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HomeMy WebLinkAbout03 153 lease 44 queen physician e e . e TIlE CORPORATION OF TIlE MUNICIPALITY OF KINC INE BY-LAW NO. 2003 -153 BEING A BYLAW TO AUTHORIZE THE SIGNING OF lEASE AGREEMENTS WITH INDIVIDUAL PHYSICIANS FOR RENTAL SPACE IN T E KINCARDINE COMMUNITY MEDICAL CLINIC AT 44 QUEEN ST EET, MUNICIPALITY OF KINCARDINE WHEREAS The Municipal Act, 2001, S.O. 2001, c. 25, Se ion 117, allows municipalities to acquire and develop land for the purpose of I asing the land to health care professionals; AND WHEREAS the Council for The Corporation of th Municipality of Kincardine deems it advisable to enter into a lease agreem nt with individual physicians as listed on the attached Schedule "A" for rental sp ce located in the Kincardine Community Medical Clinic, 44 Queen Street, Municipality of Kincardine; NOW THEREFORE the Council for The Corporation of th Municipality of Kincardine ENACTS as follows: 1. That The Corporation of the Municipality of Kincardine nter into a lease agreement with the individual physicians as listed n the attached Schedule "A" for the rental of commercial office space at the Kincardine Community Medical Clinic, 44 Queen Street, Municipali of Kincardine in consideration of rents, covenants and obligations; 2. That the Mayor and CAO be authorized to sign, n behalf of The Corporation of the Municipality of Kincardine, the Lase Agreement, attached hereto as Schedule "B", with the individual p ysicians as listed on the attached Schedule "A"; 3. That the Council for The Corporation of the Municip lity of Kincardine acknowledges that it will donate the use of an empty p ysician's unit for the operation of an "orphan clinic" until such time tha the community's need for physicians is resolved. 4. That this By-law shall come into full force and eff ct upon its final passage. . . ./2 e e . e Kincardine Physicians' Lease Agreement By-Ia By-law #2003 - 153 Page 2 of 3 5. That this By-law may be cited as the "Kincardine COfnmunity Medical Clinic Physicians' Lease Agreement, By-law" ¡ READ a FIRST, SECOND, and THIRD time and DEEMED TO þE PASSED this 15th day of October, 2003. . Cler~ I , u~ Kincardine Physicians' Lease Agreement By-law By-law #2003 - 153 Page 2 of 3 SCHEDULE 'A' Physicians Dr. Susan Boron Dr. Gary Gurbin Dr. William Knox Dr. Richard Mann Dr. Lisa Roth Dr. Don Smith Dr. Donna Taylor Dr. Arthur Wiebe . . , >t . KINCARD~ COMMUNITY MEDICAL CENTRE . THIS LEASE made as of the 15th day of October, 2003 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter called the "Landlord") -and- DR. SUSAN BORON (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 J , (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 anciIJary 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 tetm of five (5) years to be computed from and inclusive of the 24'" day of October, 2003, and to be completed and ended on the 31st'" day of October, 2008. 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. . . . . , 1 Renewal 1.5 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. RÍI!ht of Termination 1.6 Either party herein shall have the right to terminate this Agreement, without penalty, upon giving the other party not less than 30 days' notice in writing. Rent 1.7 For the first 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 three (3) 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 ftrst 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. COVENANTS OF THE TENANT The Tenant hereby agrees to fully and faithfulJy 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 Soccial 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 where a letter identifies those owned by an individual physician, An attached Schedule "B" shall list all chattels to be purchased and owned by the Landlord on or before the first day of this lease. An attached Schedule "C" shall list all equipment currently owned by the physicians and/or their management companies which is to be donated to the Landlord as of the first day of this 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. , . . . ei 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. 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 tetm hereof and affecting the condition, equipment, maintenance, use or occupation of the Premises. Insurance and Indemnity 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. Ri2ht of re-entry 2.1 I The Tenant hereby agrees that the Landlord may re-enter the Premises upon non-payment of rent or non-performance 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. . . . . Insolvencv or Abandonment 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 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 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. Sut):plv of Water/Sewer Services 3.5 The Landlord shall be responsible for the cost of water and sewer charges supplied to the Premises. '> . . . . Supplv of Heatimú 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. Telephone System 3.8 The Tenant shall be responsible for all telephone operating charges. REPAIR AND MAINTENANCE OBLIGATIONS Repair. Maintenance and Retllacement 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 - 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 - 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. GroundskeeDine 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 Obli~ation 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 Re&ponsibilitv 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 Renairs and Maintenance Required 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 wi1l, within fifteen (IS) 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 for loss or harm occasioned thereby. . Access for Rel'airs. Maintenance and Renlacement Required of the Landlord 4.8 Where maintenance or rep1acement 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 for loss or harm occasioned thereby. PARKING AND ACCESS Parking 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 SÏ!ms. Flags 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. Dealinl!: with Improvements on Termination . 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 Oblil!:ation to Repair 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 Rig:ht 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 tetm, 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 indemnify 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. . 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 deRosenroll, CAO Fax No.: (519) 396-8288; and to the Tenant at Unit J, (as shown on Schedule A attached) , 44 Queen Street, Kincardine, Ontario; Fax No.: (519) 396-8434. 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. . 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. __.--------001 . l' ! Entire agreement 7.4 There are no covenants, representations, warranties, agreements or conditions, express or implied, col1ateral or otherwise, forming part of or in any way affecting this Agreement. Registration 7.5 The Tenant shall not register this Agreement or any notice thereof except with the Landlord's permission and in a form which is acceptable to the solicitors for the Landlord. Severability 7.6 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 7.7 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). . 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 ßç/;:;.~~,..SJ - ./ Witness: :;;S,..;-C- ~..~rno^^4J ;Lv Dr. Susan Boron - Schedule' A' Page 1 of2 I Lower Plan KCMC . V,..ll'ø,..hniÞ ~ . . . - .. - Empty EIopty ..J e¡ Dr. Boron EIopty Dr. Roth Dr. Sllli.th J K L . Dr. Smith M . 'f I , Schedule 'A' Page2of2 A Upper PIaD KCMC c D . B Dr. Taylor " Dr. IfaDn Papty Dr. Wiebe Dr. J!alpty Dr. Taylo Dr. ty Dr. Taylo . \.. Orphan Dr. Dr. ltDox Dr. Dr. Tbmos .-JltDox .' Orphan Dr. . ltDox 'l'bomson E F G H . . KINCARDINE COMMUNITY MEDICAL CENTRE . THIS LEASE made as of the 15th day of October, 2003 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter called the "Landlord") - and- DR. GARY GURBIN (hereinafter called the "Tenant") WHEREAS the Landlord has constnJcted 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 E , (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 tetm of five (5) years to be computed from and inclusive of the 24th day of October, 2003, and to be completed and ended on the 31st'" day of October, 2008. Overholdinl!: 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 1.5 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. Ritzht of Termination 1.6 Either party herein shall have the right to terminate this Agreement, without penalty, upon giving the other party not less than 30 days' notice in writing. Rent 1.7 For the first 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 three (3) 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. 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 Special 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 where a letter identifies those owned by an individual physician. An attached Schedule "B" shall list all chattels to be purchased and owned by the Landlord on or before the first day of this lease. An attached Schedule "C" shall list all equipment currently owned by the physicians and/or their management companies which is to be donated to the Landlord as of the first day of this 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. . . . . Exnenses 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. Com,plv 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 tetm hereof and affecting the condition, equipment, maintenance, use or occupation of the Premises. Insurance and Indemnity 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-entIy 2. liThe Tenant hereby agrees that the Landlord may re-enter the Premises upon non-payment of rent or non-performance 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 (IS) days after receipt of notice thereof from the Landlord. . e¡ . . Insolvencv or Abandonment 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 (IS) 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 eniovment 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. Damage 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. SUDDly of Water/Sewer Services 3.5 The Landlord shall be responsible for the cost of water and sewer charges supplied to the Premises. .! · · · Suooly of Heatine:l Air Conditionin~ 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. TeleDhone Svstem 3.8 The Tenant shall be responsible for all telephone operating charges. REPAIR AND MAINTENANCE OBLIGATIONS Repair. Maintenance and Replacement of CaDital 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 - 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 - 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. Groundskeeping 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 Obli!!:ation 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 Required 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 (IS) 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 for loss or harm occasioned thereby. Access for ReDairs. Maintenance and ReDlacement 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 for loss 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 Signs. Flags 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 Imorovements on Termination 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 Repair 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 tetm, 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 indemnify 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. 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 deRosenroll, CAO Fax No.: (519) 396-8288; and to the Tenant at Unit E , (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. 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. - · · · · Entire al!l'CCment 7.4 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 7.5 The Tenant shall not register this Agreement or any notice thereof except with the Landlord's permission 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 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 7.7 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). 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 KIN ARDINE - .ßd;.~k~ Witness: ):L- À~ John deRosenroll, CAO ~~ ~ Dr. Gary Gurbin Schedule 'A' Pagelof2 I Lower Plan KCMC . McKechøi.e l"I1arIIac1' . . ~ - - . Empty Dr. Saith Empty ./ Slait . Dr. Boron &lpty Dr. Both Dr. Smith J K L M . · · " Schedule 'A' Page 2of2 A Upper Plan KCMC C B Dr. Taylor & Dr. Mann J!IIipty Dr. Wiebe D Dr. Dr. Dr. Taylo ty Dr. Dr. Taylo .....iebe "- "- .J Dr. Orpban Dr. Dr. Curb ltDox Dr. Dr. Curb 'J.'ho.s · Dr. Curb Orpban Dr. . ltDox Thomson E F G H -j ... KINCARDINE COMMUNITY MF.D1CAL CENTRE . THIS LEASE made as of the 15th day of October, 2003 . . . BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter called the "Landlord") -and- DR. WILLIAM KNOX (hereinafter called the ''Tenant'') WHEREAS the Landlord has constnJcted 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 modern 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 H , (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, coITidors, 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 Ri!!ht 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 five (5) years to be computed from and inclusive of the 241h day of October, 2003, and to be completed and ended on the 31st'" day of October, 2008. OverhoIdin!! 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 1.5 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. RilÙlt of Termination 1.6 Either party herein shall have the right to terminate this Agreement, without penalty, upon giving the other party not less than 30 days' notice in writing. Rent 1.7 For the first two (2) years of the lease term, thè Tenant shall pay unto the Landlord the sum of six hundred and fourteen dollars ($614.00) for each month during the te111l of this Agreement. For the remaining three (3) 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. 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: Pav rent 2.1 To pay rent in a timely manner in accordance with the provisions of this Agreement. Use of Premises and Special 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 where a letter identifies those owned by an individual physician. An attached Schedule "B" shall list all chattels to be purchased and owned by the Landlord on or before the first day of this lease. An attached Schedule "C" shall list all equipment currently owned by the physicians and/or their management companies which is to be donated to the Landlord as of the first day of this 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. . . . . 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. Return of Premises on termination 2.6 The Tenant shall, at the termination of the tetm 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. Comþlv 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 tetm hereof and affecting the condition, equipment, maintenance, use or occupation of the Premises. Insurance and Indemnity 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. Ri ght of re-entrY 2.11 The Tenant hereby agrees that the Landlord may re-enter the Premises upon non-payment of rent or non-performance of covenants, subject to the provisions of this Agreement. Liens 2.12 The Tenant hereby indemnifies the Landloni 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 (IS) days after receipt of notice thereof from the Landlord. . . . . Insolvencv or Abandonment 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 enjovment 3. I Provided the Tenant perfonns 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. Damae: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. Supply of Water/Sewer Services 3.5 The Landlord shall be responsible for the cost of water and sewer charges supplied to the Premises. .' .1 . . Suoolv of Heatin~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. Teleohone System 3.8 The Tenant shall be responsible for all telephone operating charges. REPAIR AND MAINTENANCE OBLIGATIONS Reoair. Maintenance and Replacement of Caoital 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 - 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 - 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. Groundskeepißl! 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 OblilZation 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 Resoonsibility 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 Repairs and Maintenance Required 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 wilJ, within fifteen (IS) 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 for loss or harm occasioned thereby. Access for Reoairs. Maintenance and Reolacement 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 for loss or harm occasioned thereby. PARKING AND ACCESS ParkinlZ 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 Sims. Flags 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 bv 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. . . . . Dealine: with Improvements on Termination 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 Repair 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 Rie:ht 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 Prioritv 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 indemnify 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. 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 deRosenroll, CAO Fax No.: (519) 396-8288; and to the Tenant at Unit H , (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. 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. · · · · Entire al!l'eement 7.4 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. Rel!Ìstration 7.5 The Tenant shall not register this Agreement or any notice thereof except with the Landlord's permission and in a form which is acceptable to the solicitors for the Landlord. Severability 7.6 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 7.7 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). 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 l .. Larry Kra A¡;-;ub~~~ iVitness: /Dr. f// Knox ·CMliI . . .' . Schedule 'A' Pagelof2 I Lower Plan KCMC Hdechnie l'b.amacyo Elllpty Dr. Boron liapty J K . . '\ .... - - Dr. SJaith Dr. Both Dr. SJaith L M Schedule 'A' Page2of2 A Upper Plan KCMC c D · B Dr. IIaDn EIopty Dr. Wiebe Dr. ty Dr. Dr. ß1ebe · · Orphan Dr. . Knox Thomson E F G H Orphan Dr. Dr. Knox e¡ i I ., KINCARDINE COMMUNITY MEDICAL CENTRE . THIS LEASE made as of the 15th day of October, 2003 BETWEEN: . . . THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter called the "Landlord") - and- DR. LISA ROTH (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 L , (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 Ril!:ht 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. Imn 1.3 The Tenant is entitled hereby to have and to hold the Premises for and during the term of five (5) years to be computed from and inclusive of the 24'" day of October, 2003, and to be completed and ended on the 31st'" day of October, 2008.n Overholdinl!: 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 1.5 In the event that the Tenant is not in breach of this Agreement, the Tenant shall have the right to renew the term hereoffor 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. Ri2ht of Termination 1.6 Either party herein shall have the right to terminate this Agreement, without penalty, upon giving the other party not less than 30 days' notice in writing. Rent 1.7 For the first 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 three (3) 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. 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 $pecial 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 where a letter identifies those owned by an individual physician. An attached Schedule ''B'' shall list all chattels to be purchased and owned by the Landlord on or before the first day of this lease. An attached Schedule "C" shall list all equipment currently owned by the physicians and/or their management companies which is to be donated to the Landlord as of the first day of this 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 fll'St 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. EXDenses 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. 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. Complv 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 tetm 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 ofthe Tenant's use of the Premises or arising by virtue of the Tenant's obligations pursuant to this AgreemenL 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. Ri!!ht of re-entry 2. I I The Tenant hereby agrees that the Landlord may re-enter the Premises upon non-payment of rent or non-performance 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 (IS) days after receipt of notice thereof from the Landlord. , . . . . Insolvency or Abandonment 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 peñorm 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 peñorm 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 fulJ 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 faithfulJy comply with all of the covenants of the Landlord which are set out below: Ouiet eniovment 3. I 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. Damage 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 gi ven 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. Supplv of Water/Sewer Services 3.5 The Landlord shall be responsible for the cost of water and sewer charges supplied to the Premises. .1 . . . Supply of HeatimúAir 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. Telephone Svstem 3.8 The Tenant shall be responsible for all telephone operating charges. REPAIR AND MAINTENANCE OBLIGATIONS Repair. Maintenance and R~lacement 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 - 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 - 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. Groundskee.pinl! 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 Repairs 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 (IS) 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 for loss or harm occasioned thereby. Access for Repairs. Maintenance and Replacement Reauired 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 for loss or harm occasioned thereby. PARKING AND ACCESS Parking 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 Si~s. Flal!.s and Fixtures 6. I 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 bv 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. DeaIinl! with Imorovements on Termination . 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 Repair 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 Prioritv 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 indemnify and hold the Landlord hannless 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. 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 deRosenroll, CAO Fax No.: (519) 396-8288; and to the Tenant at Unit L, (as shown on Schedule A attached) , 44 Queen Street, Kincardine, Ontario; Fax No.: (519) 396-8434. 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. . 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. . ., . . J Entire al!1'eement 7.4 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 7.5 The Tenant shall not register this Agreement or any notice thereof except with the Landlord's permission 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 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 7.7 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). 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 Larry , Mayor J~~ .4Lr~ Witness: ~óL >'~<Y'~ ~Rosenroll, CAO Dr. LisaRo~ , Schedule 'A' Page 10f2 I Lower Plan KCMC · 'tJ<-jr....bn;.. l'banIac1' . . · .. .. - Elllpty Dr. Smich Dr. Empty Dr. ..J · Dr. Boron Empty Dr. Koch Dr. Slllit:h J K L . M · · A Schedule 'A' Page2of2 Upper Plan KCMC c D B Dr. llano l!apty Dr. Taylor & Dr. Wiebe Dr. Dr. ty Dr. ./ Dr. orphan Dr. Gurb KDox Dr. Dr. Gurb · Dr. Gurb orphan Dr. . Knox Tho.son E F G H el #0 , KINCARDINE COMMUNITY MEDICAL CENTRE . TillS LEASE made as of the 15th day of October, 2003 . . . BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter called the "Landlord") - and- DR. G. RICHARD MANN (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 A , (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 anci1lary to the Tenant's occupancy of the Premises, all as outlined on Schedule "A" attached hereto and forming part of this Agreement. Nature of Ri~t 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 five (5) years to be computed from and inclusive of the 24'" day of October, 2003, and to be completed and ended on the 31st'" day of October, 2008. 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 1.5 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. Rie:ht of Termination 1.6 Either party herein shall have the right to terminate this Agreement, without penalty, upon giving the other party not less than 30 days' notice in writing. Rent 1.7 For the first 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 three (3) 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. 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. I To pay rent in a timely manner in accordance with the provisions of this Agreement. Use of Premises and Special 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 where a letter identifies those owned by an individual physician. An attached Schedule "B" shall list all chattels to be purchased and owned by the Landlord on or before the first day of this lease. An attached Schedule "C" shall list all equipment currently owned by the physicians and/or their management companies which is to be donated to the Landlord as of the first day of this 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. · · · .1 , 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. 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. ComDlv 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 tetm hereof and affecting the condition, equipment, maintenance, use or occupation of the Premises. Insurance and Indemnity 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 fonn 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. Ri!zht of re-entrY 2.11 The Tenant hereby agrees that the Landlord may re-enter the Premises upon non-payment of rent or non-performance 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. . . , . . Insolvencv or Abandonment 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. I 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. Damage 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. SUDlIlv of Water/Sewer Services 3.5 The Landlord shall be responsible for the cost of water and sewer charges supplied to the Premises. . .' . . , . SUDDlv of HeatintP 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. TeleDhone Svstem 3.8 The Tenant shall be responsible for all telephone operating charges. REPAIR AND MAINTENANCE OBLIGATIONS Repair. Maintenance and ReDlacement 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 - 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 - 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. Oroundskeeping 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 Obli!!ation 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 Responsibilitv 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 Repairs and Maintenance Required 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 (IS) 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 for loss or harm occasioned thereby. Access for Repairs. Maintenance and Replacement 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 opìnion to minimize disruption to the Tenant's activities, but shall not be responsible for loss or harm occasioned thereby. PARKING AND ACCESS Parking 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 Si~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 ImDrovements on Termination 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 Oblie:ation to Reoair 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- I 8 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 indemnify 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. 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 deRosenroll, CAO Fax No.: (519) 396-8288; and to the Tenant at Unit A , (as shown on Schedule A attached) , 44 Queen Street, Kincardine, Ontario; Fax No.: (519) 396-6177. 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. 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. . . . . . Entire a!!:reement 7.4 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. Rel!Ístration 7.5 The Tenant shall not register this Agreement or any notice thereof except with the Landlord's permission and in a form which is acceptable to the solicitors for the Landlord. Severability 7.6 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 7.7 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). 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 ~j~~N ) ~ Witness: ~\..~L à 2",'1 0 W'o,ltJ John deRosenroll, CAO f; Dr. G. Richard Mann . . . . , Schedule 'A' Pagelof2 I Lower Plan KCMC Hdecbnie PbarIaac1' Empty Empty ..J Dr. Boron Empty J K . . - - Dr. Roth Dr. Sudth L M Schedule 'A' Page2of2 A Upper Plan KCMC c D . B Dr. Taylor & Dr. Hann J!IIIpty Dr. Wiebe Dr. Dr. Wiebe Dr. ty ./ Orpban Dr. Koox Dr. Orpban Dr. Gurb ./ TbmIs . Orpban Dr. . Koox t1wIason E F G H . . ! . ./ \.. "\ 2. KINCARDINE COMMUNITY MEDICAL CENTRE · TIllS LEASE made as of the 15th day of October, 2003 BETWEEN: .¡ · · THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter called the "Landlord") - and- DR. DONALD SMITH (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 modern 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 I.l 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 M , (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 teIm of five (5) years to be computed from and inclusive of the 24th day of October, 2003, and to be completed and ended on the 31st'" day of October, 2008. 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 1.5 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. Ri2htofTermination 1.6 Either party herein shall have the right to terminate this Agreement, without penalty, upon giving the other party not less than 30 days' notice in writing. Rent 1.7 For the first two (2) years of the lease tetm, 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 three (3) 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. COVENANTS OF TIlE TENANT The Tenant hereby agrees to fully and faithfully comply with all of the covenants of the Tenant as set out below: Pav rent 2. I 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 where a letter identifies those owned by an individual physician. An attached Schedule "B" shall list all chattels to be purchased and owned by the Landlord on or before the first day of this lease. An attached Schedule "C" shall list all equipment currently owned by the physicians and/or their management companies which is to be donated to the Landlord as of the first day of this 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. e: . . . _" i Exocnses 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 canied 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. 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. ComDlv 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 Indemnity 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. Ri~ht of re-entrY 2.1 I The Tenant hereby agrees that the Landlord may re-enter the Premises upon non-payment of rent or non-performance 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 (IS) days after receipt of notice thereof from the Landlord. , · · · . Insolvencv or Abandonment 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 canceUed 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 (IS) 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 fuUy and faithfuUy comply with all of the covenants of the Landlord which are set out below: Ouiet eniovment 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. SUDDly of Water/Sewer Services 3.5 The Landlord shall be responsible for the cost of water and sewer charges supplied to the Premises. . · · · SUDDly of Heating¡ 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. Telephone System 3.8 The Tenant shall be responsible for all telephone operating charges. REPAIR AND MAINTENANCE OBLIGATIONS Reoair. Maintenance and Replacement 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 - 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 - 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. Groundskee'pine: 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 Obli!!:ation to Advise Landlord 4.5 The Tenant shan 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 Resoonsibilitv 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 Reoairs and Maintenance Required 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 win, within fifteen (IS) 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 for loss or harm occasioned thereby. Access for Reoairs. Maintenance and Reolacement Reouired 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 for loss or harm occasioned thereby. PARKING AND ACCESS Parkin!!: 5.1 Parking win 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 Si!!11s. 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 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 Oblig:ation to Repair 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 Ril!:ht 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 Prioritv 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- I 8 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 indemnify 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. 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 deRosenroll, CAO Fax No.: (519) 396-8288; and to the Tenant at Unit M, (as shown on Schedule A attached) , 44 Queen Street, Kincardine, Ontario; Fax No.: (519) 396-8434. 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. 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. · · · . Entire al!reCment 7.4 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 7.s The Tenant shall not register this Agreement or any notice thereof except with the Landlord's permission and in a form which is acceptable to the solicitors for the Landlord. Severability 7.6 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 7.7 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). 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 Si:,~\~ " . . Schedule 'A' Page 1 of2 I Lower Plan KCMC lfdechoie Pbar.ac1' . . ... .. - . Empty Dr. Smith Eøq>ty Dr. ..J Smith . Dr. Boron Eapty Dr. Both Dr. s.dth . J K L M . . .. A Schedule 'A' Page 2 of2 Upper PIau KCMC c D Dr. Tay r & Dr. Wiebe Dr. ßiebe '\ B Dr. Mann Ellpty Dr. Taylo ty Dr. Taylo .J Orphan Dr. Dr. 1'I1cms IDox Dr. Dr. .J Knox . Orphan Dr. . IDox Thomson E F G H . Dr. Dr. \.. . . . ;..... , KINCARDINE COMMUNITY MEDICAL CENTRE . TillS LEASE made as of the 15th day of October, 2003 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter called the "Landlord") - and- DR. DONNA TAYLOR (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 C , (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, cOlridors, 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 five (5) years to be computed from and inclusive of the 24th day of October, 2003, and to be completed and ended on the 3 Istrd day of October, 2008. Overholdinl!: 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. . . . . j ~, , Renewal 1.5 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. Right of Termination 1.6 Either party herein shall have the right to terminate this Agreement, without penalty, upon giving the other party not less than 30 days' notice in writing. Rent 1.7 For the first 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 three (3) 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. 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 Special 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 where a letter identifies those owned by an individual physician. An attached Schedule "B" shall list all chattels to be purchased and owned by the Landlord on or before the first day of this lease. An attached Schedule "C" shall list all equipment currently owned by the physicians and/or their management companies which is to be donated to the Landlord as of the first day of this 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. . . . . , Exnenses 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. 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. Com{'lv 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 tetm 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. I I The Tenant hereby agrees that the Landlord may re-enter the Premises upon non-payment of rent or non-performance of covenants, subject to the provisions of this Agreement. Liens 2. I 2 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. . . . , . , Insolvencv or Abandonment . 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 (IS) 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. Supnlv of Water/Sewer Services 3.5 The Landlord shall be responsible for the cost of water and sewer charges supplied to the Premises. , . . . . Suoolv of Heatimú Air Conditionine: 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. Teleohone System 3.8 The Tenant shall be responsible for all telephone operating charges. REPAIR AND MAINTENANCE OBLIGATIONS Repair. Maintenance and Reolacement 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 - 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 - 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. Groundskeeoing 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 Obli!!:ation 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 Resoonsibility 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 Repairs and Maintenance Required 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 (IS) 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 for loss or harm occasioned thereby. Access for Repairs. Maintenance and Replacement 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 for loss 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 Signs. 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. . . . . Dealine: with Improvements on Termination 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 Oblie:ation 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 Rie:ht 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 indemnify and hold the Landlord harmless in accordance with section 2.8 of this Agreement. The tetms and conditions of the Head Lease shall have priority over the terms of this Lease. 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 deRosenroll, CAO Fax No.: (519) 396-8288; and to the Tenant at Unit C , (as shown on Schedule A attached) , 44 Queen Street, Kincardine, Ontario; Fax No.: (519) 396-6177. 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. 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. . . . . Entire a~ment 7.4 There are no covenants, representations, warranties, agreements or conditions, express or implied, col1ateral or otherwise, forming 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 permission and in a form which is acceptable to the solicitors for the Landlord. Severability 7.6 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 7.7 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). 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 MUmClPAUTYOF CARDThæ Larry - '\~."l- ~ 2...., n J.J John deRosenroll, CAO '-- _CQlIA1,N r~ Witness: / þ~~ Dr. Donna Taylor . . . . . ! Schedule 'A' Pagelof2 I Lower Plan KCMC HcXeclmie 1'Iumaac1' bpty ..J Dr. Boron bpty J . . Empty L. _ ~ Dr. Both Dr. Sldth K L M ,. - . . . :,r A Schedule 'A' Page 2 of2 Upper Plan KCMC D c B Dr. Hauo. Eçty Dr. Taylor & Dr. Wiebe Dr. Dr. ,.jliebe Dr. Dr. ty Dr. Taylo .J Dr. Orphan Dr. box Dr. .' Dr. Curb Orphan Dr. . box Thoason E F G H . ~ .. "- KINCARDINE COMMUNITY MEDICAL CENTRE . THIS LEASE made as of the 15th day of October, 2003 BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter called the "Landlord") - and- DR. ARTHUR WIEBE (hereinafter called the ''Tenant'') WHEREAS the Landlord has constnJcted 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 D , (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 five (5) years to be computed from and inclusive of the 24'" day of October, 2003, and to be completed and ended on the 31st'" day of October, 2008. Overholdin!1: 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.S 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. Rie:ht of Termination 1.6 Either party herein shall have the right to terminate this Agreement, without penalty, upon giving the other party not less than 30 days' notice in writing. Rent 1.7 For the first 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 three (3) 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. 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. I To pay rent in a timely manner in accordance with the provisions of this Agreement. Use of Premises and Soccial 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 where a letter identifies those owned by an individual physician. An attached Schedule "B" shall list all chattels to be purchased and owned by the Landlord on or before the first day of this lease. An attached Schedule "C" shall list all equipment currently owned by the physicians and/or their management companies which is to be donated to the Landlord as of the first day of this 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. , . . . . Expenses of Ten ant'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. 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 tetm hereof and affecting the condition, equipment, maintenance, use or occupation of the Premises. Insurance and Indemnity 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. I I The Tenant hereby agrees that the Landlord may re-enter the Premises upon non-payment of rent or non-performance 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. , . . . Insolvencv or Abandonment 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 tetminate 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. SU!1!1ly of Water/Sewer Services . 3.5 The Landlord shall be responsible for the cost of water and sewer charges supplied to the Premises. . . . .1 Supplv of Heating! 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. Telephone Svstem 3.8 The Tenant shall be responsible for all telephone operating charges. REPAIR AND MAINTENANCE OBUGATlONS ReDair. Maintenance and Replacement 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 - 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 - 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. Oroundskeeping 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 Oblie:ation 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 Resoonsibility 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 Repairs and Maintenance Required 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 (IS) 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 for loss or harm occasioned thereby. Access for Reoairs. Maintenance and Reolacement 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 for loss or harm occasioned thereby. PARKING AND ACCESS Parking 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 Sie:ns. Flag:s and Fixtures 6. I 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. , . Dealine: with lmJ)rovements on Termination . 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 Oblie:ation 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 Rie:ht 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 yeartetm, 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 indemnify 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. 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 deRosenroll, CAO Fax No.: (519) 396-8288; and to the Tenant at Unit D , (as shown on Schedule A attached) , 44 Queen Street, Kincardine, Ontario; Fax No.: (519) 396-6177. 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. . 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. . Entire aereement 7.4 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. Relristration . . . 7.5 The Tenant shall not register this Agreement or any notice thereof except with the Landlord's permission and in a form which is acceptable to the solicitors for the Landlord. SeverabiJitv 7.6 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 7.7 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). 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 e~ VH~ t ~A'7 Witness: <c; ~;;¿r~ J~O Dr. Arthur Wiebe , , Schedule 'A' Page 1 of2 I Lower Plan KCMC . HcKeclmie Pharmac)o . . . Empty Dr. Slllith Empty .J . Dr. Boron Empty Dr. IIDth Dr. Smith .... .. ~ J K L M .1 , . . . Schedule 'A' Page2of2 Upper Piau KCMC c D A B Dr. 'Iaylor &, Dr. Wiebe Dr. Mann Eçty Dr. ty Dr. Dr. . '\ / \.. Orphan Dr. Dr. ./Knox Dr. Dr. 'J.'h<gu; . Orphan Dr. . Knox Thomson E F G H .