Lease

Bowring Building, 277–281 Water Street — 4th Floor + Underground Garage

Lease Term

5 + 5 yr

1× renewal option

Premises

1,185 sq.ft.

+ TBD underground garage

Year 1 Rent

$1,481/mo

$15/sqft + HST

Year 2–5 Rent

$1,975/mo

$20/sqft + HST

Investment at Risk

$1.04M

Tenant-funded buildout

Open Risk Flags

10

Pending negotiation

Rent Schedule

Storefront Premises — 1,185 sq.ft.

Period
Year 1
$/sq.ft./yr
$15.00
Annual
$17,775 + HST
Monthly
$1,481 + HST
Period
Year 2
$/sq.ft./yr
$20.00
Annual
$23,700 + HST
Monthly
$1,975 + HST
Period
Year 3
$/sq.ft./yr
$20.00
Annual
$23,700 + HST
Monthly
$1,975 + HST
Period
Year 4
$/sq.ft./yr
$20.00
Annual
$23,700 + HST
Monthly
$1,975 + HST
Period
Year 5
$/sq.ft./yr
$20.00
Annual
$23,700 + HST
Monthly
$1,975 + HST

Underground Garage — TBD sq.ft.

Period
Year 1
$/sq.ft./yr
$15.00
Annual
TBD
Monthly
TBD
Period
Year 2
$/sq.ft./yr
$20.00
Annual
TBD
Monthly
TBD
Period
Year 3
$/sq.ft./yr
$20.00
Annual
TBD
Monthly
TBD
Period
Year 4
$/sq.ft./yr
$20.00
Annual
TBD
Monthly
TBD
Period
Year 5
$/sq.ft./yr
$20.00
Annual
TBD
Monthly
TBD

Risk Flags

Investor-flagged clauses from the lease analysis requiring negotiation or amendment.

§2.5 — Unilateral Landlord Termination

Landlord may terminate at any time with 12 months' written notice and zero compensation — even immediately after a million-dollar buildout.

§3.2 — Underground Garage Area TBD

Garage square footage is unconfirmed. Annual and monthly rent totals cannot be calculated until this is finalized before lease execution.

§3.3 — Additional Rent Rates All TBD

Operating cost pass-throughs are open-ended. Historical data and/or annual caps must be obtained for accurate budgeting.

§3.7 — No Audit Right

Landlord's accountant determines Additional Rent and that determination is conclusive. No audit right exists in the current draft.

§4.2 — Double HVAC Cost Risk

SWL installs its own independent HVAC at full cost, yet still pays a Proportionate Share of the Building's HVAC under operating costs.

§4.4 — After-Hours Access Restricted

Common Area access is limited to Normal Business Hours (Mon–Fri). An F&B operation runs primarily evenings and weekends.

§6.4 — Alteration Approval + Review Costs

All renovation plans require Landlord written consent. Tenant bears cost of Landlord's architect review. Factor into buildout budget and timeline.

§6.7 — All Improvements Become Landlord Property

Every dollar of Tenant-funded construction becomes the Landlord's property upon installation. No compensation. Landlord can then terminate with 12 months' notice.

§8.1–8.5 — Assignment & Transfer Restrictions

Landlord can terminate rather than consent to a transfer. Any profit from a transfer must be surrendered. Change-of-control is broadly defined.

§12.6 — Relocation at Landlord Discretion

Landlord may relocate Tenant to a 'substantially similar' space. For an F&B buildout, relocation effectively means a full second construction project.

Amendment Tracker

10 proposed amendments from the negotiation brief. NON-NEGOTIABLE items are critical to SWL's ability to recoup its buildout investment.

#
1
Amendment
Early Termination Protection
Lease Section
S.2.5
Priority
NON-NEGOTIABLE
Status
Open
#
2
Amendment
Relocation Clause
Lease Section
S.12.6
Priority
NON-NEGOTIABLE
Status
Open
#
3
Amendment
Leasehold Improvements & Trade Fixtures
Lease Section
S.6.7 + Sched C
Priority
NON-NEGOTIABLE
Status
Open
#
4
Amendment
HVAC Operating Cost Exclusion
Lease Section
S.3.3, S.4.2
Priority
NON-NEGOTIABLE
Status
Open
#
5
Amendment
Assignment & Change of Control
Lease Section
S.8.1–8.5
Priority
HIGH
Status
Open
#
6
Amendment
Exclusivity (F&B)
Lease Section
New S.5.4
Priority
HIGH
Status
Open
#
7
Amendment
Additional Rent Transparency
Lease Section
S.3.3, S.3.7
Priority
HIGH
Status
Open
#
8
Amendment
Overholding & Break Fee
Lease Section
S.2.5, S.2.7
Priority
MEDIUM
Status
Open
#
9
Amendment
Building Access (24/7)
Lease Section
S.4.4
Priority
HIGH
Status
Open
#
10
Amendment
Right of First Refusal — Adjacent Unit
Lease Section
New S.12.7
Priority
HIGH
Status
Open