21 herein;
22.1.3 its obligations hereunder have, at the request of the LESSOR,
been secured by a third party (a "surety") and such suretyship
ends for any reason whatsoever or is decreased for any reason
whatsoever;
<PAGE>
EXHIBIT 10.10
22.1.4 during the term of the lease, the property or movable effects
located in the leased premises are materially affected by the
LESSEE's action or omission in such a way as to decrease any
security that exists in the LESSOR's favour;
22.1.5 an attachment is issued against the LESSEE's property and it
fails to obtain a full release of such attachment within seven
(7) days thereof;
22.1.6 it or, as the case may be, the surety becomes insolvent, makes a
general assignment of its property in favour of its creditors,
declares bankruptcy or winds up its business, or takes advantage
of any law relating to insolvency or bankruptcy, or if a
receiver or trustee is appointed to take control of all or part
of the property of the LESSEE or, where applicable, of the
surety, or where any action is taken against the LESSEE
following a judgment or pursuant to the terms of the lease;
22.1.7 within fifteen (15) days of a written notice from the LESSOR,
the LESSEE fails to remedy any breach of any of the non-monetary
commitments, provisions, stipulations or conditions contained in
this lease and not specifically provided for elsewhere in
paragraph 22.1;
22.1.8 an insurance policy covering the immovable, including the leased
premises, taken out by the LESSOR or the LESSEE, is cancelled or
is threatened with cancellation because of the use or occupancy
of the leased premises or a part thereof by the LESSEE;
22.1.9 it fails to comply with the provisions hereof pertaining to
assignment and sub-lease;
22.1.10 it fails to move into the leased premises or take possession
thereof and to begin operating its business as required by this
lease;
22.1.11 it does not receive its certification at the latest within
thirty (30) days of the signature of the lease or, after having
received such certification, it is revoked;
22.1.12 at any time during the term of the lease, it or any other person
removes or attempts to remove any of its movable property from
the leased premises without the LESSOR's written permission,
except in the normal course of its business activities or during
replacement or renovation work;
22.1.13 the leased premises are used by any other person or for purposes
other than those set out in this lease without the LESSOR's
written consent;
22.1.14 it breaches or permits any person under its authority to breach
any of the provisions hereof regarding the use of the leased
premises.
22.2 "LESSOR's right to cancel the lease" - in the event the LESSEE is in
default pursuant hereto, the LESSOR may, at its discretion, without
prejudice to all its
<PAGE>
EXHIBIT 10.10
other rights and remedies hereunder or by law, cancel the lease by
giving written notice to this effect to the LESSEE, in which case the
cancellation of the lease shall take effect and the LESSEE shall vacate
the leased premises no later than:
22.2.1 the date of receipt of the notice, in the case set out in
paragraph 22.1.6; or
22.2.2 the thirtieth (30th) day after the date of receipt of the notice
so given in all other events of default, without any formal
letter of demand or legal proceedings;
but, in all cases, subject to the LESSEE's obligation to pay the rent
and any other amount owed to the LESSOR hereunder until the effective
cancellation date and to pay the LESSOR the entire rent payable by the
LESSEE for any portion of the term of the lease subsequent to the
effective cancellation date. Notwithstanding the foregoing, where the
lease has been cancelled for the reason under paragraph 22.1.11, the
LESSEE shall not be required to pay the LESSOR the rent payable for any
portion of the term of the lease subsequent to the effective
cancellation date. Where the LESSOR invokes the grounds for cancellation
set out in paragraph 22.1.1 and the LESSEE has failed on more than one
occasion to pay the rent when due, the LESSEE shall not, under any
circumstances, be entitled to oppose the LESSOR's right to cancel the
lease by invoking the right conferred on it under Article 2883 of the
Civil Code of Quebec, and the LESSEE hereby expressly waives such right.
22.3 "Abandoned property" - where the LESSEE leaves movable property or
accessories in or near the leased premises for more than thirty (30)
days after having abandoned or vacated the leased premises or after
having returned the key for the leased premises to the LESSOR, the
latter shall automatically become, without the need to give any notice
or pay the price thereof to the LESSEE, the owner of such movable
property and accessories, and the LESSEE may not claim any contractual
or extra-contractual damages or make any other claim in this respect; in
addition, the LESSEE must indemnify and hold the LESSOR harmless and
take up its defense against any claim or lawsuit filed by any person in
this respect;
22.4 "LESSEE's obligation to no longer occupy the premises" - in the event
the lease is cancelled in accordance with the provisions hereof, the
LESSEE must surrender the leased premises or, where it has not already
taken possession thereof, must renounce its right of occupancy.
ARTICLE 23
EMPHYTEUSIS
23.1 "No emphyteusis" - this lease shall not, based on any of the contents
hereof, be construed to be an emphyteutic lease, and no proprietary
right shall be deemed to have been created in favour of the LESSEE
pursuant to or by the terms hereof.
<PAGE>
EXHIBIT 10.10
ARTICLE 24
END OF LEASE
24.1 "Non-renewal"- unless there is an express written agreement to the
contrary between the parties, the lease shall not be renewed upon expiry
of its term.
24.2 "No tacit renewal" - notwithstanding any provision of the Civil Code of
Quebec, this lease shall not be tacitly renewed. Where the LESSEE
remains in possession of the leased premises after the expiry of the
lease term without the LESSOR's written consent, this extended occupancy
shall be subject to a monthly payment, payable in advance, equal to four
times the monthly installment of rent for the last month of the lease,
without prejudice to the LESSOR's rights to retake possession of the
leased premises and to evict the LESSEE without notice or compensation
to the latter, or to any other remedies that the LESSOR may have
pursuant to this lease or pursuant to the law.
24.3 "Survival of the obligations" - the rights and obligations of the LESSOR
and the LESSEE regarding the obligations that arise or exist upon expiry
of the term of the lease or upon the cancellation of the lease shall
survive such expiry or cancellation. More particularly, and without
limiting the generality of the foregoing, the expiry or cancellation of
the lease shall not cause any prejudice to the LESSOR's rights regarding
arrears of rent, the rights of each of the parties to recover damages
for the default of the other party occurring upon or before the expiry
or the cancellation date, or any right of compensation with respect to
events occurring upon or before the expiry or cancellation date of the
term of the lease.
ARTICLE 25
DECLARATION OF STATUS, RECOGNITION AND SUBORDINATION
25.1 "Declaration of status"- within ten (10) days of a written request from
the LESSOR to this effect, the LESSEE must remit to the LESSOR, on the
form provided by the LESSOR, a declaration or an attestation regarding
the status of this lease and indicating, in particular;
25.1.1 that this lease is in force without any amendment (or, if there
have been amendments, that this lease is in force as amended and
indicating the amendments);
25.1.2 the amount of rent payable at the time in question as well as
the date on which rent was last paid;
25.1.3 whether or not an actual or alleged default by one of the
parties exists for which a notice of default has been given and,
if such a default exists, indicating the nature and duration of
said default;
25.1.4 all other matters regarding this lease with respect to which the
LESSOR may request such a declaration or attestation.
25.2 "Subordination" - the LESSEE expressly agrees that this lease as well as
all the LESSEE's rights hereunder are and shall be, for the entire term
of the lease, subject to and subordinated to each and every hypothec
(mortgage) encumbering the
<PAGE>
EXHIBIT 10.10
immovable held by the LESSOR's hypothecary creditors. The LESSEE
undertakes to sign, on demand by the LESSOR, any document required by
the LESSOR or one of the LESSOR's hypothecary creditors confirming such
subordination.
25.3 "Recognition be LESSEE"- the LESSEE shall recognize promptly, on demand,
the rights as lessor under this lease of any hypothecary creditor of the
LESSOR or of any tenant under any lease (including, without restriction,
an emphyteutic lease) relating to all or substantially all of the
immovable, or otherwise affecting the immovable, or of a buyer in
connection with seizure proceedings or power of sale proceedings under
any hypothec charging the immovable, or of any creditor having taken the
immovable in payment under a hypothec charging the immovable. In
accordance with the irrevocable mandate granted to the LESSOR under
paragraph 25.4 below, it shall be entitled to recognize the right of
such hypothecary creditor or tenant (as the case may be) on behalf of
the LESSEE where the latter fails to sign such documents within ten (10)
days of the LESSOR's request to this effect.
25.4 "Execution of documents" - the LESSEE irrevocably names the LESSOR as
its agent and signing officer for purposes of signing any agreement,
declaration, attestation, acknowledgement or postponement required by
this lease or to register postponements in favour of any hypothecary
creditor where the LESSEE fails to execute such documents within ten
(10) days of a demand to this effect from the LESSOR.
ARTICLE 26
ARBITRATION
26.1 "Arbitration" - any disagreement or dispute stemming from this lease and
from the relationship between the LESSOR and the LESSEE shall be settled
by means of arbitration in accordance with the provisions of Book VII of
the Code of Civil Procedure of Quebec, to the exclusion of the regular
courts of law, with the exception of disagreements or disputes that may
be adjudicated by the Small Claims Division of the Court of Quebec, or
which become small claims where the plaintiff opts to decrease its claim
to qualify for the jurisdiction of the Small Claims Division of the
Court of Quebec, in which case such court shall have full authority to
adjudicate the disagreement or the dispute. Any arbitration conducted in
accordance with the provisions of this paragraph shall be held in Quebec
City and before one arbitrator only.
ARTICLE 27
FORCE MAJEURE
27.1 "Force majeure" - except with regard to the LESSEE's pecuniary
obligations hereunder, neither the LESSEE nor the LESSOR shall be held
liable for the non-performance of any of their obligations hereunder, or
for damages or losses sustained by the other party where said
non-performance, damages or losses are the result of an event of force
majeure, acts by enemies of Canada, war, disaster, riots, fortuitous or
other similar events, or from any other state of emergency or cause that
may reasonably be considered beyond the control of either one of the
parties.
<PAGE>
EXHIBIT 10.10
ARTICLE 28
OTHER CONDITIONS
28.1 "LESSOR's right to change the location of the leased premises" - at all
times before or after the LESSEE takes possession of the leased
premises, the LESSOR shall have the right, upon prior notice of sixty
(60) days, to relocate the LESSEE to other premises of equivalent
dimensions located in the building. Where such is the case, the LESSOR
undertakes to pay all the expenses related to the plans and estimates as
well as all other reasonable expenses for such relocation based on the
same layout or for comparable value. The LESSOR shall not, however, be
liable for any indirect damages that may ensue from such move. Where the
LESSEE is relocated to a floor of the building where the rent per square
foot of rental area payable by the other tenants who are also certified
entrepreneurs differs from that provided for herein, then the rent
payable by the LESSEE shall be adjusted accordingly so that it is equal
to the per square foot rate of the rental area paid by such other
tenants.
28.2 "Undesirable emanations" - the LESSEE must not discharge or allow the
discharge of odors, vapor, water, vibrations, noise or other undesirable
emanations from the leased premises or from the equipment or the
facilities found therein, which, in the LESSOR's opinion, are
unpleasant, may compromise the safety, comfort or convenience of the
building for the LESSOR or the occupants or tenants of the building or
their agents, visitors or employees.
28.3 "Garbage and refuse" - the LESSEE further undertakes to maintain the
leased premises free of garbage, refuse or other products that could
contribute to increasing the risk of fire, produce unpleasant or
nauseating odors or obstruct the hallways or public spaces. The LESSEE
shall put the garbage and refuse in appropriate containers located at
locations indicated by the LESSOR which shall have them removed at its
own expense.
28.4 "Rules, regulations and by-laws"- the LESSEE undertakes to comply with
the rules and regulations the LESSOR may establish from time to time for
the good reputation, safety, maintenance, cleanliness and sound
administration of the building or the leased premises, including any
regulation or by-law that forbids anyone from smoking anywhere in the
building, and to ensure that its directors, employees, officers, agents
and visitors comply with such regulations or by-laws.
ARTICLE 29
FINAL PROVISIONS
29.1 "Cumulative rights" - all the rights and remedies set out herein are
cumulative and not alternative. The LESSEE concurs that all the
documents attached hereto form an integral part hereof, to avail as if
herein recited at length.
29.2 "Real estate broker" - the LESSEE represents and warrants that no real
estate agent or broker has negotiated or participated in the discussions
or conclusion of this lease.
<PAGE>
EXHIBIT 10.10
29.3 "Waiver" - any waiver or amendment of the terms and conditions of the
lease shall be in writing, subject to the LESSOR's right to establish
rules and regulations as stipulated herein and without prejudice to this
right.
29.4 "Failure to demand compliance with a condition" - the LESSOR's failure
to insist upon the LESSEE's compliance with any provision or condition
of this lease or its failure to exercise any right granted to it
hereunder does not constitute a waiver of such provision, condition or
right pursuant to this lease, or an abandonment thereof, which
condition, provision or right shall continue in force and effect.
29.5 "Applicable laws" - this lease shall be governed by the laws in force in
the Province of Quebec.
29.6 "Severable clauses" - in the event a provision of this lease should be
declared illegal or unenforceable, any such provision shall then be
deemed not to form part of the lease, which shall remain in force as if
such provision had never formed part of the lease.
29.7 "Gender and number" - the singular shall include the plural and the
masculine shall include the feminine, or vice versa, where applicable.
29.8 "Headings" - the headings used in this lease are solely to facilitate
comprehension of the text and shall not be construed as forming part of
the lease or used for its interpretation.
29.9 "Time limits" - the time limits set out in this lease are of the
essence. In addition to all the other circumstances whereby the LESSEE
may be in default by the operation of law, the simple occurrence of a
default as set out in paragraph 22.1 herein shall put the LESSEE in
default pursuant to the provisions of Articles 1594 and following of the
Civil Code of Quebec.
29.10 "Acknowledgement" - the LESSOR and the LESSEE acknowledge and agree that
they have read, examined, understood and approved this lease, including,
without restriction, all the schedules hereto. The LESSEE furthermore
acknowledges having obtained all useful and necessary information to
make an informed decision regarding the signing of this lease.
29.11 "Successors and assigns" - this lease shall enure to the benefit of and
shall bind the parties, their heirs, administrators, successors and
assigns.
29.12 "Other agreements" - this lease cancels and supersedes, for all legal
intents and purposes, any prior verbal or written agreement or
understanding between the parties regarding the leased premises.
<PAGE>
EXHIBIT 10.10
IN WITNESS WHEREOF, THE LESSOR AND THE LESSEE HAVE SIGNED THIS LEASE ON THE
DATES AND AT THE LOCATIONS INDICATED BELOW.
Signed in Quebec City, on this 3rd day of November 1998.
RECRUSOFT INC.
(s) Per: (s) Martin Ouellet
---------------------------------- --------------------------------
Witness Martin Ouellet
Signed in Montreal, on this 10th day of November 1998
SOCIETE EN COMMANDITE EDIFICE LE
SOLEIL ACTING THROUGH ITS GENERAL
PARTNER 9057-6133 QUEBEC INC.
(s) Per: (s) Michel Cyr
---------------------------------- --------------------------------
Witness Michel Cyr
<PAGE>
EXHIBIT 10.10
ADDENDUM TO LEASE
Between:
Edifice le Soleil Limited Partnership, a duly incorporated corporation acting
through its general partner 9057-6133 Quebec Inc, having its headquarters and
primary place of business at 255, rue Saint Jacques, Suite 100, in the City
of Montreal, Province of Quebec, represented herein by and acting through Mr.
Francois Bourbonnais, duly authorized for purposes hereof as he has declared:
hereinafter referred to as "LESSOR,"
PARTY OF THE FIRST PART
And:
RECRUSOFT INC., a duly incorporated corporation having its headquarters and
primary place of business at 390, rue St-Vallier Est, Suite 401, Quebec City,
G1K 3P6, acting and represented by Mr. Martin Ouellet, duly authorized for
purposes hereof by a resolution of which a certified copy is attached hereto.
hereinafter referred to as "LESSEE,"
PARTY OF THE SECOND PART
WHEREAS by lease dated November 3rd nineteen ninety-eight (1998), hereinafter
referred to as the "Lease," the LESSOR has leased to the LESSEE for a term of
THREE (3) years, starting from December first (1st), 1998, office spaces having
a rental surface area of approximately ONE THOUSAND ONE HUNDRED AND FIFTY
(1,150) square feet (including 15% common areas) located in the building known
as the "CDTI Le Soleil" (hereinafter the "Building"), all of which is shown in
the plans prepared by the architects GERPATEC, on October 8, 1998;
WHEREAS by addenda signed on September 16, 1999, the rental surface area of the
leased premises was increased to 4,072 square feet and that certain amendments
were made to the existing lease without changing the term of the lease;
<PAGE>
EXHIBIT 10.10
WHEREAS the parties seek to extend the term of the lease;
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Term of the Lease - Article 3.1 of the lease is amended to specify that the
term of the lease will be SEVEN (7) years starting on December 1, 1998 and
terminating on November 30, 2005.
2. Rent - Starting on December 6, 2001, the rent, specified in paragraph 5.1.3
of the lease, shall be increased by 3.3% per year until the end of the term of
the lease, which is November 30, 2005.
3. Taking Possession of the Leased Premises - The LESSEE took possession of the
leased premises on August 1, 1999, and accepts them as delivered.
4. Effective Date - This Addendum becomes effective as of the date of signing of
this agreement.
5. Lease - All provisions of the lease and the addendum to the lease signed
September 16, 1999 remain unchanged.
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS ADDENDUM IN MONTREAL ON THE
DATES INDICATED BESIDE THEIR SIGNATURES.
LESSEE
RECRUSOFT INC.
Date:
Per: Martin Ouellet, authorized for purposes hereof as he has declared
<PAGE>
EXHIBIT 10.10
Witness:
LESSOR
Edifice le Soleil Limited Partnership acting through its general partner
9057-6133 Quebec Inc.
Date:
Per: Francois Bourbonnais, authorized for purposes hereof as he has declared
Witness:
<PAGE>
EXHIBIT 10.10
ADDENDUM TO LEASE
Between: Edifice le Soleil Limited Partnership, a legally constituted
corporation acting through its general partner 9057-6133 Quebec
Inc., with its head office and its main place of business at 255,
rue Saint-Jacques, Suite 100, in the city of Montreal, province of
Quebec, represented herein and acting through Mr. Francois
Bourbonnais, duly authorized for the purposes hereof, as he so
declares:
hereinafter the "LESSOR"
Party of the first part
And: Recrusoft Inc., a legally constituted corporation, with its head
office and its main place of business at 390 Rue St-Vallier Est,
Suite 401, Quebec City, G1K 3P6, represented herein and acting
through Mr. Martin Ouellet, duly authorized for the purposes hereof
pursuant to a resolution of which a certified copy is attached
hereto:
Hereinafter the "LESSEE"
Party of the second part
WHEREAS by lease dated November 3, nineteen ninety-eight (1998), hereinafter the
"Lease," the Lessor rented to the Lessee, for a three-year (3-yr) term, as of
December first (1st) 1998, office space with an approximate rental area of one
thousand one hundred and fifty (1,150) square feet (including 15% common areas)
located in the building known as "CDTI Le Soleil" (hereinafter the Building), as
described in the plans prepared by GERPATEC architects on October 8, 1998;
WHEREAS the parties to the Lease want to increase the rental area of
the leased premises pursuant to the Lease;
<PAGE>
EXHIBIT 10.10
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Rental area: As of August 1, 1999, the total rental area of the leased
premises will be increased by approximately 2,922 rentable square feet to a
total new rental area (usable space of 3,541 sq. ft. + 15.0% for common areas)
of the leased premises to four thousand seventy-two (4,072) square feet (See
appendix A). This area shall be measured according to the BOMA 1996 method, and
the changes to the rental area, if any, will apply as of August 1, 1999.
2. Taking possession of leased premises: - The Lessee took possession of the
leased premises as of August 1, 1999 and accepted them in the state in which
they were delivered.
3. Effective date: this Addendum becomes effective as of August 1, 1999 and all
the Lessor's and Lessee's obligations pursuant to the Lease will reflect the
increase in the rental area as of this date.
4. Lease: All the clauses of the lease, as well as the term, remain unchanged,
except for the rental area mentioned in paragraph 1 hereof and the following
modifications:
4.1 Right of first refusal
For the entire term of the lease, the Lessee, provided that it is not in
default under this Lease, can have the right of first refusal to an
additional, adjoining space, which is or will become vacant, on the same
floor. This right is, however, subordinated to the right already granted
to Soft Acoustik, a tenant on the same level. Upon written notice from
the Lessor informing the Lessee that the space is or will become
available, the Lessee shall inform the Lessor, within ten (10) business
days, whether it will exercise its right of first refusal, with respect
to the space in question, under terms to be negotiated.
4.2 Renewal option
<PAGE>
EXHIBIT 10.10
The Lessee, provided that it is not in default under this Lease, that it
has not subleased the premises, in whole or in part, or assigned the
Lease, will have one (1) option to renew its Lease, for an additional
5-year period, under the same terms and conditions, except that the rent
mentioned in paragraph 5.1.3 shall be increased by 3.3% per year, for
the renewal term. The Lessee shall inform the Lessor by written notice
that it is exercising this option, which notice shall be received by the
Lessor 6 months before the end of the lease at the latest, failing which
this renewal option will be deemed null and void for all legal purposes.
4.3 Rent
Notwithstanding the amount of rent provided under paragraphs 5.1.1,
5.1.2 and 5.1.3 of this lease, the rent payable by the Lessee as of
August 1, 1999 will be calculated based on the new rental area of the
leased premises, i.e. 4,072 square feet.
Given that part of the premises will not be used entirely by the Lessee
as of August 1, 1999, the Lessee will be extended a rent holiday for a
maximum term of 12 months, for a rental area of 600 square feet. If the
Lessee physically occupies the premises before the free 12-month period,
it will have to pay the applicable rent.
4.4 Parking
Notwithstanding the number of parking spaces mentioned in paragraph 8.1
of the lease, the Lessee shall be entitled to a minimum of 2 spaces per
1,000 square feet of rental area.
4.5 Change of control
Notwithstanding the stipulations of article 12.6 hereof, the Lessee will
not be in default pursuant to a change of control in the company,
provided that it informs the Lessor and that this transaction is not a
covert method of subleasing within the meaning of article 12.6 of the
lease.
<PAGE>
EXHIBIT 10.10
4.6 Removal of leasehold improvements
Notwithstanding article 14.7 of the lease, the Lessor agrees not to
require the Lessee to remove the leasehold improvements, except for
those with a specialized character, and which, in the Lessor's opinion,
cannot be re-used by another Lessee.
4.7 Lessor's right to change the location of the leased premises
Notwithstanding article 28.1, the Lessor may change the location of the
leased premises, and in all cases in which the location of the leased
premises is changed by the Lessor, the existing lease will continue to
apply and the rent shall remain unchanged.
<PAGE>
EXHIBIT 10.10
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS ADDENDUM IN MONTREAL, ON THE
DATES INDICATED NEXT TO THEIR SIGNATURES.
Lessee
Recrusoft Inc.
Date: September 10, 1999
Per: /s/ Martin Ouellet
Authorized for the purposes hereof, as he so
declares
Witness
Lessor
Edifice le Soleil Limited Partnership,
acting through its general partner 9057-6133
Quebec, Inc.
Date: September 16, 1999
Per: Francois Bourbonnais
Authorized for the purposes hereof, as he so
declares
Witness
<PAGE>
EXHIBIT 10.10
LEASE AGREEMENT
BETWEEN:
Edifice Le Soleil Limited Partnership, a duly incorporated corporation acting
through its general partner 9057-6133 Quebec Inc. with headquarters and
primary business location at 255, rue Saint-Jacques, Suite 100, in the city
of Montreal, Quebec, represented herein by Mr. Francois Bourbonnais, duly
authorized as he has declared, hereinafter designated the "LESSOR";
AND:
RECRUSOFT INC., with a place of business at 390, rue St-Vallier
Est, Suite 401, Quebec City, G1K 3P6, represented by Mr. Martin
Ouellet, duly authorized as he has declared, hereafter designated
the "LESSEE."
WHEREAS the LESSEE currently occupies leased premises of 4,072 square feet on
the 4th floor of the building and wishes to enlarge its space;
WHEREAS the LESSEE wants new space with an additional area of approximately
5,000 square feet, adjoining and on the same building floor as the current
space; and whereas the LESSOR plans to make that additional area available for
occupancy within 5 to 6 months;
WHEREAS the LESSEE wishes to negotiate a long-term lease for all its
space;
WHEREAS the LESSEE needs in the immediate future an additional space on a
temporary basis and the LESSOR has such space on the 3rd floor of the building
at 390 rue St-Vallier, Quebec City.
WHEREAS the LESSEE agrees to start its operations in a temporary space:
<PAGE>
EXHIBIT 10.10
THE FOLLOWING IS AGREED:
1. The space defined as the leased premises, having a surface area of 4,072
square feet, is located in the south part of the 3rd floor of the building (see
attached plan).
2. The leased premises shall be delivered in their current state as seen and
accepted by the LESSEE, except that the common wall shall be covered with
unpainted drywall with unsealed joints. Ventilation and air conditioning
equipment shall be made operational.
3. The total gross monthly rent, including the basic rent and the additional
rent, including the cost for taxes, energy, lighting, and operating costs
(except for housekeeping), is established as follows:
October 1999 free
November 1999 $2,000
December 1999 $2,400
January 2000 $2,800
February 2000 $3,200
March 2000 $4,000
April-June 2000 $4,000
4. This rent is payable in advance at the beginning of each month.
5. This agreement is in effect until the new permanent offices become available
for occupancy by the LESSEE, as outlined in the rental lease to be drawn up
between the parties within thirty days from the signature of this agreement. If
after a period of 8 months, the lease covering the new permanent offices is not
signed, the premises contemplated herein shall become the permanent premises and
be entirely integrated into the current lease by means of addenda as per the
terms and conditions of the effective lease, including leasehold improvements
and the LESSOR's work.
6. The leased premises shall be delivered to the LESSEE 10 days after the
signature of this agreement by the parties.
<PAGE>
EXHIBIT 10.10
7. The LESSEE shall provide the same insurance coverage for the new premises as
it does for its present lease on the 4th floor.
8. The LESSEE may receive eight (8) additional indoor parking spaces in Block C
at the current effective rental rate.
THE PARTIES HAVE ACCEPTED THE CONDITIONS HEREIN AND HAVE SIGNED IN QUEBEC CITY
ON THIS __ DAY OF SEPTEMBER 1999.
"LESSOR"
EDIFICE LE SOLEIL LIMITED PARTNERSHIP
Acting through its general partner 9057-6133 Quebec Inc.
Per: Francois Bourbonnais Witness
"LESSEE"
RECRUSOFT INC.
Per: Martin Ouellet Witness
<PAGE>
EXHIBIT 10.10
July 19, 2000
ADDENDUM TO LEASE
Between: Edifice le Soleil, a limited partnership governed by the laws of
Quebec and acting through its general partner 9057-6133 Quebec Inc.,
with its head office and its main place of business at 255, rue
Saint-Jacques, Suite 100, in the city of Montreal, province of
Quebec, represented herein and acting through Mr. Francois
Bourbonnais, duly authorized for the purposes hereof, as he so
declares:
hereinafter the "Lessor"
Party of the first part
And: Recrusoft.com (Canada) Inc., a legally formed corporation, with its
head office and its main place of business at 390 Rue St-Vallier
Est, Suite 401, Quebec City, G1K 3P6, represented herein and acting
through Mr. Martin Ouellet, duly authorized for the purposes hereof
pursuant to a resolution of which a certified copy is attached
hereto:
Hereinafter the "Lessee"
Party of the second part
WHEREAS, by lease dated November 3, nineteen ninety-eight (1998), hereinafter
the "Lease," the Lessor rented to the Lessee, for a three (3) year term, as of
December first (1st) 1998, office space with an approximate rental area of one
thousand one hundred and fifty (1,150) square feet (including 15% common areas)
located on level 5 of the building known as "CDTI Le Soleil" (hereinafter the
Building), as described in the plans prepared by Gerpatec architects on October
8, 1998;
WHEREAS through the addendum signed on September 16, 1999, the rental area of
the leased premises was increased to 4,072 square feet, and certain amendments
were made to the existing lease, without changing the term of the lease;
<PAGE>
EXHIBIT 10.10
WHEREAS on September 20, 1999 the parties signed an agreement for the temporary
rental, from October 1, 1999 to June 30, 2000, of a rental area of 4,072 square
feet on level 4 of the same building as the original Leased Premises (block A).
This agreement was intended to allow the Lessee to wait for the end of
construction of new premises in Block B, the delivery of which was planned for
September 1, 2000.
WHEREAS on March 8, 2000, the parties signed an agreement to extend the term of
the lease until November 30, 2005, and to increase the rental area of the leased
premises to 14,144 square feet.
WHEREAS the parties to the Lease want to increase the leased premises by adding
the rental area currently occupied by SoftAcoustik on level 5 (4th floor) of
Block A.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Rental area: The rental area of the Leased Premises shall increased by five
thousand two hundred ninety-one square feet (5,291 sq. ft.), "hereinafter the
Additional Rental Area," in order to go from fourteen thousand one hundred
forty-four square feet (14,144 sq. ft.) to nineteen thousand four hundred
thirty-five square feet (19,435 sq. ft.). The additional space is located on
level 5 of Block A, as specified on the plan of leased premises appearing in
appendix 1 hereto.
The rental area shall be measured according to the BOMA method (June 1996) and
adjustments will be made to the lease according to the new measurements as of
the effective date hereof.
The Lessee shall take possession of the Additional Rental Area in its current
state, as of October 1, 2000. The Lessee states that it has inspected said state
of the premises, and that it is satisfied with it. All layout shall be conducted
at the Lessee's expense;
<PAGE>
EXHIBIT 10.10
2. Rent: As of September 1, 2000, the rent mentioned in paragraph 5.1 of the
lease will be modified as follows:
Start date End date Annual rental rate Applicable surface
---------- -------- ------------------ ------------------
October 1, 2000 November 30, 2000 $13.98 16,935 sq. feet
December 1, 2000 November 30, 2001 $15.27 19,435 sq. feet
December 1, 2001 November 30, 2002 $15.94 19,435 sq. feet
December 1, 2002 November 30, 2003 $16.35 19,435 sq. feet
December 1, 2003 November 30, 2004 $17.05 19,435 sq. feet
December 1, 2004 November 30, 2005 $17.48 19,435 sq. feet
3. Effective date: This Addendum will become effective as of the signature
hereof.
4. Lease: All the clauses of the lease signed on November 3, 1998, of the
addendum to the lease signed on September 16, 1999, of the rental agreement
signed on September 20, 1999, and of the addendum to the lease signed on March
8, 2000 remain unchanged, except for the temporary rental agreement of September
20, 1999, which is extended until August 31, 2000.
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS ADDENDUM IN QUEBEC CITY, ON THE
DATES INDICATED NEXT TO THEIR SIGNATURES.
Lessee
Recrusoft.com (Canada) Inc.
Date: July 13, 2000
Per: Martin Ouellet
<PAGE>
EXHIBIT 10.10
Authorized for the purposes hereof, as he so declares
Witness
Lessor
Edifice le Soleil limited partnership, acting through
its general partner 9057-6133 Quebec, Inc.
Date: July 20, 2000
Per: Francois Bourbonnais
Authorized for the purposes hereof, as he so declares
Witness
<PAGE>
1
ADDENDUM TO LEASE
Between:
EDIFICE LE SOLEIL LIMITED PARTNERSHIP, a limited partnership under the laws of
Quebec, acting through its general partner, 9057-6133 Quebec Inc., having its
headquarters and principal place of business at 255, rue Saint Jacques, Suite
100, in the City of Montreal, Province of Quebec, represented herein by and
acting through Mr. Francois Bourbonnais, duly authorized for purposes hereof as
he has declared:
hereinafter referred to as "LESSOR,"
PARTY OF THE FIRST PART
And:
RECRUSOFT.COM (CANADA) INC., a duly incorporated corporation having its
headquarters and primary place of business at 390, rue St-Vallier Est, Suite
401, Quebec City, G1K 3P6, acting and represented by Mr. Jean Lavigueur, duly
authorized for purposes hereof by a resolution of which a certified copy is
attached hereto.
hereinafter referred to as "LESSEE,"
PARTY OF THE SECOND PART
WHEREAS by lease dated November 3rd nineteen ninety-eight (1998), hereinafter
referred to as the "Lease," the LESSOR has leased to the LESSEE for a term of
THREE (3) years, starting from December first (1st), 1998, office spaces having
a rental surface area of approximately ONE THOUSAND ONE HUNDRED AND FIFTY
(1,150) square feet (including 15% common areas) located on level 5 in the
building known as the "CDTI Le
<PAGE>
Soleil" (hereinafter referred to as the "Building"), all of which is shown in
the plans prepared by GERPATEC architects, on October 8, 1998;
WHEREAS by addendum signed on September 16, 1999, the rental surface area of the
leased premises was increased to 4,072 square feet and certain amendments were
made to the existing lease without changing the term of the lease;
WHEREAS on September 20, 1999, the parties signed an agreement for temporary
leasing from October 1, 1999 to June 30, 2000, of a space of 4,072 square feet
of rental area located on level 4 of the same building as the original Leased
Premises (Block A).
This agreement was intended to allow the LESSEE to wait for the end of
construction of new premises in Block B, the delivery of which is planned for
September 1, 2000.
WHEREAS the parties to the Lease wish to extend the term of the lease and
increase the rental surface area of the Leased Premises;
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Term of the Lease - Article 3.1 of the lease has been amended to specify that
the term of the lease shall be SEVEN (7) years starting on December 1, 1998 and
terminating on November 30, 2005.
However, the LESSEE may, on written notice of six (6) months, terminate the
Lease on December 1, 2002, if the LESSOR is not able to provide the LESSEE with
additional space of a minimum of 5,000 square feet in the complex.
In the event of termination before the end of term of the Lease, the LESSEE
shall pay the LESSOR a penalty corresponding to the undepreciated part of the
leasehold improvements as defined in paragraph 7 of this agreement below.
Rental Surface Area - The total rental surface area of the Leased Premises shall
be modified as follows:
<PAGE>
Block A Level 5: 4,072 square feet
Level 4: 4,072 square feet
Block B Level 5: 3,500 square feet
Block D Level 5: 2,500 square feet
29.13 TOTAL 14,144 square feet
The rental surface area shall be measured according to the BOMA
method (June 1996) and the lease shall be adjusted to reflect the
new dimensions starting on September 1, 2000 for Blocks A and B and
on December 1, 2000 for Block D.
2. Rent - Starting on September 1, 2000, the rent specified in paragraph 5.1 of
the lease shall be modified to reflect a total weighted rent applicable to the
total rental surface area of 14,144 square feet, including the cost of leasehold
improvements for Blocks B and D which are amortized over the term of the Lease
and allocated over the rental surface area of the leased premises. A detailed
calculation of the rent for the period from September 1, 2000 to November 30,
2005 is shown in Schedule "A" of this agreement. For the period from September
1, 2000 to December 1, 2000, the rent for Block B shall apply to the surface
area of 3,500 square feet.
3. Taking Possession of the leased premises - The LESSEE shall take possession
of the Rented Premises according to the following schedule:
3.1. Block A Level 5: 1,150 square feet delivered on December 1, 1998
3.2. Block A Level 5: 2,922 square feet delivered on August 1999
<PAGE>
3.3. Block A Level 4: 4,072 square feet delivered October 1, 1999
3.4. Block B Level 5: 3,500 square feet that shall be delivered on
September 1, 2000 as per the estimate referred to
in Schedule B hereinafter
3.5. Block D Level 5: 2,500 square feet that shall be delivered on
December 1, 2000 as per the estimate referred to
in Schedule B hereinafter
4. Effective Date - This Addendum takes effect from the date of the signature of
this agreement.
5. Lease - All provisions of the lease signed on November 3, 1998, of the lease
addendum signed on September 16, 1999, as well as the rental agreement signed on
September 20, 1999, remain unchanged except for the September 20, 1999
agreement, which is extended until August 31, 2000.
6. Special Improvements - The LESSOR undertakes to construct, at a location
determined by the LESSEE, an inside stairway joining the spaces on levels 4 and
5 of Block A. The maximum allocation for this improvement is $10,000.
7. Leasehold Improvements to Blocks B and D - The LESSEE may benefit from an
allocation of TWENTY DOLLARS ($20.00) per square foot of rental area for the
LESSEE's improvements in the part of the leased premises located in Blocks B and
D with an approximate total surface area of 6,000 square feet.
The cost of the leasehold improvements by the LESSEE shall be reimbursed over
the term of the lease at a rate of 10.0% and allocated over the entire surface
area of the leased premises (14,144 square feet).
<PAGE>
8. Letter of Credit - By April 1, 2000 at the latest, the LESSEE shall submit to
the LESSOR an irrevocable letter of credit, drawn on a Canadian chartered bank
or another reputable financial institution acceptable to the LESSOR, in the
amount of SEVENTY-FIVE THOUSAND DOLLARS ($75,000), satisfactory in form and
content to the LESSOR and its legal counsel. This irrevocable letter of credit
shall initially: i) become effective on the date of submittal and expire on the
day preceding the start of the second (2nd) year following its issuance; ii)
stipulate that the LESSOR may deduct from the letter of credit, from time to
time, at its sole discretion, any amount that it considers necessary to
compensate for any rent or other amount payable under this agreement and
remaining unpaid, or for losses or damages incurred by the LESSOR as a result of
any default of the LESSEE pursuant to this lease, on simple presentation of the
letter of credit; iii) that such payment must be noted on the letter of credit;
and iv) that the irrevocable letter of credit shall remain in force for the
balance. The LESSEE shall immediately, each time the LESSOR deducts any amount
from the irrevocable letter of credit in the above-mentioned manner, pay the
LESSOR an amount equal to the amount deducted from the letter of credit, and
this amount shall be treated as a security deposit that the LESSOR may
appropriate in the same manner as the letter of credit, mutatis mutandis. At
least fifteen (15) days before the start of the second (2nd) year following its
issuance and thereafter, at least fifteen (15) days before the start of each
subsequent year until November 30, 2005, the LESSEE shall submit to the LESSOR a
new irrevocable letter of credit drawn on a Canadian chartered bank or another
reputable Canadian financial institution acceptable to the LESSOR in the amount
as determined below:
Starting on April 1, 2001 the amount of SEVENTY-FIVE THOUSAND DOLLARS
($75,000) shall be reduced by FIFTEEN THOUSAND DOLLARS ($15,000) per
year.
Each of these irrevocable letters of credit shall conform to the foregoing
provisions, become effective on the starting date of the lease year in question,
and expire one year later. If the new irrevocable letter of credit is submitted
to the LESSOR in accordance with the terms of this agreement, the LESSOR shall
return to the LESSEE the prior letter of credit (with the annotations thereon)
on the date of its expiration and, if necessary, any amount held by the LESSOR,
in accordance with the foregoing, as a security deposit. If, for whatever
reason, the LESSEE does not return to the LESSOR an irrevocable letter of credit
in accordance with the foregoing provisions at the time it is required to do so,
the LESSOR may deduct the entire amount of the letter of credit in its
possession at that time, notwithstanding the fact that the LESSEE is not
otherwise in default under this Lease, and this amount shall be treated as a
security deposit that the LESSOR may appropriate in the same way as the letter
of credit hereunder, mutatis mutandis.
Notwithstanding the foregoing, the LESSOR shall send written notice to the
LESSEE notifying it to remedy unfulfilled obligations or defaults within five
(5) business days. If the LESSEE does not remedy the breaches or defaults within
this time, the LESSOR may apply the above-specified procedures.
<PAGE>
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS ADDENDUM IN QUEBEC CITY ON THE
DATES INDICATED BY THEIR SIGNATURES.
LESSEE
RECRUSOFT.COM (CANADA) INC.
Date: March 8, 2000
Per: Jean Lavigueur
Authorized for purposes hereof as he has declared
Witness
LESSOR
Edifice du Soleil Limited Partnership
Acting through its general partner 9057-6113 Quebec Inc.
Date: March 9, 2000
Per: Francois Bourbonnais
Authorized for purposes hereof as he has declared
Witness
<PAGE>
1
ADDENDUM TO LEASE
Between: Edifice le Soleil, a limited partnership governed by the laws of Quebec
and acting through its general partner 9057-6133 Quebec Inc., with its
head office and its main place of business at 255, rue Saint-Jacques,
Suite 100, in the city of Montreal, province of Quebec, represented
herein and acting through Mr. Francois Bourbonnais, duly authorized for
the purposes hereof pursuant to a resolution of which a certified copy
is attached hereto:
hereinafter the "Lessor"
Party of the first part
And: Recrusoft (Canada) Inc., a legally constituted corporation, with its
head office and its main place of business at 330 Rue St-Vallier Est,
Suite 400, Quebec City, G1K 3P6, represented and acting through Mr.
Jean Lavigueur, duly authorized for the purposes hereof pursuant to a
resolution of which a certified copy is attached hereto:
Hereinafter the "Lessee"
Party of the second part
WHEREAS by lease signed on November 3, nineteen ninety-eight (1998), hereinafter
called the "Lease," the Lessor rented to the Lessee, for a three (3) year term,
as of December first (1st) 1998, office space with an approximate rental area of
one thousand one hundred and fifty (1,150) square feet (including 15% common
areas) located on Level 5, in the building known as "CDTI Le Soleil"
(hereinafter the Building), as described in the plans prepared by Gerpatec
architects on October 8, 1998;
<PAGE>
WHEREAS through the addendum signed on September 16, 1999, the rental area of
the leased premises was increased to 4,072 square feet, and certain amendments
were made to the existing lease, without changing the term of the lease;
WHEREAS on September 20, 1999, the parties signed an agreement for the temporary
rental, from October 1, 1999 to June 30, 2000, of a rental area of 4,072 square
feet located on the 4th level of the same building as the original Leased
Premises;
WHEREAS through the addendum signed on March 8, 2000, the term of the Lease was
extended until November 30, 2005 and rental area of the leased premises was
increased to 14,144 square feet;
WHEREAS through the addendum signed on July 13, 2000, the rental area defined in
the Lease was increased by 5,291 square feet, from 14,144 square feet to 19,435
square feet;
WHEREAS the rental area as of July 13, 2000 was measured according to the BOMA
method (June 1996) and revised to 20,747 square feet, according to the
measurement certificate issued by Mr. Richard Carrier, a surveyor with the firm
of Gosselin, Parent, Lemay, Carrier & Associates, a surveyors (general
partnership), dated January 8, 2001 under minute 5206;
WHEREAS the Lessee wants to increase the leased premises by adding rental area
of 5,332 square feet located on the south side of Level 4 (3rd floor) of 390,
rue Saint-Vallier east, increasing the total rental area to 26,079 square feet,
and whereas the Lessee accepts this new rental area;
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Rental area - The rental area of the Leased Premises will be increased by
five thousand three hundred thirty-two square feet (5,332 sq. ft.), hereinafter
the "additional rental area," in order to increase the total rental area to
twenty-six thousand seventy-nine square feet (26,079 sq. ft.). The additional
rental area is located on the South side, on Level 4
<PAGE>
(3rd floor) of 390, rue Saint-Vallier east, as specified in red on the plan of
the leased premises appearing in appendix 1 hereto.
The Lessee will take possession of the Additional Rental Area in its current
state as of August 1, 2001. The Lessee states that it has inspected said state
of the premises and is satisfied with it. All layout work will be conducted at
the Lessee's expense, and the rent will be payable on the total rental area as
of October 1, 2001. The date of taking possession may be postponed by 1 month
without penalty for the Lessor. The date mentioned in article 3, i.e. October 1,
2001, will be moved accordingly to November 1, 2001.
2. Extension of Lease term - The Lessee agrees to extend the lease until
November 31, 2007. The rent for the additional period shall be defined according
to paragraph 3 hereof.
3. Rent - As of October 1, 2001, the rent mentioned in paragraph 5.1 of the
lease shall be modified as follows:
Start date End date Annual rental rate Applicable surface
December 1, 2000 September 31, 2001 $15.27 20,747 sq. feet
October 1, 2001 November 31, 2001 $16.82 26,079 sq. feet
December 1, 2001 November 30, 2002 $16.82 26,079 sq. feet
December 1, 2002 November 30, 2003 $17.23 26,079 sq. feet
December 1, 2003 November 30, 2004 $17.93 26,079 sq. feet
December 1, 2004 November 30, 2005 $18.36 26,079 sq. feet
Extension
December 1, 2005 November 30, 2006 $17.44 26,079 sq. feet
December 1, 2006 November 30, 2007 $17.92 26,079 sq. feet
4. Storage - As of April 1, 2001, the Lessee may benefit from storage space with
a rental area of 596 square feet (suite 022B) located on Level 0 of 330, rue
Saint-Vallier east (as
<PAGE>
identified in the plan attached hereto). The Lessee undertakes, as of April 1,
2001, and for the term of the lease, to pay the Lessor a total gross rent of
$7.00 per rented square foot for this storage space.
5. Effective date - This Addendum will become effective as of the signature
hereof.
6. Work to be performed by the Lessor - The Lessor undertakes to redo the roof
of building A, as soon as the weather allows. The Lessor also undertakes, before
October 31, 2001, to install new thermal windows on the leased premises located
at 390, rue Saint-Vallier in Quebec City.
7. Parking - The Lessee is entitled to the right to use 2 parking spaces per
1,000 square feet of total rental area, according to the rent established from
time to time by the Lessor and as per the prices found on the market.
8. Outside display - The lessee may post its signs, at its expense, on the East
side of the building located at 390, rue Saint-Vallier. The signage shall comply
with the display plan of the Lessor and the municipal by-laws in effect.
9. Leasehold improvements - The lessee shall benefit from an allowance of one
hundred six thousand six hundred dollars ($106,600) excluding any sales tax, to
pay for the cost of leasehold improvements that it will carry out on the
Additional Rental Area. The lessee agrees to repay this amount over the
remaining term of the lease of Seventy-Five (75) months, at the rate of 10.0%.
This rent is included in the rent specified in paragraph 3 hereof. The Lessee
shall use the Contractor designated by the Lessor to perform the layout work.
<PAGE>
4
10. Conditional agreement - This agreement is conditional upon the Lessor being
able, within 60 days following the signature hereof by the Lessee, to repossess
the spaces contemplated in this agreement for the extension of the leased
premises.
11. Lease - All the clauses of the lease signed on November 3, 1998, of the
addendum to the lease signed on September 16, 1999, the rental agreement signed
on September 20, 1999, the addendum to the lease signed on March 8, 2000 and the
addendum to the lease signed on July 13, 2000 remain unchanged, except for the
clauses modified by this agreement.
IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS ADDENDUM IN QUEBEC CITY, ON THE
DATES INDICATED NEXT TO THEIR SIGNATURES.
Lessee
Recrusoft (Canada) Inc.
Date: May 8, 2001
Per: Jean Lavigueur
Authorized for the purposes hereof, pursuant
to a resolution
Witness
Lessor
<PAGE>
Limited partnership Edifice le Soleil,
acting through its general partner 9057-6133
Quebec, Inc.
Date: June 12, 2001
Per: Francois Bourbonnais
Authorized for the purposes hereof, pursuant
to a resolution
Witness
<PAGE>
ADDENDUM NO. 6, DATED THE 5th DAY OF FEBRUARY 2003 TO THE LEASE AGREEMENT DATED
THE 3rd DAY OF NOVEMBER 1998 AND TO ADDENDA NUMBERS 1, 2, 3, 4, 5 AND 6
(TOGETHER THE "LEASE") BETWEEN LIMITED PARTNERSHIP "EDIFICE LE SOLEIL" (THE
"LESSOR") AND RECRUITSOFT (Canada) INC. (THE "LESSEE")
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Starting on April 1, 2003 (the "EFFECTIVE DATE"), the Leased
Premises shall be increased by an area of eight thousand eight
hundred and ninety-eight (8,898) square feet, as approximately
indicated in red on the attached map as Schedule "A-1" (the
"ADDITIONAL Space").
2. The term for the Additional Space shall commence April 1,
2003, and shall terminate on the same date as the Lease, which
is November 30, 2007.
3. Starting on April 1, 2003, the rent specified in paragraph 5.1
of the Lease shall be modified as follows:
Start Date End Date Yearly Rate Area
Rent per square foot
April 1, 2003 September 30, 2003 $17.20 34,977 square feet
October 1, 2003 November 30, 2003 $17.68 34,977 square feet
December 1, 2003 November 30, 2004 $18.35 34,977 square feet
December 1, 2004 November 30, 2005 $18.79 34,977 square feet
December 1, 2005 November 30, 2006 $18.24 34,977 square feet
December 1, 2006 November 30, 2007 $18.73 34,977 square feet
<PAGE>
4. The LESSEE shall benefit from an allocation of one hundred and
thirty-three thousand four hundred and seventy dollars ($133,470), not
including sales taxes, to pay for leasehold improvements that it will
make in the additional rental area. The LESSEE agrees to reimburse this
amount over the term of the lease at a rate of 10%. This rent is
included in the rent specified in paragraph 3 of this agreement.
5. The LESSEE represents and warrants that no broker, agent or other
intermediary has negotiated or facilitated the signature and the
negotiation of this Addendum No. 6, and the LESSEE shall indemnify the
LESSOR and hold it harmless against any claim made by any broker, agent
or other intermediary.
6. The terms and expressions used in this Addendum No. 6 that are defined
in or determined by the Lease shall have the same meanings as those
ascribed to them respectively in the Lease.
7. Except for everything expressly deleted, modified or amended by the
provisions of this Addendum No. 6, the Lease remains fully in effect as
so modified and amended.
8. The LESSOR grants to the LESSEE a right of refusal on the same floor as
the RENTAL AREAS in blocks B and C.
9. The LESSEE shall, within ten (10) days of signing this Addendum, remit
to the LESSOR a letter of credit in the amount of seventy-five thousand
dollars ($75,000), which shall decrease by eighteen thousand seven
hundred and fifty dollars ($18,750) on April 1st of each year. Said
letter nullifies and supersedes the one already issued in the amount of
forty-five thousand dollars ($45,000).
IN WITNESS WHEREOF, the LESSOR and the LESSEE have duly signed this Addendum No.
6 in Quebec City, Province of Quebec, on the above-given date.
LIMITED PARTNERSHIP "EDIFICE LE SOLEIL"
ACTING THROUGH ITS GENERAL PARTNER 9057-6133 QUEBEC
INC.
ITSELF ACTING THROUGH ITS AGENT EMGI INC.
<PAGE>
"LESSOR"
Per: (S) Gilles Lavallee
---------------------------------------------
Gilles Lavallee, President, duly authorized
as he has so declared.
RECRUITSOFT (CANADA) INC.
"LESSEE"
Per: (S) Jean Lavigueur
--------------------------------------------
Jean Lavigueur duly authorized as he has so
declared.
<PAGE>
ADDENDUM NO. 7 DATED THE 14th DAY OF AUGUST 2003 TO THE LEASE AGREEMENT DATED
THE 3rd DAY OF NOVEMBER 1998 AND TO ADDENDA NUMBERS 1, 2, 3, 4, 5 AND 6
(TOGETHER THE "LEASE") BETWEEN LIMITED PARTNERSHIP "EDIFICE LE SOLEIL" (THE
"LESSOR") AND RECRUITSOFT (Canada) INC. (THE "LESSEE")
THE PARTIES HERETO AGREE AS FOLLOWS:
1. As of November 1, 2003, or as of the date of occupancy if it occurs
before the "EFFECTIVE DATE," the Leased Premises shall be increased by
an area of six thousand one hundred and seventeen (6,117) square feet,
as approximately indicated in red on the attached plan in Schedule
"A-1" (the "ADDITIONAL SPACE.")
The term for the Additional Space shall begin on November 1, 2003, or
on the date of occupancy if this occurs before such date, and terminate
on the same date as the Lease, i.e. November 30, 2007.
2. Starting on November 1, 2003, or on the date of occupancy if this
occurs prior to such date, the rent specified in paragraph 5.1 of the
lease shall be modified as follows:
Start Date End Date Yearly Rate Area
Rent per square foot
November 1, 2003 November 30, 2003 $18.04 41,094 square feet
December 1, 2003 November 30, 2004 $18.70 41,094 square feet
December 1, 2004 November 30, 2005 $19.14 41,094 square feet
December 1, 2005 November 30, 2006 $18.75 41,094 square feet
December 1, 2006 November 30, 2007 $19.25 40,094 square feet
<PAGE>
3. The LESSEE shall benefit from an allocation of ninety-one thousand
seven hundred and fifty-five dollars ($91,755), not including sales
taxes, to pay for leasehold improvements that it will make to the
additional rental area. The LESSEE agrees to reimburse this amount over
the term of the lease at a rate of 10%. This rent is included in the
rent specified in paragraph 3 of this agreement.
4. The LESSEE shall assume all costs associated with the construction of a
stairway connecting the 2nd and 3rd floors.
5. Throughout the term of the lease and any extension of the lease, the
LESSEE shall have the right at any time, on 3 months' notice, to
release itself of its obligations related to the premises or any part
thereof contemplated in this addendum. Upon returning the premises or
part of the premises, the LESSEE shall pay to the LESSOR the equivalent
of three months' rent (if the premises have not yet been re-leased),
pay all amounts still due to the LESSOR for the improvements and, if
necessary, the undepreciated amount for the stairway paid by the LESSOR
as well as for the restoration of the premises to their original
condition should the stairway prove unnecessary.
The LESSEE may itself decide on the choice of the premises and the area
of the premises in respect of which its obligations shall be terminated
provided the premises returned are not hemmed in by the premises kept
by the LESSEE.
6. The LESSEE represents and warrants that no broker, agent or other
intermediary has negotiated or facilitated the signature and the
negotiation of this Addendum No. 7 and the LESSEE shall indemnify the
LESSOR and hold it harmless against any claim made by any broker, agent
or other intermediary.
7. The terms and expressions used in this Addendum No. 7 that are defined
in or determined by the Lease shall have the same meanings as those
ascribed to them respectively in the Lease.
8. Except for everything expressly deleted, modified or amended by the
provisions of this Lease No. 7, the Lease remains fully in effect as so
modified and amended.
<PAGE>
9. The LESSEE shall, within ten (10) days of signing the Addendum, remit
to the LESSOR a letter of credit in the amount of ninety-five thousand
dollars ($95,000), which shall decrease by thirty-one thousand six
hundred sixty-six dollars and sixty-seven cents ($31,666.67) on March
1st of each year. Said letter nullifies and supersedes the one already
issued in the amount of seventy-five thousand dollars ($75,000). Should
the LESSEE decide to exercise its right to terminate its obligations
prematurely in respect of the premises or part thereof, the letter of
guarantee may be reduced proportionately to the area of the premises
returned.
From six to nine months before the date of termination of the Lease, the LESSEE
shall notify the LESSOR of its intention to renew or not renew this Lease. The
Parties agree to negotiate the conditions of the new prospective Lease within a
reasonable period of time.
<PAGE>
IN WITNESS WHEREOF, the LESSOR and the LESSEE have duly signed this Addendum No.
7 at Quebec City, Province of Quebec, on the above-given date.
LIMITED PARTNERSHIP "EDIFICE LE SOLEIL"
ACTING THROUGH ITS GENERAL PARTNER 9057-6133 QUEBEC
INC.
ITSELF ACTING THROUGH ITS AGENT EMGI INC.
"LESSOR"
Per: Gilles Lavallee
---------------------------------------------
Gilles Lavallee, President, duly authorized
as he has so declared.
RECRUITSOFT (CANADA) INC.
"LESSEE"
Per: Sylvie Lauze
---------------------------------------------
Sylvie Lauze, duly authorized as she has
so declared.
<PAGE>
ADDENDUM NO. 8 DATED THE 6th DAY OF AUGUST 2003 TO THE LEASE AGREEMENT DATED THE
3rd DAY OF NOVEMBER 1998 AND TO ADDENDA NUMBERS 1, 2, 3, 4, 5, 6 AND 7 (TOGETHER
THE "LEASE") BETWEEN LIMITED PARTNERSHIP "EDIFICE LE SOLEIL" (THE "LESSOR") AND
RECRUITSOFT (Canada) INC. (THE "LESSEE")
THE PARTIES HERETO AGREE AS FOLLOWS:
1. Starting on February 1, 2004, or on the date of occupancy if this
occurs before such date or after February 15, 2004 at the latest
"EFFECTIVE DATE," the Leased Premises shall be increased by an area of
seven thousand one hundred and forty-one (7,141) square feet, as
approximately indicated in red on the plan attached hereto as Schedule
"A-1" (the "ADDITIONAL SPACE").
The term for the Additional Space shall begin on February 1, 2004, or
on the date of occupancy if occurring before then, or after February
15, 2004, at the latest, and shall terminate on the same date as the
Lease, which is November 30, 2007.
2. Starting on February 1, 2004, or on the date of occupancy if occurring
before then, or after February 15, 2004 at the latest, the rent
specified in paragraph 5.1 of the Lease shall be modified as follows:
Start Date End Date Yearly Rate Area
Rent per square foot
November 1, 2003 November 30, 2003 $18.22 48,235 square feet
December 1, 2003 January 30, 2004 $18.73 48,235 square feet
February 1, 2004 November 30, 2004 $18.97 48,235 square feet
December 1, 2004 November 30, 2005 $19.41 48,235 square feet
December 1, 2005 November 30, 2006 $19.15 48,235 square feet
December 1, 2006 November 30, 2007 $19.65 48,235 square feet
<PAGE>
3. The LESSEE shall receive an allocation of one hundred and seven
thousand one hundred and fifteen dollars ($107,115), not including
sales taxes, to pay for leasehold improvements that it will make on the
additional rental area. The LESSEE agrees to reimburse this amount over
the term of the lease at a rate of 10%. This rent is included in the
rent specified in paragraph 3 of this agreement.
4. The LESSOR agrees to assume all the costs associated with improving the
bathrooms on the 2nd floor of the Block.
5. Throughout the term of the lease and any extension of the lease, the
LESSEE shall have the right at any time, on 3 months' notice, to
release itself from its obligations related to the premises or any part
thereof contemplated in this addendum. When the premises or part
thereof are returned, the LESSEE shall pay the LESSOR the equivalent of
three months of rent (if the premises have not yet been re-leased), and
pay all amounts still due to the LESSOR for the improvements.
The LESSEE may itself decide on the choice of the premises and the area
of the premises in respect of which its obligations shall terminate
provided the premises returned will not be hemmed in by the premises
kept by the LESSEE.
6. The LESSEE represents and warrants that no broker, agent or other
intermediary has negotiated or facilitated the signature and the
negotiation of this Addendum No. 8, and the LESSEE shall indemnify the
LESSOR and hold it harmless against any claim made by any broker, agent
or other intermediary.
7. The terms and expressions used in this Addendum No. 8 that are defined
in or determined by the Lease shall have the same meanings as those
ascribed to them respectively in the Lease.
Except for anything that is expressly deleted, modified or amended by the
provisions of this Addendum No.8 , the Lease remains in effect as so modified
and amended.
<PAGE>
IN WITNESS WHEREOF, the LESSOR and the LESSEE have duly signed this Addendum No.
8 at Quebec City, Province of Quebec on the above-given date.
LIMITED PARTNERSHIP "EDIFICE LE SOLEIL"
ACTING THROUGH ITS GENERAL PARTNER 9057-6133 QUEBEC
INC.
ITSELF ACTING THROUGH ITS AGENT EMGI INC.
"LESSOR"
Per: Gilles Lavallee
--------------------------------------------
Gilles Lavallee, President, duly authorized
as he has so declared.
<PAGE>
RECRUITSOFT (CANADA) INC.
"LESSEE"
Per: Sylvie Lauze
---------------------------------------------
Sylvie Lauze, duly authorized as she has so
declared.
I, Nis G. Moller, a lawyer (member of the Quebec Bar, member # 189538-9) and
certified translator (member of the Ordre des traducteurs, terminologues et
interpretes agrees du Quebec, member # 5337), have read and reviewed the
foregoing translations from French into English of eight (8) Addenda to a
Commercial Lease between Edifice Le Soleil Limited Partnership and Recrusoft
Inc. effective December 1, 1998, and of a "CDTI de Quebec" Lease Agreement and
hereby certify that they are true and accurate translations of the said original
documents in French.
/s/ NIS G. MOLLER April 2, 2004
-------------------------------------------------------
NIS G. MOLLER