Loading...
HomeMy WebLinkAbout04 130 agreement torenvliet e e e e- THE CORPORATION OF THE MUNICIPALITY OF KINC INE BY-LAW NO. 2004 - 130 BEING A BYLAW TO AUTHORIZE THE SIGNING OF AN AG EEMENT WITH DR. SHERYL TORENVllET AND NICK TORENVLlET FOR HE RENTAL OF COMMERCIAL OFFICE SPACE AT THE KINCARDINE OMMUNITY MEDICAL CLINIC AND AN INCENTIVE PACKAGE WHICH I ClUDES RENT SUBSIDY AND A lOAN AGREEMENT WHEREAS The Municipal Act, 2001, 5.0. 2001, c 25, Se ion 130, allows municipalities to regulate matters not specifically provided for y this Act or any other Act for purposes related to the health, safety and ell-being of the inhabitants of the municipality; AND WHEREAS pursuant to the said Municipal Act, Sectio 107 allows that municipalities may make grants, on such terms as to security and otherwise as the council considers appropriate to any person, group or body within or outside the boundaries of the municipality for any purpose that council nsiders to be in the interest of the municipality; AND WHEREAS pursuant to the said Municipal Act, Secti ns 8 and 9 (1) provides municipalities with powers of a natural person to enab e them to govern their affairs as they consider appropriate and to enhance their ability to respond to municipal issues; AND WHEREAS the Municipality of Kincardine requires PhysïfianS to meet the needs of its residents; ~ AND WHEREAS the Council for The Corporation of th Municipality of Kincardine has actively recruited physicians through its Phys cian Recruitment and Retention Committee; I AND WHEREAS the Physician Recruitment and Retentio~ Committee has successfully recruited a physician to work within our community! AND WHEREAS the Council for The Corporation of th Municipality of Kincardine deems it advisable to enter into an agreemen with Dr. Sheryl Torenvliet and Nick Torenvliet to include an incentive package 0 assist in setting up a medical practice and relocating to the Municipality of Kin rdine; . . ./2 Page 2 By-law No. 2004 - 130 Torenvliet Recruitment Agreement By-law e NOW THEREFORE the Council for The Corporation of th¢ Municipality of Kincardine ENACTS as follows: 1. That the Municipality of Kincardine enter into an inþentive package agreement with Dr. Sheryl Torenvliet and Nick Torenvlie~ attached to this by-law as Schedule "A", which includes a lease agreeme~t for the rental of commercial office space at the Kincardine Community ~edical Clinic, 44 Queen Street, Municipality of Kincardine in consid$ration of. rents, covenants and obligations, rent subsidy and a loan agreement; 2. That the Mayor and CAO be authorized to sign, oh behalf of The , Corporation of the Municipality of Kincardine any docunients required for execution of this agreement; 3. That the Mayor and Treasurer be authorized to entet into a demand installment loan, in the amount of $150,000.00 with the qanadian Imperial Bank of Commerce , for the purpose of this agreement, and to sign on behalf of The Corporation of the Municipality of Kincardinþ any documents required to execute this loan. e 4. That this By-law shall come into full force and effeþt upon its final passage. 5. That this By-law may be cited as the "Torenvliet Recruitment Agreement, ~~. I READ a FIRST, SECOND, and THIRD time and FINALLY PA,SED this 4th day of August, 2004. e ft, . ,f(. ~ Mayor ". .-._.~- i ..' )! ,- _,' ".-.- I ~~:~-~~ ~- "=I. L", \.LA Clerk! - , I e - J" Schedule A to By-law #2004- I~ 0 THIS AGREEMENT made as ofth~ay of August, 2004. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter referred to as "Kincardine") OF THE FIRST PART - and- DR. SHERYL TORENVLIET (hereinafter referred to as "Dr. T orenv liet") OF THE SECOND PART - and - NICK TORENVLIET OF THE THIRD PART WHEREAS Kincardine wishes to aid in the recruitment of doctors to practice medicine in Kincardine; AND WHEREAS Dr. Torenvliet is a qualified physician in good standing and wishes to locate her medical practice in Kincardine; NOW THEREFORE in consideration of the sum of Two ($2.00) Dollars and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the parties hereby agrees as follows: Medical Office SDace 1. Kincardine shall provide office space and examining room to Dr. Torenvliet in the Kincardine Medical Clinic, adjacent to the South Bruce Grey Health Centre, Kincardine Campus, subject to entering into and on the terms and conditions set out in a lease between the two parties, a copy of which is attached as Schedule "A" to this agreement. 2. Office and examining room space will continue to be made available by Kincardine following a maternity leave. Incentive Packal!:e 3. Kincardine shall provide to Dr. Torenvliet an incentive package in the total amount of $55,000.00 consisting of: A. Rent Subsidy: a) A rent subsidy of $284.00 per month for a period of 2 years (24 months) so that Dr. Torenvliet's rental costs during the subsidized period will be $614.00 per month. The total value of this portion of the subsidy shall not exceed $6,816.00. - I I - I ¡., - 2- B. Interest Free Loan Arrangement: a) Kincardine shall provide to Dr. Torenvliet an interest free demand installment loan in the principle amount of $150,000.00 on the terms and conditions set out in Schedule "B" to this agreement (the "Loan"). i j b) Kincardine will enter into a variable interest rate demand installment loan with the Canadian Imperial Bank of Commerce ("CIBC") in the principal amount of $150,000. Dr. Torenvliet agrees that she shall be responsible to Kincardine for all interest payments and other charges incurred by Kincardine in respect of the loan from CIBC, subject to the municipal subsidy in a maximum amount of $48,184. In the event that the total cumulative interest and charges incurred by Kincardine exceeds that maximum amount, the Loan shall become due and payable at that time. General 4. Dr. Torenvliet hereby agrees to repay the Loan to Kincardine in accordance with the terms and conditions set out in this agreement. 5. Nick Torenvliet agrees that he shall be jointly and severally responsible for the obligations of Dr. Torenvliet assumed hereunder and hereby guarantees payment to Kincardine of the amounts owing herein. He further agrees Kincardine may deal with the obligations of Dr. Torenvliet as it may see fit without prejudice to or in any way limiting or lessening his liability under this agreement. This guarantee shall apply to and secure any ultimate balance due to Kincardine and Kincardine shall not be bound to exhaust its recourse against Dr. Torenvliet before being entitled to payment from him of the amount hereby guaranteed. 6. Dr. Torenvliet shall reimburse Kincardine for an reasonable fees (including legal fees) and out-of-pocket expenses incurred enforcing its rights under this Agreement and this amount may be deducted from any incentive amount otherwise payable by Kincardine. 7. Dr. Torenvliet and Nick Torenvliet warrant and represent that they have read this agreement in its entirety, including all schedules hereto which form a part thereof, that they understand the terms and conditions set out herein and that they either have obtained, or have had the opportunity to obtain but have waived that right, independent legal advice with respect to this agreement before signing it and are fully satisfied with the terms and conditions set out herein. 8. This agreement may not be assigned by any party without the prior written consent of the other parties, which consent may be withheld in those parties' sole discretion. 9. This Agreement shall be binding upon and enure to the benefit of the parties hereto, their successors, trustees, executors, administrators and permitted assigns and shall be governed in accordance with the laws of Ontario. ,_,I I I - :? j. -3- IN WITNESS WHEREOF the parties have executed this agreement. THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE ß1g. . ¡(. ~ Glenn Sutton, Máyor :=;-\r.-L ~ 5? ~~A John deRosenroll, C.A.O. We have authority to bind the Corporation. _~ ~ "I flM.~ Witness: ( 5.~ SHERYL TORE ~<1~ Witness: ., ¡ I - I ~ Schedule' A' to Agreement KINCARDINE COMMUNITY MEDICAL CENTRE TillS LEASE made as of the _ day of ,2004 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter called the "Landlord") - and- DR. SHERYL TORENVLffiT (hereinafter called the ''Tenant'') WHEREAS the Landlord has constructed the Kincardine Community Medical Centre (the "KCMC") for the purposes of attracting qualified medical practitioners to its community and to provide such practitioners with a modem facility from which to operate their medical practices; AND WHEREAS the Tenant is a qualified physician in good standing and wishes to locate his or her medical practice in Kincardine. NOW THEREFORE for Two Dollars ($2.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Landlord and the Tenant agree as follows: TERMS OF LEASE Premises 1.1 In consideration of the rents, covenants and agreements of the Tenant to be paid, observed and performed, the Landlord hereby leases to the Tenant that portion of the KCMC known as Unit B, (as shown on Schedule A attached) 44 Queen Street, Kincardine (the "Premises"), together with a right in common with other tenants to utilize the walkways, stairs, corridors, lobbies, washrooms and other common areas forming part of the KCMC (the "Common Areas") for purposes associated with and ancillary to the Tenant's occupancy of the Premises, all as outlined on Schedule "A" attached hereto and forming part of this Agreement. Nature of Right 1.2 The Tenant is hereby granted the exclusive use and enjoyment of the Premises for the term herein. In addition, the Tenant is hereby granted the use and enjoyment of the Common Areas for the term herein in conjunction with such other persons as the Landlord may now or hereinafter determine in its sole discretion may enjoy the right to use the Common Areas, all subject to reasonable limits as established by the Landlord. Term 1.3 The Tenant is entitled hereby to have and to hold the Premises for and during the term of eight (8) years to be computed from and inclusive of the 1st day of September, 2004, and to be completed and ended on the 31sf! day of August, 2012. Overholding Tenant 1.4 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 i ,I 1.5 I e e 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 upon giving the Landlord not less than three (3) months' prior notice thereof. The renewal shall be on the same terms and conditions set out herein save and except with respect to the annual rent, which shall be set at an amount to be mutually agreed upon by the Landlord and Tenant. Ri~ht of Termination 1.6 Either party herein shall have the right to terminate this Agreement upon giving the other party not less than 30 days' notice in writing. In the event of maternity/patemity leave, the tenant may upon 30 days' written notice have the right to take a tenancy absence for up to a twelve-month period. Upon the tenant wishing to resume hislher tenancy with the Landlord they must provide 30 days' notice in writing of such intent. Rent 1.7 For the ftrst two (2) years of the lease term, the Tenant shall pay unto the Landlord the sum of six hundred and fourteen dollars ($614.00) for each month during the term of this Agreement. For the remaining six (6) years of the lease term, the Tenant shall pay unto the Landlord the sum of eight hundred and ninety-eight dollars ($898.00) for each month during the term of this Agreement. The rent shall be GST exempt. Please note that in the event that utility costs exceed a 4% increase on a yearly basis, the difference will be recoverable from the tenants. In all cases, the rental payments shall be made on or in advance of the first day of the respective month. If the term of this lease is extended or the Tenant remains in occupancy of the Premises in accordance with section 1.4 of this Agreement, the parties shall negotiate a monthly rent. The rental payment shall cover the use of the premises and common areas together with the blinds, telephone equipment, computer hardware and software, and furniture and medical equipment (collectively known as the "chattels") owned by the Landlord. The Tenant has the right to stop/start the rent term subject to taking a maternity leave as provided in Section 1.6. 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. Use of Premises and Soecial Uses with Landlord Permission 2.2 The Premises shall be used only for the purposes of the tenant conducting their practice of medicine and shall not be utilized for any other purpose or purposes without the express consent of the Landlord in writing. The Landlord shall own all chattels located in the KCMC premises except for those chattels which the Tenant advises the Landlord in writing are owned by her and that she will be removing upon the termination of the lease. The tenant agrees to not remove any of the KCMC chattels in order to facilitate a medical turnkey environment for all physicians, now and in the future. 2.3 Subsequent to the first day of this lease, all replacements, upgrades, maintenance and repairs of chattels owned by the Landlord as of the first day of this lease together with the supply of additional chattels shall be funded by the Tenants through the "physician group" and owned by the Landlord. As such, the physician group will provide funding to the Landlord in a manner to be determined by the Municipal Treasurer. The Tenant agrees that the Landlord has no obligation to replace, upgrade, maintain and repair or purchase chattels except as funded by the physican group. ,I I e , l Expenses of Tenant's Activities 2.4 To pay all, rates, charges and licences whatsoever now or hereafter charged or levied in respect of any personal property, fixtures, business or other activity of the Tenant carried out upon or in connection with the Premises. Landlord's Access 2.5 To permit the Landlord and its agents at all reasonable times to enter the Premises for the purpose of showing the Premises or to inspect the condition thereof. Retum 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. Insurance and Indemnitv 2.8 The Tenant shall throughout the term of this Agreement provide and keep in force general liability insurance in an amount, not less than one million ($1,000,000.00) dollars in a form and content that is satisfactory to the Landlord and shall provide the Landlord with proof thereof. Further, the Tenant shall name the Landlord as an additional insured in respect of damages occasioned to the Premises or loss or expenses incurred by the Landlord, arising by virtue of the Tenant's use of the Premises or arising by virtue of the Tenant's obligations pursuant to this Agreement. 2.9 The Tenant hereby agrees to indemnify and hold harmless the Landlord against any and all liability, claims, actions, damages or expenses (including legal expenses) and without limiting the generality of the foregoing, all claims for personal injury, death and/or property damage caused by any act or omission of the Tenant, those for whom it is responsible at law or its contractors, subcontractors or invitees arising from the use by the Tenant of the Premises or from the exercise by the Tenant of any rights granted pursuant to this Agreement. Waste 2.10 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 2.11 The Tenant hereby agrees that the Landlord may re-enter the Premises upon non-payment of rent or non-peñormance of covenants, subject to the provisions of this Agreement. Liens 2.12 The Tenant hereby indemnifies the Landlord against all liability, claim, damages or expenses (including legal expenses) arising from any claim made for liens respecting work done by or on behalf of the Tenant relating to the Premises and the Tenant shall cause all registration of claims for liens and/or certificates of action under the Construction Lien Act to be discharged or vacated as the case may be within fifteen (15) days after receipt of notice thereof from the Landlord. l , Insolvency or Abandonment _I 2.13 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 for a 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 2.14 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. 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: Ouiet enioyment 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 insure the Premises against such perils and in such amount is necessary, in the opinion of the Landlord, to protect the Landlord's interests in the Premises. Dama!!e or destruction 3.3 If the Premises are damaged by fire or other casualty, the rent shall abate until the Premises are repaired to the Landlord's satisfaction; provided, however, that the Landlord may determine in its sole discretion not to repair the Premises and may terminate this Agreement on written notice given within 45 days after the occurrence of such damage. Electrical Facilities 3.4 The Landlord shall be responsible for the cost of supplying the Premises with electric power. SuWly of Water/Sewer Services e 3.5 The Landlord shall be responsible for the cost of water and sewer charges supplied to the Premises. , '4ft , , e Supply of HeatilllÚ Air Conditioning 3.6 The Landlord shall at its sole expense supply adequate heat and air conditioning to the Premises. Elevator 3.7 The Landlord shall install and maintain an elevator in the KCMC. Tele\>hone Svstem 3.8 The Tenant shall be responsible for all telephone operating charges. REPAIR AND MAINTENANCE OBLIGATIONS Reuair. Maintenance and Re.placement of Capital Items 4.1 The Tenant shall at all times and at its own cost and expense maintain and repair the interior of the Premises and the Common Areas to standards acceptable to the Landlord, including; - all minor building repairs less than $100.00 in nature (Labour based costing) - cleaning the floors, walls and windows, . replacement of light bulbs, - repainting the walls should this be required by the Tenant, upon obtaining the Landlord's approval therefor, and - placing refuse and litter in containers for disposal in accordance with the Landlord's standards. The Tenant agrees that the Tenant shall be responsible for a proportionate share, together with the other tenants of the KCMC, of the costs of janitorial services, cleaning and other supplies incurred in order to clean and maintain the Premises and the Common Areas within the KCMC. 4.2 The Landlord shall at all times and at its own cost and expense maintain, repair and replace the following capital aspects of the Premises to standards acceptable to the Landlord, including; - all major building repairs greater than $100.00 in nature (Labour based costing) - repairing and replacing the roof, - repairing and maintaining the exterior facade of the building, - replacing its plumbing, heating, water and ventilation systems and major repairs thereto, - replacement of broken windows. Groundskeeuim¡ 4.3 The Landlord shall maintain and repair the grounds forming part of the KCMC to standards acceptable to the Landlord, including; - 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 - picking up leaves, waste and other debris and disposing of them in accordance with the Landlord's procedures for such debris. Snow Removal 4.4 In the event that the South Bruce Grey Health Centre agrees to conduct the snow removal, the Municipality agrees to the change. In the event that the South Bruce Grey Health Centre does not conduct snow removal for the building sidewalks, then the tenant shall be responsible for a proportionate share, together with the other tenants. , , , , . ~ Tenant's Obligation to Advise Landlord 4.5 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. Waiver of Responsibility for Loss 4.6 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. Notice of ReDairs and Maintenance Reauired of the Tenant 4.7 Where inspection reveals that repairs or maintenance are required to be performed by the Tenant, the Landlord shall give notice in writing and the Tenant will, within fifteen (15) days thereof, commence making and diligently complete such repairs or maintenance, failing which the Landlord may enter and perform the repairs or maintenance at the Tenant's expense. In this regard, the Landlord shall take such measures as are reasonable in its opinion to minimize disruption to the Tenant's activities, but shall not be responsible forloss or harm occasioned thereby. Access for Re,pairs. Maintenance and Re,placement Required of the Landlord 4.8 Where maintenance or replacement is required to be performed by the Landlord, the Landlord may enter at all reasonable times, without notice, to perform the repairs or maintenance. 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 forloss or harm occasioned thereby. PARKING AND ACCESS Parkin!! 5.1 Parking will be regulated by the South Bruce Grey Health Center. Access 5.2 In addition to the rights granted in this Agreement, the Tenant and its invitees shall have a right in the nature of a licence, together with other persons from time to time entitled thereto, to use the Common Areas and to use such driveways and laneways as may be required to access the KCMC and the Premises in conjunction with the permitted uses of the Premises by the Tenant. SIGNS AND IMPROVEMENTS Sil!ns. Fla!!s and Fixtures 6.1 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 shall be permitted to erect a sign notifying the public of the Tenant's presence at the KCMC, in accordance with any applicable laws or municipal by- laws and with the prior written approval of the Landlord. Alterations by the Tenant 6.2 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 , I 6.3 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 ReDair 6.4 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 , 6.5 Should the Landlord determine in its sole discretion to renovate or reconstruct the KCMC, the Common Areas or the Premises, the Tenant agrees to provide the Landlord and its agents with access to the Premises for 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. The Landlord shall not be responsible for claims for loss or damages arising from such renovation or reconstruction. GENERAL PROVISIONS Priority of Head Lease 7.1. The Tenant acknowledges that the Landlord leases the KCMC through a long-term lease from the South Bruce Grey Health Centre (the "Head Lease"). The Tenant further acknowledges that the Head Lease was approved by Municipality of Kincardine By-law No. 2003-18 and runs for a 100 year term, commencing in February, 2003. In the event that the Head Lease is terminated for any reason, the Tenant's rights under this Agreement shall also be terminated and in such an event the Tenant shall indenmify and hold the Landlord harmless in accordance with section 2.8 of this Agreement. The terms and conditions of the Head Lease shall have priority over the terms of this Lease. e Notices 7.2 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 to the Landlord at: Municipal Administration Centre, 1475 Concession 5, R.R. #5, Kincardine, Ontario, Attention: John deRosenro1\, CAO Fax No.: (519) 396-8288; and to the Tenant at Unit B, (as shown on Schedule A attached) , 44 Queen Street, Kincardine, Ontario; Fax No.: (519) 396-3199. Any notice or document so given shall be deemed to have been received on the date of personal delivery 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. e No waiver of default 7.3 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. ~I , - t \ Entire agreement 7.4 There are no covenants, representations, warranties, agreements or conditions, express or implied, collateral or otherwise, fonning part of or in any way affecting this Agreement. Re!!istration 7.5 The Tenant shall not register this Agreement or any notice thereof except with the Landlord's pennission and in a form which is acceptable to the solicitors for the Landlord. Severabilitv 7.6 If any clause or parts thereof in this Agreement are detennined 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 7.7 This Agreement shall be binding upon and enure to the benefit of the parties hereto and their heirs, successors and pennitted assigns (as limited by the provisions of this Agreement). 7.8 Upon completion of the first complete operating year (October 24, 2003 to October 23, 2004) both parties retain the right to review the KCMC operations. 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. THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE ~æh Glenn R. Sutton:Mayor - _)r)\ ^- ~Z.c0!) ^^.Ji John deRosenroll, CAO e.. ":~. f (,., Witness: d",VÞ---- Dr. Sheryl Torenvliet . e e a ,e I, ~clIedu1e 'A' Page 1 of7. I Lower J.>JanKCMC H<'R'..(''hni.. 'Ø-T'>p~ møpt.Y :Þp~ :1' Dr. 1IøJ:Oa JiIIpt:y ;¡ It . . - - Dr. Both Dr. Sllli.t1J. L }I. · - e - - l ;1.IP A Schedule 'A' Page20f2 Upper Plan KCMC c D B Dr. Taylor & Dr. wieb.. Dr. Dr_ Dr. ..-Jlieb.. or.. \.. ./ ./ expbaa Dr_ Dr. ..J1tDOX Dr. Guxb Dr_ ..JI:AOX expban Dr_ Dr. :KD.øX 'Ø¡ømsOn E 11 G R - e e - Schedule 'B' to Agreemeut Demand Installment Loan - Terms and Conditions Loan Amount: $150,000.00 Purpose: To assist Dr. Torenvliet in setting up a medical practice in the Municipality of Kincardine. Interest Rate: Nil Advance Date: September 1, 2004 Scheduled Payments: Unless Kincardine makes demand, Dr. Torenvliet shall repay the amount of the Loan to Kincardine as follows: a) Ninety-six (96) regular monthly payments of $1,000.00 each on the first day of each month, with the first monthly payment being due on October I, 2004. In the event that the first day of the month falls on a day that is not a business day, Dr. Torenvliet shall provide Kincardine with a cheque for $1,000.00 made out for that date on the immediately preceding business day; b) Together with the final regular monthly payment, an amount equal to the remaining balance of the principal of the Loan, which shall be $54,000.00 less any credit determined as set out below; c) If at the time of the ninety-sixth regular payment the interest and charges paid by Kincardine on the loan between Kincardine and cmc is less than $48,184.00, the difference between $48,184.00 and the amount actually paid by Kincardine shall be applied to reduce the outstanding principal balance of the loan between Dr. Torenvliet and Kincardine and the resulting amount shall become the principal balance to be paid at that time; and d) Dr. Torenvliet shall pay to Kincardine interest at the cmc Prime rate plus one percent per annum on any payments and other amounts that are not received when they are owing hereunder. Such interest shall continue to accrue on any overdue amounts from time to time until they are paid in full. Termination: The remaining balance outstanding under the Loan shall become immediately due and payable on the date that the soonest of the following occurs: a) eight years (% months) from date of advance, being September 1,2012; b) the date on which interest up to a maximum of $48,184 has been paid to the Canadian Imperial Bank of Commerce by Kincardine on the floating rate demand installment loan; -t - e e . r 1 1 I Security: Statement of Net Worth & Income and Expenses: '-- '-- c) the date on which Kincardine makes a written demand on the Loan by reason of Dr. Torenvliet's late payment of installments or other breach of a condition of this agreement; or d) if Dr. Torenvliet discontinues practicing medicine in Kincardine or moves her principal place of practice from Kincardine. Discontinuation of practice shall be deemed to exclude a maternity leave of one year or less. The following is required to be provided prior to the advance of the Loan: Life Insurance: cmc Business Loans Life Insurance on the life of Dr. Sheryl Torenvliet for the overall credit limit naming Kincardine as the beneficiary, which shall be in place for the entire 8 year (96 month) period. Disability Insurance: Certificate of Insurance for Dr. Sheryl Torenvliet to be provided prior to the advance date and on each anniversary date thereafter. A Statement of Net Worth and a Statement of Income and Expenses to be provided to Kincardine one week prior to theoadvance date.