AGREEMENT OF LEASE
BETWEEN: VISION GLOBALE A.R. LTÉE 1777 Carrie-Derick, Technoparc Montreal, Quebec H3C 6G2, Canada. Tel: 514-866-2170 Fax: 514-866-0909 Represented by Michel Trudel
(the “LANDLORD”) AND:
NO NET PRODUCTIONS LTD.
1777 Carrie-Derick,
Suite 311
Montreal, Quebec, Canada
H3C 6G2
Tel; 514-447-5899 Fax;TBA
Represented by Matt Lionetti
(the "TENANT")
(Hereinafter referred to as the “Parties”)
1LANDLORD leases to TENANT and TENANT leases from the LANDLORD those areas herein below described as the Leased Premises situated in the buildings bearing civic number 1777 Carrie-Derick, Technoparc, Montreal, Quebec, Canada, H3C 6G2 and 1777 Carrie-Derick, Technoparc, Montreal, Quebec, Canada, H3C 6G2(the “Buildings”) for the indicated times and rental rates for TENANT’s use in connection with the audio-visual production currently entitled “The Walk” (the “Production”), the whole upon the terms and conditions hereinafter set out.
2This Lease shall commence on the _24th__ day of _March_, 2014_ and shall terminate on the _8th___day of _August_, 2014_.Notwithstanding the foregoing, TENANT shall have the right to extend the term of this Lease for a period of up to two (2) months, provided that TENANT gives LANDLORD no less than two (2) weeks notification. The rental period applicable to each Studio and Office space is set forth below in Section 3.
3The Rental Rates for the areas and the production equipment leased by the Tenant are as follows:
Stages:
Stage G; 27,810.00$/per week (dates TBA)
Stage H; 69,470.00$/per week (dates TBA)
Workshop (Bloc C first floor); 12,460.00$/per week (dates TBA)
Warehouse/Paint Shop (West side); 3,830.00$/per week (dates TBA)
Paint Booth (In workshop west side); 350.00$/per week ND (dates TBA)
Workshop exterior South #4; 2,665.00$/per week (dates TBA)
Offices:
Suite 311: 5,110.00$/per week (from March 24th 2014 to August 8th
2014)
Suite 313: 3,520.00$/per week (dates TBA)
Suite 200: 4,475.00$/per week (from April21th 2014 to July 26th
2013)
All Rental Fees for the Offices, Stages, workshops and warehouses mentioned above are subject to a 55% rebate which is hereby granted by the LANDLORD to the TENANT, which rebate will be applied by the LANDLORD on its invoice for the Rental Fees for the Offices mentioned above. Electricity is included in all prices mentioned above.
Electric Department: _.32____ D/W, ______
Arri 18k Par fixtures: _1____ D/W, __1__D/NET $______
Grip Department: __.32____ D/W, ______
Dolly: _2____ D/W, ____1____ D/NET $ ______
HD Cameras: _1.20______D/W, __50___ % $ ______
Grand MA boards: _3_____ D/W, ___1____ D/NET $ __
Purchases: _20____ % $ ______
Unit/Props:_.32____ D/W, ______
Portable Generator: _2.5____ D/W, ______
Master Comfort:_.5____ D/W, ______
Rigging: ____1day net______
Sub-total: $______
G.S.T. (5%): $______
Q.S.T. (9.975%): $______
Total Rental Rate: $______
D/W: Day per Week
Leased Premises include:Suites _313_311_210_(collectively with all Studios and Offices mentioned above, referred to as the “Leased Premises”) an image of which shall be attached hereto as Exhibit A and incorporated herein by reference.
- The TENANT shall not use the Leased Premises in any unlawful manner.
- Except as otherwise herein provided the LANDLORD at its cost shall be responsible for repairing and maintaining the roof, structure, and foundation of the Buildings that are part of the Leased Premises as well as any common areas, including, but not limited to, elevators, stairwells, hallways, entryways, kitchen areas, etc (collectively, the “Common Areas”). LANDLORD shall be responsible for making sure the operating systems including, heating, ventilation, air-conditioning, plumbing, mechanical, electrical systems and any other systems that service the Leased Premises, the Buildings or any Common Areas are operational and in good working order during the Term of this Lease. LANDLORDagrees that, during the Term, it will maintain the structural portions of the Leased Premises and the systems contained therein (including, but not limited to, the roof, fire sprinklers, security and electric) and further represents that both the Leased Premises and the systems are in good operating order and in compliance with all applicable laws and ordinances.
LANDLORD warrants and represents that: (a) it is free to enter into and fully perform this Lease (b) it is a corporation organized and validly existing under the laws of the provinceProvince of Quebec, is qualified and registered to conduct business in the provinceProvince of Quebec, and has the power and authority to enter into this Lease; (c) this Lease is valid and binding upon said entity and enforceable in accordance with its terms; (d) and no further permission(s), consent(s) from, or payment to any other person or entity is necessary for LANDLORD to grant TENANT the rights granted herein; (e) LANDLORD has good and marketable title in and to the Leased Premises (f) LANDLORD shall maintain the premisesLeased Premises in safe condition and repair and in compliance with all applicable laws, regulations and ordinances and (g) the premisesLeased Premises does not include any asbestos-containing materials, including, but not limited to, those asbestos-containing materials which wrap, insulate, fireproof or which are located on the surface of walls, ceilings, structural steel, flooring, pipes and boilers.
6. The TENANT shall:
a) Take out, pay for and keep in force during the Term hereof, the following insurance policies with insurers reasonably acceptable to the LANDLORD:
(i) Broad Form Third Party Property damage Liability/Production Package insurance to cover loss of, injury to, or destruction of property of the LANDLORD. This policy shall cover the Leased Premises, machinery, equipment, furniture, fixtures, improvements and all other contents in the care, custody and control of TENANTagainst all risks to the full replacement value thereof. The limit of liability for this policy shall be not less than Five Million Dollars ($5,000,000.00).
(ii) Commercial General and Excess/Umbrella Liability Insurance covering injuries, death or damage to property. The combinedaggregate limit of liability shall not be less than Five Million Dollars ($5,000,000.00). This policy shall include the LANDLORD as additional insured and contain a provision of cross liability as between the LANDLORD and the TENANT.
b) Pay and be responsible for removing all garbage and waste brought onto or caused by TENANT in its use of the Leased Premises;
7. The LANDLORD shall subscribe and maintain, during the Term of this Lease, all insurance coverage necessary to cover for its liability related to all indemnified matters as set forth in Section 10(b) below.
8. The TENANT and its clients may only park its their vehicles in the parking lot in such areas as are mutually agreed to by the parties. Such designated parking areas shall be set forth on the map attached hereto as Exhibit B incorporated herein by reference.
9.The LANDLORD shall not be responsible for any injury to any person, including death, or of any loss of business of the TENANT or for any loss of or damage to any property belonging to the TENANT or to employees, invitees, guests or licensees of the TENANT while such person or property is in or about the Leased Premises unless such injury, loss or damage are caused by the negligence or willful misconduct of the LANDLORD or its employees, agents, invitees, or contractorsor an undiscoverable hazardous condition on the Leased Premises, the Buildings or any Common Areas.
10.Except as may be in connection with the negligence or willful misconduct of the LANDLORD, if the Leased Premises or any equipment belonging to the LANDLORD and/or to third persons other than the TENANT, shall be damaged by the negligence or willful misconduct of TENANT or of the TENANT’S agents, employees, or any person admitted to the Leased Premises or common areasCommon Areas by the TENANT (other than an agent, employee or representative of the LANDLORD), the TENANT shall repair any actual and verifiable damages (reasonable wear and tear excluded) and/or if TENANT is unable to do so, shall reimburse LANDLORD for the reasonable costs associated with such actual and verifiable repair within a reasonable time uponTENANT’s receipt of adequate substantiation therefore.
(a) TENANT shall defend, indemnify, save and hold harmless LANDLORD, its affiliates, officers, directors, agents, and employees (collectively, the LANDLORDIndemnities”) from any and all third-party claims, demands, liabilities, actual, verifiable and reasonable costs or expenses, including reasonable outside attorneys’ fees (“Liabilities”) to the extent that such Liabilities result from: (i) TENANT’s uncured breach of any material duty, representation, or warranty contained in this Lease and/or (ii) TENANT’s negligence or willful misconduct in its use of the Leased Premises including, without limitation, TENANT’s invitation of third parties into the Leased Premises, and the negligent acts of any such invitee or guest of TENANT. The foregoing indemnification obligation shall in no way extend to Liabilities to the extent that such results from (i) LANDLORD’s uncured breach of any material duty, representation, or warranty contained in this Lease and/or (ii) the negligence or willful misconduct of any of the LANDLORDIndemnities and/or (iii) an undiscoverable hazardous condition on or about the Leased Premises, the Buildings or the Common Areas.
(b) LANDLORD shall defend, indemnify, save and hold harmless TENANT, its parent, affiliated, subsidiary and related companies and their respective officers, directors, agents, and employees (collectively, the TENANTIndemnities”) from any and all Liabilities to the extent that such Liabilities result from: (i) LANDLORD’s uncured breach of any material duty, representation, or warranty contained in this Lease and/or (ii) the negligence or willful misconduct of any of the LANDLORDIndemnities and/or (iii) an undiscoverable hazardous condition on or about the Leased Premises the Buildings or any Common Areas. The foregoing indemnification obligation shall in no way extend to Liabilities to the extent that such results from (i) TENANT’s uncured breach of any material duty, representation, or warranty contained in this Lease and/or (ii) the negligence or willful misconduct of any of the TENANTIndemnities.
(c) The indemnified parties shall promptly notify the indemnifying parties of any claim or suit and furnish the indemnifying parties with a copy of each communication, notice or other ac tion relating to said claim. The indemnifying party shall have the right to conduct the defense and/or settlement of any such claim or suit, provided that (i) the indemnified party may participate, individually or collectively and with counsel of their own choice, in such defense and/or settlement negotiations at the indemnified party’s expense, and (ii) in any event, each party will have the right to approve any settlement, compromise or finalization of any such claims to the extent such settlement, compromise or finalization affects said party’s rights or obligations. The indemnified parties shall provide reasonable information and assistance requested by the indemnifying party at the indemnifying party’s expense in connection with such claim; provided however, that the indemnified party is provided with advance written notice of any such request and a reasonable opportunity to respond. This Section 10 shall survive the expiration or earlier termination of the Lease.
11.In the event the TENANT fails to fulfill any of its obligations under this Lease the LANDLORD shall first provide written notice to TENANT and provide TENANT with a reasonable opportunity to cure and if TENANT fails to cure within a reasonable amount of time then, LANDLORD shall have the right to terminate this Lease.
12.The LANDLORD shall have the right, upon no less than twenty-four (24) hours advance written notice to TENANTto inspect the Leased Premises during normal business hours and provided that such inspection does not unreasonably interfere with TENANT’s normal business operations.
13.This Lease shall be interpreted under and pursuant to the laws of the Province of Quebec. If any clause or any part of this Lease shall for any reason be adjudged as invalid, illegal or inapplicable, such clause or part shall be considered separate from the rest of the Lease, the terms of which shall remain in full force and effect and shall continue to bind the parties as though the invalid, illegal or inapplicable clause had never existed. Notwithstanding the physical location of the Leased Premises, the corporate headquarters or residence of the TENANT or LANDLORD, this Lease shall be governed by and construed in accordance with the laws of the Province of Quebec, with no reference to any conflict of law rules. As agreed by the parties hereinafter, any dispute or disagreement arising out of or in relation to this Lease shall be submitted to binding arbitration in accordance with the procedure set forth below and, prior to the appointment of the Arbitrator or for any matter beyond the exclusive jurisdiction of the Arbitrator (as hereinafter defined), the parties hereby attorn to the exclusive jurisdiction of the courts located in the Province of Quebec, and for the purpose of civil procedure, elect domicile in the district of Montreal (Quebec).
14.Prior commencement and expiration of the Term hereunder, TENANT shall arrange to meet with LANDLORD for joint inspections of the Leased Premises prior to occupying and vacating thereof (the “Walkthroughs”). During the Walkthroughs, LANDLORD shall indentify any necessary repairs and/or restorations alleged to have been caused by TENANT and provide TENANT a reasonable opportunity to dispute any necessary repairs and/or restorations that were not caused by the negligence or willful misconduct of the TENANT as a result of its occupancy of the Leased Premises during the Term. TENANTshall have the first right and opportunity to repair any damage caused by the negligence or willful misconduct of TENANT in its use of the Leased Premises (reasonably wear and tear excepted), unless caused by the negligence or misconduct of LANDLORD or its employees, agents, or representatives or an undiscoverable hazardous condition on or about the Leased Premises, the Building or any Common Areas. Notwithstanding anything in this Lease to the contrary, TENANT will not have to remove any improvements that existed on the Leased Premises at the commencement of the Term hereunder and in no event shall TENANT be required to repaint, replace, repair or patch wall or floor coverings or patch small holes in the walls and floors or remove cables, wiring or conduits not installed by or on behalf of TENANT. TENANT shall be afforded the first opportunity to perform any such repairs at its reasonable expense.
During the Term the TENANT will be responsible for and shall bear the reasonable costs associated with cleaning the Leased Premises as well as all consumable supplies required for such areas
15. As VISION GLOBALE A. R. LTÉE maintains a large inventory of equipment (including cameras, lighting, gripping, dollies, cranes, remote head, rigging, generators and construction lifts) the LANDLORD reserves the right to prohibit any such equipment being delivered to any part of the BUILDINGS or Leased Premises by outside vendors or clients acting for or on behalf of the TENANT unless the TENANT has received prior written permission by the LANDLORD, not to be unreasonably withheld or delayed, and any such rental of equipment by TENANT from LANDLORD shall be at competitive market rates, based on written competitive bids.
16. The TENANT acknowledges having been advised that all telephone and communication facilities and equipment are supplied to the Leased Premises by ACTION NETWORK. Accordingly, the TENANT shall, on its own accord, enter into a contract with ACTION NETWORK (assuming its rates are competitive with existing rates and charges) for all of the TENANTS’ requirements relating to telephones and communications to and from the Leased Premises.
17. Please be advised that all our premises are subject to the law prohibiting smoking in the workplace. The TENANT, its clients and visitors must conform to this law and will be held responsible for all penalties incurred by TENANT for nonconformance.
18. Electricity to our buildings is supplied by Hydro-Quebec. We have been advised that power surges on which we have no control may occur. It is recommended that all electronic equipment be protected by voltage regulators.
19. As agreed by both the TENANT and the LANDLORD, this Lease has been drawn up in English/ Tel que convenu entre le LOCATAIRE et le LOCATEUR, ce Bail a été rédigé entièrement en anglais.
20. If LANDLORD shall fail to perform any term or provision under this Lease required to be performed by LANDLORD, provided LANDLORD proceeds to cure such default promptly after receiving written notice thereof from TENANT, LANDLORDshall not be deemed to be in default hereunder nor subject to any claims for damages, unless such failure shall have continued for more than (a) two (2) days following TENANT’s notification of an emergency condition affecting the Leased Premises (“Emergency Notice”), (b) ten (10) days following TENANT’s notification in the case of a monetary default or nonmonetary default. If such default is not cured timely, then TENANT may, at TENANT’s option, either:
(a) notify LANDLORD that LANDLORD is in default under the provisions of the Lease and if said default is not cured within time frames as set forth herein, TENANT may terminate this Lease without waving any rights to exercise any and all other remedies available to TENANT at law or in equity; or