Our sublease to Pedal

Sublease

This Agreement to Sublease dated for reference the __ day of January, 2008, between

Free Geek Community Technology Centre (Society number __) (“Free Geek”)

and

PEDAL (Society number __) (“PEDAL”).

Background

A. By a lease made the __ day of __________, 2007, (the “Lease”), a copy of which is attached as Schedule A, Bianco Holdings Ltd., (the “Landlord”) leased to Free Geek certain premises (the “Leased Premises”) at the building municipally known as 1820 Pandora Street, Vancouver, British Columbia; and

B. Free Geek and PEDAL have agreed to enter into this Sublease for a portion of the Leased Premises (the “Subleased Premises”) consisting of approximately 1525 square feet (including 50% of the square footage of shared common areas) as shown on the plan attached as Schedule B, or as otherwise agreed in writing by Free Geek and PEDAL, on the terms hereinafter set forth. “Warehouse” shall hereafter refer to only the cojoined warehouse spaces that either PEDAL or Free Geek occupy; “Common” shall refer to the areas that PEDAL and Free Geek share, along with shared aisles to those areas. The Mezzanine area and the 2nd floor of 1820 Pandora Street are beyond the scope of this document, being areas exclusive to Free Geek only; unless PEDAL's activities in any way affect or detract from the autonomy and operation of these areas.

In consideration of the Subleased Premises, Rent (as hereinafter defined), and other good and valuable consideration, the parties agree as follows:

Sublease

1. Free Geek subleases the Subleased Premises to PEDAL, subject to the terms of this Sublease, for a term (the “Term”) commencing on January 1, 2008, and terminating on December 31, 2008.
2. At the end of the Term, if Free Geek has renewed the Lease of the Leased Premises and PEDAL has not been in breach of the terms of this Sublease, PEDAL may, subject to paragraph 3, renew the Sublease for an additional term (the “Renewal Term”) commencing on January 1, 2009, and terminating on December 31, 2009, on the same terms as this Sublease, excepting only this right of renewal and the amount of the Rent, which shall be set for the Renewal Term according to the formula set out in paragraph 5. In the alternative, PEDAL may renew the lease under a month-to-month tenancy, with the amount of Rent for each month set according to the formula in paragraph 5.

3.If PEDAL wishes to renew the Sublease, PEDAL must provide notice to the Joint Space Committee at least 30 days before the end of the Term, and renewal of this Sublease requires and is subject to the approval of the Joint Space Committee in its sole discretion.

• 1.At the end of the current agreement, as long as the sublessors have renewed their own lease with the property owner, the sublessee may instead choose to renew the lease under month-to-month terms if they wish.

1.Upon entering a month-to-month lease, they are expected to give a full 60-days, being two calendar months, notice of termination to the sublessor, should the sublessee wish to move out. 2.Notice is due on or before the last day of a rental payment period to be effective on the last day of a subsequent rental payment period. 3.Notice must be served by handing written notice to a Free Geek member of the Joint Space Committee. It may also be mailed a minimum of five days before the deadline. 2.The sublessor retains the right to decline the lessee's application to renew the agreement only if 1.The activities of the sublessee repeatedly contravenes this agreement. 2.The sublessor feels that the working relationship between the two parties is poor, and is affecting its ability to operate comfortably and effectively. 3.With regards to article 3.2 (sublessors's right to decline), both parties agree to approach this matter, and acknowledge the state of the working relationship between the parties, in good faith.

Rent

1. PEDAL covenants to pay as rent (the “Rent”) for the Term, payable in advance on the first day of each and every month during the Term, the following: the amount paid by Free Geek to the Landlord pursuant to the Lease, divided by the total square footage of the Leased Premises, multiplied by the square footage of the Subleased Premises, plus GST. For the Term of January 1, 2008, (the “Commencement Date”) to December 31, 2008, the parties agree that this amount shall be $1168.91 per month, subject to yearly adjustments in civic tax.

6.In addition to rent, PEDAL agrees to pay their proportionate share of utilities, parking tax, yearly adjustments to civic tax, garbage and recyclables removal, snow removal, maintenance of parking area, insurance as set out in the Lease. PEDAL’s share of utilities is determined by the Joint Space Committee and includes without limitation electricity, gas, Internet and telephone. 1.With regards to the cost of utilities for the property: 1.In recognition of the sublessor's use of the electric heaters and and greater need for electricity, the sublessee will pay a flat fee for electricity while the sublessor pays the balance. This flat fee will be negotiated by the joint space committee. 2.The parties will split the cost of heating the warehouse space of the property equally per month. 3.The parties will pay for all other utilities separately as much as possible. In areas where it makes sense to share costs or services, the joint space committee will seek to determine cost share in an equitable manner. 2.With regards to leasehold improvements to the property, the parties agree to pay individually for any leasehold improvements they might need. In matters where both parties stand to benefit from a leasehold improvement, the joint space committee will seek to determine cost share in an equitable manner. 3.Sublessee agrees to pay the sublessor: 1.With regards to utilities or leasehold improvements, within 30 days of receipt of invoice. 2.All costs incurred by Free Geek in collecting any amounts payable hereunder or enforcing any right of Free Geek or obligation of PEDAL under this Sublease will be payable by PEDAL on demand and will be deemed to be Rent for all purposes from the date demand therefor is made.

7.Rent will accrue from day to day. If it is necessary to calculate Rent for a period of less than one calendar month, an appropriate apportionment and adjustment on a pro rata daily basis will be made. If the Term commences on any day other than the first day of the month or expires on any day other than the last day of the month, Rent for such fraction of a month will be adjusted and paid by PEDAL on the Commencement Date of the Term.

8.All costs incurred by Free Geek in collecting any amounts payable hereunder or enforcing any right of Free Geek or obligation of PEDAL under this Sublease will be payable by PEDAL on demand and will be deemed to be Rent for all purposes from the date demand therefor is made. Free Geek will be entitled to exercise all reasonable remedies in respect of any failure by PEDAL to pay such amounts as if they were Rent in arrears.

PEDAL’s Promises 9.PEDAL will pay Rent and perform all of the obligations of PEDAL under this Sublease.

10.PEDAL will operate its business in the Premises in compliance with all laws, ordinances, rules and regulations of any governmental authorities now in force or hereafter in force, and in compliance with the rules and regulations established from time to time by the Joint Space Committee.

11.PEDAL accepts the Subleased Premises on an “as is where is” basis and Free Geek has not made any representations or warranties regarding the condition of the Subleased Premises, or the suitability or zoning of the Subleased Premises for PEDAL’s intended use. Prior to taking possession of the Subleased Premises, PEDAL did, or was given the opportunity to, perform such investigations of the Subleased Premises as it considered appropriate and PEDAL is satisfied with the zoning, condition and suitability of the Subleased Premises.

12.PEDAL will make no substantial alterations, installations, removals, or improvements in or about the Subleased Premises without prior approval by the Joint Space Committee. PEDAL shall bear the costs of any such work unless otherwise determined by the Joint Space Committee.

13.If any lien or encumbrance arising out of PEDAL’s alterations is filed or attached against the lands or premises on which the Subleased Premises are situated or title thereto, PEDAL will, within five days after notice thereof, procure its discharge, failing which Free Geek may, at its option and in addition to any other remedies it may have under the Sublease arising out of defaults by PEDAL, make any payments into Court required to procure such discharge; and PEDAL will forthwith reimburse Free Geek for any payment, cost, or expense incurred in so doing, whether or not such lien or encumbrance was without merit or excessive, and the amount of such reimbursement shall be deemed to be Rent in arrears.

14.PEDAL will not do anything which may result in nuisance, damage or disturbance to other tenants or occupiers of the Leased Premises or to the occupiers or owners of nearby lands or premises.

15.PEDAL will not to do or omit to do any act in or around the Subleased Premises which would cause a breach of Free Geek’s obligations as tenant under the Lease, and PEDAL will be bound by the terms of the Lease in each case as they relate to the Subleased Premises and will abide by any rules and regulations governing the use of the Leased Premises, as the same may be amended from time to time.

16.PEDAL will indemnify and save harmless Free Geek from and against any and all expenses, costs, damages, suits, actions, or liabilities arising or growing out of the failure of PEDAL to perform any of its obligations hereunder and from all claims and demands of every kind and nature made by any person or persons to or against Free Geek to the extent that such claims or demands arise out of any act or omission of PEDAL or its officers, employees, or any other person authorised or permitted by PEDAL to be on the Subleased Premises or in or about the Leased Premises, and from all costs, counsel fees, expenses, and liabilities incurred by reason of any such claim, except to the extent caused by the negligence or wilful misconduct of Free Geek. This indemnity will survive the expiry or sooner termination of this Sublease.

17.Free Geek will indemnify and save harmless PEDAL from and against any and all expenses, costs, damages, suits, actions, or liabilities arising or growing out of the failure of Free Geek to perform any of its obligations hereunder and from all claims and demands of every kind and nature made by any person or persons to or against PEDAL to the extent that such claims or demands arise out of any act or omission of Free Geek or its officers, employees, or any other person authorised or permitted by Free Geek to be on the Subleased Premises or in or about the Leased Premises, and from all costs, counsel fees, expenses, and liabilities incurred by reason of any such claim, except to the extent caused by the negligence or wilful misconduct of PEDAL. This indemnity will survive the expiry or sooner termination of this Sublease.

18.Free Geek will not be liable to PEDAL in respect of any loss, injury or damage to PEDAL or any other person for any loss, injury or damage arising from any occurrence in, on or related to the Subleased Premises, or any loss or damage to property (including loss of use thereof) howsoever caused, except to the extent caused by the negligence of Free Geek or those for whom Free Geek is in law responsible. Without limiting the generality of the foregoing, Free Geek is not liable for death, injury loss, or damage of or to persons or property from fire, explosion, falling plaster, steam, gas, electricity, water, or leaks from any part of the Subleased Premises, or from the pipes, appliances or plumbing works, or from the roof, street or sub-surface, or by dampness, or by any other cause. Free Geek will not be liable to PEDAL in damages or otherwise for an interruption or failure in the supply of utilities or services to the Subleased Premises. 19.PEDAL will not be liable to Free Geek in respect of any loss, injury or damage to Free Geek or any other person for any loss, injury or damage arising from any occurrence in, on or related to the Subleased Premises, or any loss or damage to property (including loss of use thereof) howsoever caused, except to the extent caused by the negligence of PEDAL or those for whom PEDAL is in law responsible. Without limiting the generality of the foregoing, PEDAL is not liable for death, injury loss, or damage of or to persons or property from fire, explosion, falling plaster, steam, gas, electricity, water, or leaks from any part of the Subleased Premises, or from the pipes, appliances or plumbing works, or from the roof, street or sub-surface, or by dampness, or by any other cause, except to the extent caused by the negligence of PEDAL or those for whom PEDAL is in law responsible. PEDAL will not be liable to Free Geek in damages or otherwise for an interruption or failure in the supply of utilities or services to the Subleased Premises. 20. PEDAL and Free Geek will not assign, mortgage, or encumber this Sublease in whole or in part, nor sublease, license or part with possession of all or any part of the Subleased Premises, or permit them to be used or occupied by any other person without the prior written consent of the Joint Space Committee.

Insurance 21.PEDAL will, at its sole cost and expense during the Term and during such other period of time that PEDAL occupies the Subleased Premises, take out and maintain in full force and effect, the following insurance: (a) commercial general liability insurance applying to the operations of PEDAL carried on, in and from the Subleased Premises and which coverage will include, without limitation, claims for personal injury, death or property damage, contractual liability, non-owned automobile liability, protective liability with respect to the occupancy by PEDAL of the Subleased Premises and Subtenant’s legal liability insurance, and such insurance will be written for an amount of not less than $2,000,000 per occurrence, or such higher amount as Free Geek may from time to time reasonably require; (b) all risks property insurance upon all merchandise, stock-in-trade, furniture, fixtures, equipment, leasehold improvements and other property of every kind and description located at the Subleased Premises that is owned by or was installed for PEDAL or for which PEDAL is responsible, in an amount at least equal to the full insurable value calculated on a stated amount coinsurance and replacement basis; (c) automobile liability insurance to a limit of liability of not less than $2,000,000 in any one accident, covering all licensed motor vehicles owned or leased by the Tenant and used in connection with its business carried on from the Premises; (d) loss of rental income, with a minimum 2 month period of indemnity to cover all Rent reserved hereunder; and (e) workers’ compensation insurance coverage as required pursuant to applicable legislation; and

22.All policies of insurance referred to herein will include the following provisions: (a) all risk property insurance on the Subleased Premises, including leasehold improvements, will name Free Geek and the Landlord as loss payees, and contain a waiver of subrogation rights which PEDAL’s insurer(s) may have against Free Geek, the Landlord or its or their respective employees, agents or mortgagees (if any), or against those for whom Free Geek or Landlord are in law responsible, whether any insured loss or damage is caused by the act, omission or negligence of Free Geek or Landlord or by those for whose acts Free Geek or Landlord, as the case may be, are in law responsible; (b) all liability insurance policies will name Free Geek and Landlord as additional insureds and will provide that each person, firm or corporation insured under the policies will be insured in the same manner and to the same extent as if separate policies had been issued to each; (c) all policies will contain an undertaking by the insurers to notify Free Geek in writing not less than 30 days prior to any cancellation or other termination thereof, or any change which restricts or reduces the coverage afforded thereby; and (d) all policies of insurance referred to herein will be on policy forms satisfactory to Free Geek and underwritten by insurers licensed to transact business in the province of British Columbia that are acceptable to Free Geek. Prior to the commencement of the Sublease, PEDAL agrees to provide Free Geek with certificates of insurance that confirm compliance by PEDAL with the requirements of this Sublease. PEDAL will provide certified copies of the insurance policies within 60 days of the commencement date of the Sublease and proof of renewal of each policy during the Term.

23.PEDAL will require any contractor performing work on the Sublet Premises to carry and maintain, at no expense to Free Geek, commercial general liability insurance and other insurance in amounts and on terms reasonably determined by the Joint Space Committee.

In the event of Breach, Default or Insolvency of PEDAL 24.If PEDAL: (a) fails to pay any Rent or other amount owing under this Sublease when due, whether or not demanded by Free Geek, or in any way causes a breach of the Lease; or (b) fails to observe or perform any of its other obligations under this Sublease PEDAL has not cured the default within a reasonable time as determined by the Joint Space Committee or is not diligently pursuing such cure; Free Geek may terminate this Sublease and all of PEDAL’s rights under it, on 60 days’ notice to 22(b), or immediately pursuant to 22(a). Free Geek agrees to pursue the termination of this agreement pursuant to 22(b) in good faith and allow for all reasonable efforts on the part of PEDAL to rectify the issue.

23. If any of the following events occur, then Free Geek may re-enter and take possession of the Sublet Premises and this Sublease, at Free Geek’s option, may be immediately terminated by notice left at the Sublet Premises: (a) a receiver is appointed to control the conduct of the business of PEDAL on or from the Subleased Premises; (b) PEDAL becomes bankrupt or insolvent or takes the benefit of any legislation in force for bankrupt or insolvent debtors; (c) proceedings are instituted for the winding-up or termination of the corporate existence of PEDAL; or (e) the Sublease or PEDAL’s assets are taken under a writ of execution or security instrument.

24.If any of the events in paragraph 23 (“Default Events”) occur, the then current month’s rent and the rent for the next 3 months will immediately become due and payable as Rent in arrears, and Free Geek may recover it in the same manner as Rent in arrears including taking distress action.

25.If, when a Default Event or any other breach of this Sublease occurs, Free Geek chooses not to terminate the Sublease and re-enter the Subleased Premises, Free Geek shall have the right to take any and all necessary steps to rectify any or all Default Event or breach of PEDAL and to charge the costs of such rectification to PEDAL and to recover the costs as Rent.

26.If, when a Default Event occurs, Free Geek chooses to waive the right to exercise the remedies available under this Sublease or at law, the waiver shall not constitute condonation of the Default Event, nor shall the waiver be pleaded as an estoppel against Free Geek to prevent exercising the remedies with respect to a subsequent Default Event or breach. No covenant, term, or condition of this Sublease shall be deemed to have been waived by Free Geek unless the waiver is in writing and signed by Free Geek.

27.If PEDAL fails to perform any obligation under this Sublease, Free Geek may perform the obligation and may enter the Sublet Premises without notice and do everything Free Geek considers necessary to ensure the obligation is performed. PEDAL will pay as Rent all costs and expenses incurred by Free Geek pursuant to this paragraph. Free Geek will not be liable for any loss or damages resulting from negligence or otherwise resulting from such action.

Termination 28.If any part of the Leased Premises is damaged or destroyed by any cause, rendering the Subleased Premises unfit for its intended use, or if the Lease is for any reason terminated, Free Geek may at its option terminate this Sublease immediately. 29.If any part of the Leased Premises is damaged or destroyed by any cause, other than through the negligence or wilful misconduct of PEDAL or its agents, or any individual for whom it is responsible, rendering the Subleased Premises unfit for its intended use, or if the Lease is for any reason terminated, PEDAL may at its option terminate this Sublease immediately. 30.After entering a month-to-month tenancy, PEDAL or Free Geek may terminate the Sublease on two months’ written notice of termination to the other party.

Notice 31.Notice must be served by handing written notice to the appropriate staff or director of Free Geek or PEDAL or the PEDAL Depot. It may also be mailed to the offices of Free Geek or PEDAL, and in such case notice shall be deemed to have been given five days after the date postmarked on the notice.

Use of Space and Governance of Relationship

32.PEDAL will use the Subleased Premises solely for the purpose of operation of PEDAL (the “Permitted Purposes”) and PEDAL will not use the Subleased Premises or permit them to be used for any unlawful purpose, nor for any other purpose without the approval of the Joint Space Committee. PEDAL activities in the subleased space will comprise of 
building and refurbishing bicycles and accessories for sale and donation; stripping bicycles, parts and accessories; running educational programs related to bicycle building, mechanics, maintenance, riding and safety. 33.The parties agree to undertake only those activities on the Leased Premises and Subleased Premises that: (a) are conducted in a safe and responsible manner, with all safety precautions taken, under appropriate licenses and permits, and in accordance with the law; (b) are in accordance with this Sublease; (c) do not interfere with each other's regularly scheduled programming and operations; (d) do not transgress the spatial division agreed upon by the parties as shown on Schedule B unless the transgressing or interfering activity is approved by appropriate staff or volunteers of the other party; (e) do not compromise a party’s ability to undertake its normal programming or operations in a safe, efficient, comfortable or effective manner; (f) do not compromise either party’s ability to enjoy the use of the space; and (g) do not compromise or detract from the overall safety or security of the Leased Premises or Subleased Premises.

34.Concerns of either party relating to the activities of the other party may be submitted to the Joint Space Committee at any time.

35.At any time, either party may propose a new activity or program that will take place on the Leased Premises: (a) proposals must be submitted to the Joint Space Committee no less than 30 days before they are scheduled to take place, if they might affect a regularly scheduled program or activity; (b) proposals must take into account the spatial and operating needs of existing programs and activities; (c) proposals must be in accordance with paragraph 31; and (d) the parties agree that their representatives on the Joint Space Committee will review all proposals in good faith, and take all reasonable steps to accommodate them.

34. Governance of the relationship of the parties as provided for herein or falling outside of the articles of this Sublease will be managed by a committee (the “Joint Space Committee”) consisting of the Free Geek Coordinator, the PEDAL Depot Project Manager and one member at large from each of Free Geek and PEDAL. Members at large must be either staff or volunteers of their respective parties and should make a concerted effort to consistently attend Joint Space Committee meetings, but can elect to send a substitute representative from their respective parties if necessary. Other staff or volunteers of either party can elect to participate in Joint Space Committee meetings but do not have blocking privileges with regard to decisions made by the Joint Space Committee.

35.The Joint Space Committee will meet at least once per month to discuss matters pertaining to the use of the Leased Premises and Subleased Premises, and more often as necessary.

36.Decisions of the Joint Space Committee will be made by consensus, with all members agreeing to a motion, willing to stand aside and let others carry a motion, or blocking a motion made by a member. One member blocking a motion is sufficient to prevent a motion from passing. Decisions based on consensus shall be considered binding by both parties. (a) In matters on which the joint space committee cannot reach consensus, the matter shall be referred back to the parties to be discussed. The matter will then return to the Joint Space Committee, which will again attempt to reach consensus. (b) In matters on which the Joint Space Committee still cannot reach consensus, the parties agree to engage in dispute resolution processes in the following order: 1.Good faith negotiations; 2.Mediation; and 3.Binding arbitration. Should a matter proceed to binding arbitration, the Joint Space Committee will choose an arbitrator by consensus, or if unable to reach consensus, each of the boards of Free Geek and PEDAL will choose an arbitrator and these two arbitrators shall appoint a third arbitrator who will arbitrate the matter. This choice of arbitrator and the arbitrator’s decision shall be binding on both Free Geek and PEDAL.

General 37.Free Geek does not in any way or for any purpose become a partner of, or joint venturer or a member of a joint enterprise with PEDAL . No provision of this Sublease is intended to create a relationship between the parties other than that of Sublandlord and Subtenant.

38.Where the context requires, the singular includes the plural and vice versa, and the masculine, feminine and neuter include each other. If the Subtenant comprises two or more individuals or entities, the liability of each under this Sublease is joint and several.

39.If any provision of this Sublease or the application to any person of any provision is held to be invalid or unenforceable, the remainder of this Sublease or its application will not be affected.

40.No representation, understanding or agreement has been made or relied upon except as expressly set out in this Sublease.

41.The Subtenant will at the expiration or sooner determination of the Term, immediately surrender the Sublet Premises in a peaceable way and in the state of repair specified in this Sublease.

42.Any modifications to this Sublease: (a) must be agreed to by both parties before they become binding; and (b) must be submitted in writing to the Joint Space Committee no less than 30 days before they are to take effect. This requirement may be waived by the Joint Space Committee.

The undersigned agree to the terms of this agreement, and declare that they are agents of their respective parties authorised to sign the sublease agreement being entered into by Free Geek and PEDAL.

Free Geek Community Technology Centre Pedal Power Association