HomeMy WebLinkAbout23 045 The Kincardine Scottish Festival & Highland Games Agreement (2023) By-lawTHE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
BY-LAW
NO. 2023 – 045
Being a By-law to Authorize an Agreement with the Kincardine Scottish
Festival & Highland Games for the Rental of Space at the Kincardine Centre
for the Arts
Whereas Section 8 (1) and 9 of the Municipal Act, 2001, S.O. 2001, c. 25, as
amended, provide that the powers of a municipality under this or any other Act shall
be interpreted broadly so as to confer broad authority on the municipality to enable
the municipality to govern its affairs as it considers appropriate and to enhance the
municipality’s ability to respond to municipal issues and has the capacity, rights,
powers and privileges of a natural person for the purpose of exercising its authority
under this or any other Act; and
Whereas the Corporation of The Municipality owns the Kincardine Centre for the
Arts located at 707 Queen Street, Municipality of Kincardine; and
Whereas Council of The Corporation of the Municipality of Kincardine deems it
advisable to enter into an Agreement with the Kincardine Scottish Festival &
Highland Games for the rental of space at the Kincardine Centre for the Arts; now
therefore be it
Resolved that the Council of The Corporation of the Municipality of Kincardine
Enacts as follows:
1. That The Corporation of the Municipality of Kincardine enter into an
Agreement with the Kincardine Scottish Festival & Highland Games, for the
rental of space at the Kincardine Centre for the Arts, 707 Queen Street,
Municipality of Kincardine, in accordance with the terms and conditions
outlined in the Agreement attached hereto as Schedule ‘A’ and forming part
of this By-law.
2. That the Mayor and CAO be authorized to sign and execute, on behalf of
The Corporation of the Municipality of Kincardine, the Agreement with The
Kincardine Scottish Festival & Highland Games.
3. That this By-law shall come into full force and effect upon its final passage.
4. That this By-law be cited as “The Kincardine Scottish Festival & Highland
Games Agreement (2023) By-law”.
Read a First and Second Time this 3rd day of April, 2023.
Read a Third Time and Finally Passed this 3rd day of April, 2023.
Mayor Clerk
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LEASE AGREEMENT
THIS LEASE AGREEMENT made this 3r6 day of 41,1\ , 2023. (the"Effective Date")
BETWEEN:
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
(the"Landlord"or"Municipality")
-AND-
KINCARDINE SCOTTISH FESTIVAL& HIGHLAND GAMES
(the "Tenant" or"Lessee")
WHEREAS the Municipality is the owner of site of the Kincardine Centre for the Arts(the
"Building"),which is municipally known as 707 Queen Street, Kincardine,Ontario(the
"Property");
AND WHEREAS the Kincardine Scottish Festival& Highland Games is desirous of entering into a
lease agreement with the Municipality for the use of the space;
AND WHEREAS the Kincardine Centre for the Arts shall be seen as a hub for and is to be used for
various arts groups to promote the inclusion and expansion of the arts and culture within the
Municipality of Kincardine;
NOW THEREFORE for good and valuable consideration,the receipt and sufficiency of which are
hereby acknowledged,the parties hereby agree,and covenant as follows:
1. TERMS OF LEASE
Premises
1.1. In the consideration of the rents, covenants and agreements of the Tenant to be paid,
observed and performed,the Landlord hereby leases to the Tenant certain space located in
the Kincardine Centre for the Arts (the "Property").As shown within Schedule A to this
Agreement,the Kincardine Scottish Festival& Highland Games group will rent the following
areas on the Premise:
- Scottish Festival Office; and
- Storage cage in the Upper Fire Bay.
Nature of Right
1.2. The Tenant is hereby granted use and enjoyment of the Premises for the term herein. In
addition,the Tenant is hereby granted a non-exclusive use and enjoyment of the Common
Areas within the Building for the term herein in conjunction with such other persons as the
Wage
Landlord may now or hereinafter determine in its sole discretion may enjoy the right to use
the Building, all subject to reasonable limits as established by the Landlord.
1.3. If approved in writing by the Landlord,the Tenant may sublease the Premises.
Term
1.4.The Tenant is entitled hereby to have and to hold the Premises for and during the term of
two(2)years commencing on January 1, 2023,and ending on December 31, 2024(the
"Term").
Overholding Tenant
1.5. If the Tenant continues to occupy the Premises after the termination of this Agreement,with
the consent of the Landlord and without any further written agreement,the Tenant shall be a
yearly tenant.
Renewal
1.6. In the event that the Tenant is not in breach of this Agreement,the Tenant shall have the
right to renew the term hereof for an additional five (5)years("new term") upon giving the
Landlord not less than three (3) months' prior notice thereof.The new term will be on the
same terms and conditions set out herein and rent shall commence based on the amount
paid in year 5,as adjusted in accordance with section 1.9.
Right of Termination
1.7. giving the other party not less than 60 days' notice in writing.
Rent
1.8.The Tenant shall pay unto the Landlord the sum of$3,650.00 plus HST per annum or$304.17
plus HST per month.
1.9.The Tenants covenants and agrees to pay the annual Rent in equal monthly installments in
advance on the first day of each and every month during the Term.The Tenant and the
Landlord agree that rent shall incrementally increase per annum in relation to Consumer
Price Index(CPI) (Province of Ontario) and such increase shall occur at the end of each
calendar year.The CPI annual increase is applicable to the First and Second Renewal Terms
and to any subsequent renewals.
Scougall Gallery Access
1.10. As a Tenant of the Kincardine Centre for the Arts,the Tenant will have free access to the
Scougall Gallery for meetings as available and to a maximum of two (2)days per month.This
usage is to be booked through the Community Services Department. It is expected that
during the theatre season,access to the Scougall Gallery will be part of the agreement, but
must still be shown on the schedule and booked.
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1.11. Should the two(2) days not be utilized within the calendar month,Tenants shall not be
permitted to bank the said days for use in another calendar month.
1.12. Extra rentals above the two days allotted per month,will be subject to the current fee by-
law.
2. COVENANTS OF THE TENANT
The Tenant hereby agrees to fully and faithfully comply with all of the covenants of the Tenant as
set out below:
Pay Rent
2.1. To pay rent in a timely manner in accordance with the provisions of this Agreement.
2.2. If the Tenant fails to pay any Rent when the same is due and payable,such unpaid amount
shall bear interest at the same rate as is charged on overdue taxes by the Municipality,with
such interest to be calculated from the time such Rent becomes due until paid by the Tenant.
Use of Premises
2.3.The Municipality hereby grants and sets over to the Tenant the use of the rented areas on
and subject to the terms and conditions of this agreement.
2.4. The Tenant agrees to adhere to the Municipality of Kincardine's policies and procedures as it
relates to tangible capital assets and the purchase of goods and services procured by the
Municipality of Kincardine.
Landlord's Access
2.5. To permit the Landlord and its agents at all reasonable times and upon advanced notice to
enter the Premises for the purpose of showing the Premises or to inspect the condition
thereof.
Return of Premises on Termination
2.6.The Tenant shall,at the termination of the term unless otherwise arranged with the Landlord,
peacefully surrender the Premises unto the Landlord in good and substantial repair and
condition, reasonable wear and tear excepted.
Comply with all Laws
2.7.The Tenant shall comply with the requirements of all applicable laws, by-laws, regulations,
and orders at any time in force during the term hereof and affecting the condition,
equipment, maintenance, use or occupation of the Premises.
Indemnity
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2.8. The Tenant shall defend, indemnify and save harmless The Corporation of the Municipality of
Kincardine, its elected officials,officers,employees and agents from and against any and all
claims of any nature, actions, causes of action, losses, expenses,fines, costs (including legal
costs), interest or damages of every nature and kind whatsoever, including but not limited to
bodily injury,sickness,disease or death or to damage to or destruction of tangible
property including loss of revenue or incurred expense resulting from disruption of service,
arising out of or allegedly attributable to the negligence,acts,errors, omissions, misfeasance,
nonfeasance,fraud or willful misconduct of the Supplier, its directors, officers,employees,
agents,contractors and subcontractors, or any of them, in connection with or in any way
related to the delivery or performance of this Contract. This indemnity shall be in addition to
and not in lieu of any insurance to be provided by the Tenant in accordance with this Contract
and shall survive this Contract.
The Tenant agrees to defend, indemnify and save harmless The Corporation of the
Municipality of Kincardine from and against any and all claims of any nature, actions, causes of
action, losses,expenses,fines,costs(including legal costs), interest or damages of every
nature and kind whatsoever arising out of or related to the Tenant's status with WSIB.This
indemnity shall be in addition to and not in lieu of any proof of WSIB status and compliance to
be provided by the Tenant in accordance with this Contract, and shall survive this Contract.
Insurance
2.9. The Tenant shall put in effect and maintain in its name, at its expense, all the necessary
insurance that would be considered appropriate for a prudent tenant undertaking this type of
operation for the period during which the Agreement is in effect with insurers acceptable to
the Municipality, including:
1. All Risks Property Insurance:All Risks (including sewer damage,flood and earthquake)
property insurance in an amount equal to the full replacement cost of property of every
description and kind owned by the Tenant or for which the Tenant is legally responsible,
and which is located on or about the Demised Premises, including, without limitation,
anything in the nature of a leasehold improvement.
2. Commercial General Liability Insurance:The Tenant shall, at their expense obtain and keep
in force during the term of the Lease,Commercial General Liability Insurance satisfactory
to the Landlord and underwritten by an insurer licensed to conduct business in the
Province of Ontario. The policy shall provide coverage for Bodily Injury, Property Damage
and Personal Injury and shall include but not be limited to:
(a) A limit of liability of not less than $2,000,000/occurrence with an aggregate of not
less than $2,000,000
(b) Add the Landlord as an additional insured with respect to the operations of the
Named Insured
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(c) The policy shall contain a provision for cross liability and severability of interest in
respect of the Named Insured
(d) Non-owned automobile coverage with a limit not less than$2,000,000 and shall
include contractual non-owned coverage (SEF 96)
(e) Products and completed operations coverage
(f) Contractual Liability
(g) Hostile fire
(h) The policy shall provide 30 days prior notice of cancellation
3. Tenant's Legal Liability Insurance:Tenant's legal liability insurance for the actual cash
value of the building and structures on the demised premises, including loss of use
thereof.
4. Each policy will provide that the insurer will not have any right of subrogation against the
Landlord on account of any loss or damage covered by such insurance or on account of
payments made to discharge claims against or liabilities of the Landlord or Tenant covered
by such insurance.The cost or premium for each and every such policy will be paid by the
Tenant.
5. Primary Coverage:The Tenant's insurance shall be primary coverage and not additional to
and shall not seek contribution from any other insurance policies available to the
Municipality.
6. Certificate of Insurance:The Tenant shall provide a Certificate of Insurance evidencing
coverage in force at least 10 days prior to the contract commencement.
7. The Municipality at its sole discretion may in writing change the insurance required under
this Agreement including, but not limited to,the limit of insurance.The revised insurance
requirements will come into effect upon the next renewal date of the Tenant's existing
policy.
Tenant Obligations
2.10. The Tenant shall comply promptly with all requirements and recommendations of the
Insurer's Advisory Organization of Canada(or any successor thereof), or of any insurer now or
hereafter in effect, pertaining to or affecting the Premises.
The Tenant covenants to keep the Premises in good and reasonable state of repair consistent
with the general standards applicable to buildings of a similar nature.The Tenant shall not be
responsible for any items that are within the Landlord's obligations pursuant to Section 3.7
and 3.2 of this Lease.
Tenant Indemnity
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2.11. The Tenant will indemnify the Landlord and save it harmless from any and all losses or claims,
actions,demands, liabilities and expenses in connection with loss of life, personal injury
and/or damage to or loss of property: (a) arising out of any occurrence in or about the
Premises; (b) occasioned or caused wholly or in part by any act or omission of the Tenant or
anyone for whom it is in law responsible; or(c) arising from any breach by the Tenant of any
provisions of this Lease.
Mutual Release
2.12. Each of the Landlord and the Tenant releases the other and waives all claims against the
other and those for whom the other is in law responsible with respect to occurrences insured
against or required to be insured against by the releasing party,whether any such claims
arise as a result of the negligence or otherwise of the other or those for whom it is in law
responsible, subject to the following:
a. Such release and waiver shall be effective only to the extent of proceeds of
insurance received by the releasing party or proceeds which would have been
received if the releasing party had obtained all insurance required to be obtained
by it under this Lease (whichever is greater)and,for this purpose,deductible
amounts under the Tenant's insurance (but not the Landlord's)shall be deemed to
be proceeds of insurance received; and
b. To the extent that both parties have insurance or are required to have insurance
for any occurrence,the Tenant's insurance shall be primary.
Increase of Landlord Premiums
2.13. If the occupancy of the Premises,the conduct of business in the Premises,or any acts or
omissions of the Tenant in the Premises or any part thereof,causes or results in any increase in
premiums for the insurance carried from time to time by the Landlord with respect to the
Premises,the Tenant should pay such increase in premiums.
Telecommunications
2.14. The Tenant shall be responsible for all telecommunications (including phone, internet,
broadband and cable) operating charges.
Damages
2.15. The Tenant shall not do or permit any waste, damage, or injury to the Premises or the fixtures
and equipment thereof and shall take every reasonable precaution to protect the Premises
from danger of fire,vandalism, water damage or the elements.
Right of Re-entry
2.16. The Tenant hereby agrees that the Landlord may re-enter the Premises after fifteen (15)
business days'written notice to the Tenant of non-payment of rent or non-performance of
covenants, subject to the provisions of this Agreement.
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Insolvency or Abandonment
2.17. If the Tenant makes assignment for the benefit of creditors or takes the benefit of any Act
for bankrupt or insolvent debtors, or if a receiving order is made against the Tenant, or an
order is made for the winding up of the Tenant, or any insurance policy is cancelled or not
renewed by reason of the use or occupation of the Premises or by reason of non-payment
of premiums, or if the Premises shall become vacant fora period of thirty(30)consecutive
days,or be used by any other persons than such as are entitled to use them under the terms
of this Agreement,then the Landlord may re-enter and take possession of the Premises and,
upon immediate notice,terminate this Agreement.
Remedies of the Landlord
2.18. If the Tenant fails to perform or observe any covenants herein, which failure continues for
fifteen (15)days after the Tenant's receipt of written notice thereof,the Landlord shall have
the following remedies, which are cumulative and not in the alternative and which are
without prejudice to any other rights or remedies it may have:
(a) The Landlord may enter the Premises and perform the Tenant's obligation on
behalf of the Tenant, without liability for any loss or damage to the Tenant's
goods,chattels or business caused in so doing.Any reasonable expenses incurred
by the Landlord thereby shall be paid by the Tenant forthwith and shall be
recoverable in the same manner as rent; and
(b) The Landlord may by written notice terminate this Agreement,in which case rent
and any other payments for which the Tenant is liable shall be apportioned and
paid in full to the date of termination,together with the expenses of the Landlord
attributable to the termination, and the Tenant shall immediately deliver up
possession of the Premises.
3. COVENANTS OF THE LANDLORD
The Landlord hereby agrees to fully and faithfully comply with all of the covenants of the Landlord
which are set out below:
Quiet enjoyment
3.1. Provided the Tenant performs all its covenants in this Agreement,the Tenant shall have quiet
enjoyment of the Premises.
Insurance
3.2.The Landlord shall provide and maintain insurance on the Premises against loss, damage or
destruction caused by fire and extended perils under a standard extended form of fire
insurance policy in such amounts and on such terms and conditions as would be carried by a
prudent owner of a similar building, having regard to the size,age and location of the
Premises.The amount of insurance to be obtained shall be determined at the sole discretion of
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the Landlord.The Landlord may maintain such other insurance in respect of the Premises and
its operation and management as the Landlord determines, acting reasonably.The Tenant shall
not be an insured under the policies with respect to the Landlord's insurance, nor shall it be
deemed to have any insurable interest in the property covered by such policies,or any other
right or interest in such policies or their proceeds.
Damage or Destruction
3.3. If the Premises or any portion thereof are damaged or destroyed by fire or by other casualty,
the rent shall abate in proportion to the area of that portion of the Premises which, in the
opinion of the Landlord's architect or professional engineer, is thereby rendered unfit for the
purposes of the Tenant until the Premises are repaired or rebuilt to the Landlord's satisfaction,
and the Landlord shall repair or rebuild the Premises. Rent shall recommence to be payable
one (1) day after the Landlord notifies the Tenant that the Premises are repaired or rebuilt;
provided,however,that the Landlord and tenant's right of termination in section 1.7 continues
to apply and either party may terminate this Agreement, without penalty, upon giving the
other party not less than 60 days' notice in writing.
Electrical Facilities
3.4.The Landlord shall be responsible for the cost of supplying the Premises with electric power.
Supply of Water/Sewer Services
3.5.The Landlord shall be responsible for the cost of water and sewer charges supplied to the
Premises.
Supply of Heating/Air Conditioning
3.6. The Landlord shall at its sole expense supply adequate heat and air conditioning to the
Premises.
Repairs and Maintenance
3.7. The Landlord shall at all times and at its own cost and expense maintain and repair the
Premises and Building(including replacements of capital aspects of the Premises and Building
where necessary)to a similar quality as the original work,including:
• all building repairs and capital improvements greater than$500
• repairing and replacing the roof,
• repairing and maintaining the exterior facade of the building,
• replacing its plumbing, heating, lighting, water and ventilation systems and
major repairs thereto,
• replacement of broken windows,
• cleaning the exterior windows,
• replacement of light fixtures(ballasts,etc.),
• pest control,
• flooring and carpeting,
• fire extinguishers,
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• disposal of non-hazardous garbage and refuse on a regular basis, including the
provision of bag tags, and
• repainting the walls should this be requested by the Tenant and approved by the
Landlord.
3.8.The Landlord shall give the Tenant at least five (5) business days' prior notice of any repairs or
replacements to, or which would otherwise affect the normal conduct of any business
operations in,the Premises(except in the case of an emergency posing imminent risk of material
harm to persons or property, in which event the Landlord shall only be required to give such
notice as is reasonable under the circumstances).
3.9. If, in the Tenant's reasonable judgment,the Landlord's repairs would materially interfere with
or disrupt the normal conduct of any business operations in the Premises, the Landlord shall
perform such repairs only after the regular hours of operation of Tenant. The Landlord shall
take such measures in this regard as are reasonable in its opinion to minimize disruption to the
Tenant's activities but shall not be responsible for loss or harm occasioned thereby.
3.10.The Tenant shall give Landlord prompt notice of any defects in the Building or the Premises.
a) The Landlord shall proceed with due diligence, and in accordance with the
restriction in s. 3.9, to make repairs to any defects in the Building or the Premises
that in the opinion of the Landlord acting reasonably are significant in nature and
relate either to the health and safety of the Tenant, its staff, employees, agents or
invitees and or that materially interfere with the ability of the Tenant to operate its
business at the Premises or due to an emergency, within fifteen (15) business days
after receiving notice of same. If Landlord fails after fifteen (15) business days'
notice to proceed with due diligence to make repairs that in the opinion of the
Landlord acting reasonably are significant and relate either to the health and safety
of the Tenant,its staff,employees,agents or invitees and or that materially interfere
with the ability of the Tenant to operate its business at the Premises or due to an
emergency,and only if the failure to perform such repairs actually increases the risk
to the health and safety of the Tenant, its staff, employees, agents or invitees or
materially interferes with the ability of the Tenant to operate its business in the
Premises or to respond to an emergency, then the Tenant acting reasonably may
make such repair or repairs at the expense of the Landlord, and the expenses
actually incurred by Tenant in making said repairs, shall be paid to Tenant by the
Landlord within thirty(30)days after a copy of a bill or statement is provided to the
Landlord. In the event the Landlord does not reimburse Tenant for any amounts
payable to Tenant hereunder within thirty (30) days after Tenant's demand
therefor, which demand shall be accompanied by actual documents or invoices
supporting the expenses incurred by the Tenant,the Tenant shall have the right(in
addition to any rights and remedies to which it may be entitled under this Lease, at
law, or in equity)to set-off such amounts against Rent.
3.11.The Landlord shall proceed with due diligence, and in accordance with the restriction in s. 3.9,
to make repairs of all defects that in the opinion of the Landlord acting reasonably are non-
significant and that do not relate to the health and safety of the Tenant, its staff, employees,
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agents or invitees and or that do not materially interfere with the ability of the Tenant to
operate its business at the Premises or are not an emergency, within forty-five (45) business
days notice of same being delivered to the Landlord. If the Landlord fails after forty-five (45)
business days' notice to proceed with due diligence to make repairs of the defects that in the
opinion of the Landlord acting reasonably are non-significant,then the Tenant acting reasonably
may make such repair or repairs at the expense of the Landlord, and the expenses actually
incurred by Tenant in making said repairs, shall be paid to Tenant by the Landlord within thirty
(30) days after a copy of a bill or statement therefor is provided to the Landlord. In the event
the Landlord does not reimburse Tenant for any amounts payable to Tenant hereunder within
thirty(30) days after Tenant's demand therefor,which demand shall be accompanied by actual
documents or invoices supporting the expenses incurred by the Tenant, the Tenant shall have
the right(in addition to any rights and remedies to which it may be entitled under this Lease,at
law, or in equity)to set-off such amounts against Rent.
3.12.The Landlord shall not be responsible for loss or damages arising from its obligations in this
Agreement respecting repair, maintenance or replacement in relation to the Premises if the
Tenant refuses to provide the Landlord with reasonable access for repairs and maintenance as
per section 3.8.
3.13.The Tenant at its own cost and expense shall maintain and repair the interior of the Premises
to the quality of the original work for all minor building repairs with the permission of the
Landlord.
Janitorial Services
3.14. The Tenant shall be responsible for the cost of janitorial services,cleaning and other supplies
incurred in order to clean and maintain the Premises within the Building. This includes
cleaning of the interior floors,walls,and windows.
3.15. The Landlord will be responsible for janitorial services,cleaning and other supplies incurred in
order to clean and maintain the Common Areas within the Building.
Furniture,Fixtures and Other Equipment
3.16.AI1 equipment, furniture, fixtures, and other capital assets purchased by the Landlord will
remain the property of the Landlord and will be added to the Municipality of Kincardine's
tangible capital asset registry. The Tenant shall not dispose of any assets without the prior
approval of the Landlord and must complete the required documentation for capital asset
disposal and tracking.
3.17. The Tenant shall meet annually with the Municipality of Kincardine to review the facility and
develop a capital program for consideration in the annual budget process. All requests are
subject to approval in the capital and operating budget as determined by Council.
Groundskeeping
3.18. The Landlord shall maintain and repair the grounds forming the Kincardine Centre for the
Arts to standards acceptable to the Landlord, including;
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• pruning and removal of trees and shrubs,except that no live tree or shrub shall be
removed by the Tenant without the prior approval of the Landlord,
• cutting the grass,watering the landscaping,and
• pickup and disposal or leaves, waste, and other debris
Snow Removal
3.19. The Landlord shall provide snow removal including roadways and sidewalks forming part
of the Property to standards acceptable to the Landlord.
Tenant's Obligation to Advise Landlord
3.20. The Tenant shall report all damage and all conditions which might create a hazard to users of
the Premises as soon as possible to the Landlord.
4. IMPROVEMENTS
Signs, Flags and Fixtures
4.1. The Tenant shall not erect on,fix or fasten to the Premises any sign, antenna or fixture of any
kind whatsoever without advance written permission from the Landlord.The Landlord
acknowledges that the Tenant's presence at the Kincardine Centre for the Arts, in accordance
with any applicable laws or municipal by-laws and with the prior written approval of the
Landlord.
Alterations by the Tenant
4.2. Except as provided for in Sections 3.10 through 3.12 above, the Tenant shall not make any
installation, alteration, addition, or improvement to the Premises without first obtaining
the Landlord's approval in writing,which approval shall be in the Landlord's sole discretion.
Any such works shall be subject to all provisions of this Agreement.
Dealing with Improvements on Termination
4.3. Upon termination of this Agreement,the Tenant shall surrender the Premises together with
all installations, alterations, additions, fixtures or anything in the nature of a leasehold
improvement made thereon. Notwithstanding the forgoing, upon termination,the Landlord
may require the Tenant to remove its installations,alterations,additions,fixtures,or anything
in the nature of a leasehold improvement and to make good any damage caused to the
demised Premises by such installation or removal.
No Landlord Obligation to Repair
4.4. The Landlord shall be under no obligation to repair or maintain any installations,alterations,
additions,fixtures of the Tenant or anything in the nature of a leasehold improvement.
Landlord Right to Reconstruct
4.5. Should the Landlord determine in its sole discretion to renovate or reconstruct the
Kincardine Centre for the Arts, the Common Areas or the Premises, the Tenant agrees to
provide the Landlord and its agents with access to the Premises(with reasonable notice) for
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the purpose of such work and for all purposes necessary or incidental thereto. The Landlord
shall take such steps as it deems necessary to minimize disruption to the activities of the
Tenant during the renovation or reconstruction. If,in the Tenant's reasonable judgment,the
Landlord's renovations or reconstruction would materially interfere with or disrupt the
normal conduct of any business operations in the Premises,the Landlord shall perform such
repairs only after the regular hours of operation of Tenant.
S. GENERAL PROVISIONS
Notices
5.1. The Landlord's representative for administration of this Agreement and all decisions related
thereto is set forth herein. All notice given or required to be given under this Agreement
shall be in writing, signed by the party giving notice and personally delivered or transmitted
by facsimile transmission or by electronic transmission:
to the Landlord at:
Municipality of Kincardine
ATTN: Director of Community Services(or designate)
1475 Concession 5, RR#5
Kincardine,ON N2Z 2X6
(519)396-3468
and to the Tenant at:
Kincardine Scottish Festival & Highland Games
310 Durham Market North
Kincardine,ON N2Z 1Y9
(519)396-9300
Any notice or document so given shall be deemed to have been received on the date of
personal delivery or electronic transmission or on the next business day if transmitted by
facsimile transmission.Any party may from time to time by notice given as provided above
change its address for the purposes of this clause.
Assignment or Subletting
5.2. The Tenant shall not be entitled to assign or sublet the whole or any part of the Premises to
another party without the prior written consent of the Landlord and without the assignee
and/or subletter agreeing in writing to be bound by the terms of this Agreement. The Tenant
hereby waives and renounces the benefit of any present or future act of the Legislature of
Ontario which would allow the Tenant to assign or sublet this Lease without the written
consent of the Landlord.
No waiver of default
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5.3. No condoning or delay by the Landlord in respect of any default, breach or non-observance
by the Tenant of any covenant in this Agreement operates as a waiver of the Landlord's rights
under this Agreement.
Entire agreement
5.4. There are no covenants, representations, warranties, agreements or conditions, express or
implied,collateral or otherwise,forming part of or in any way affecting this Agreement.
Registration
5.5. The Tenant shall not register this Agreement.
Severability
5.6. If any clause or parts thereof in this Agreement are determined to be unenforceable, they
shall be considered separate and severable from the Agreement and the remaining
provisions of the Agreement shall remain in full force and effect.
Successors
5.7. This Agreement shall be binding upon and enure to the benefit of the parties hereto and
their heirs,successors and permitted assigns(as limited by the provisions of this Agreement).
Attornment
5.8. This Agreement is governed by the laws in force in the Province of Ontario and Dominion of
Canada, as applicable, and the parties hereto attorn to the jurisdiction of the court of
Ontario.
Headings
5.9. Headings are inserted for the convenience of the parties only and are not to be considered
when interpreting this Agreement.
Statutory Powers
5.10. It is acknowledged that nothing in this Lease derogates from, interferes with, or fetters the
exercise by the Landlord of all of its rights and obligations as a municipality (whether
discretionary or mandatory), or imposes any obligations on the Landlord in its role as a
municipality,and the Landlord shall not be prevented from or prejudiced in carrying out its
statutory rights and responsibilities,including its planning rights and responsibilities.Nothing
in this Lease derogates from,interferes with,or fetters the exercise by the Landlord'officers,
employees,agents, representatives or elected and appointed officials of all of their rights,or
imposes any obligations on the Landlord's officers, employees, agents, representatives or
elected and appointed officials, other than as expressly set out in this Lease.
Counterpart
5.11. This Agreement may be executed in counterparts,no one copy of which need to be executed
by both the Tenant and the Landlord. A valid and binding contract shall arise if and when
counterpart execution pages are executed and delivered by both the Tenant and the
Landlord.
13Ia . ge
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IN WITNESS WHEREOF the parties hereto have executed this indenture by their personal
hands or by the hands of their proper signing officers duly authorized in that regard as at the
date first set above.
THE CORPORATION OF THE
MUNICIPALITY OF KINCARDINE
KIAAAA.tiL
Kenneth Craig, Mayor
illene Bellchamber-Glazier,CAO
We have authority to bind the
Corporation.
KINCARDINE SCOTTISH
FESTIVAL&HIGHLAND
GAMES
Tony Doherty, President
I have authority to bind the Organization.
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