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HomeMy WebLinkAbout12 011 the family health team loan and lease agreements THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE adA K o‘o,„ • .- , � GN A(I INCP�$ O BY -LAW NO. 2012 - 011 BEING A BY -LAW TO AUTHORIZE THE SIGNING OF AGREEMENTS WITH THE FAMILY HEALTH TEAM FOR A LOAN AND FOR THE RENTAL OF COMMERCIAL OFFICE SPACE AT THE KINCARDINE COMMUNITY MEDICAL CLINIC • WHEREAS pursuant to subsections 11 (1) and (2) of the Municipal Act, 2001, S.O. 2001, c. 25, as amended a lower -tier municipality may provide any service or thing that the municipality considers necessary or desirable for the public and may pass by -laws respecting the health, safety and well -being of persons; AND WHEREAS subsection 8 (1) of the said Municipal Act, provides that the powers of a municipality under this or any other Act shall be interpreted broadly so as to confer broad authority on the municipality to enable the municipality to govern its affairs as it considers appropriate and to enhance the municipality's ability to respond to municipal issues; AND WHEREAS pursuant to Section 9 of the said Municipal Act a municipality has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS The Corporation of the Municipality of Kincardine requires a p P Y Family Health Team to meet the needs of its residents; AND WHEREAS the Council of The Corporation of the Municipality of Kincardine • deems it advisable to enter into two agreements with the Family Health Team 1) for a loan agreement and 2) for rental space within the Kincardine Community Medical Clinic; NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine ENACTS as follows: 1. That The Corporation of the Municipality of Kincardine enter into a loan agreement with the Family Health Team, attached hereto as Schedule 'A'. 2. That The Corporation of the Municipality of Kincardine enter into a lease agreement with the Family Health Team for the rental of commercial office space at the Kincardine Community Medical Clinic, 44 Queen Street, Municipality of Kincardine, attached hereto as Schedule 'B'. 3. That the Mayor and Chief Administrative Officer be authorized and directed to sign and execute, on behalf of the Council of The Corporation of the • Municipality of Kincardine, the loan agreement and the lease agreement with the Family Health Team attached hereto as Schedule `A' and Schedule `B' respectively, and to affix the corporate seal. .../2 Page 2 The Family Health Team Loan & Lease Agreements By -law By -law No. 2012 -011 4. That Schedules `A" and `B' form a part of the By -law. 5. This e. by-law shall come into full force and effect upon its final passage. p p g 6. This by -law may be cited as the "The Family Health Team Loan & Lease Agreements By -law ". READ a FIRST and SECOND TIME this 8 day of February, 2012. s op Amok ■ D6 frat-gy...te 41 yor Clerk READ a THIRD TIME and FINALLY PASSED this k day of M,rck ?012. • �� .• _ - VW ate.. tJa WV .yor Clerk • • SchecL k ` tl 1 gt tzc0 go, Zoiz -011 Loan Agreement THIS LOAN AGREEMENT dated effective as of the 26 day of March, 2012 Between: Kincardine Family Health Team (the "Borrower ") and The Corporation of the Municipality of Kincardine (the "Lender ") WHEREAS: (a) The Lender has agreed to lease to the Borrower that portion of the Medical Clinic owned and operated by the Lender located at 44 Queen Street (Lower Level), Kincardine, Ontario, (the "Premises ") containing approximately 2,774 square feet for a term of five years with an option to renew , on the terms of the draft lease (the "Lease ") attached hereto as Schedule "A "; (b) The Borrower intends to make certain leasehold improvements to the Premises which improvements have been approved by the Lender (the "Leasehold Improvements "); (c) The Lender has agreed to lend to the Borrower an amount up to the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) for the purpose of financing the Leasehold Improvements (the "Purpose ") on the terms and conditions set out herein; NOW THEREFORE the parties agree as follows: 1. The Loan (a)The Lender shall, on the terms and conditions of this agreement, loan to the Borrower an amount which shall be the lesser of (i) the cost to the Borrower of the Leasehold Improvements; and (ii)One Hundred Thousand Dollars ($100,000.00). (b)The loan will enable the Borrower to carry out leasehold improvements and the Borrower shall use all proceeds advanced from the Municipality of Kincardine for the Purpose and for no other purpose. (c) The monies shall be advanced to the Borrower in a lump sum equal to the amount of the contract for the construction at the time the Borrower provides copy of a signed agreement with contractor that is completing the construction. The Borrower shall provide a statement substantiating the financial amount of leasehold improvements completed. In the event, the construction costs are less than the advance, the balance shall be reimbursed to the Lendor. 2. Repayment (a)The parties agree that the loan shall be non - interest bearing. (b)The Borrower shall pay the principal sum of the loan by paying an amount annually equal to the product obtained by multiplying the Rentable Area of the Premises in square feet, as defined and ultimately agreed in the Lease, by $7.21 per square foot based on 2,774 square feet (or $20,000 per annum), such annual amount to be due and payable in equal monthly instalments commencing on thefirst day of the month following completion of the leasehold improvements, not to be later than June 01, 2012. The loan must be fully repaid within the first five year term of the lease and the full outstanding amount of the loan shall become due and payable on the expiry of the term. . Interest, at the rate of prime plus one, on outstanding amounts shall commence if there is a default on any payment. (c)The Borrower shall have the privilege when not in default in any of its obligations contained in this agreement on thirty days' written notice, but without premium or penalty, of prepaying all or any part of the moneys advanced to theBorrower. 3. Conditions Precedent The Borrower acknowledges that the Lender shall not be required to make any advance until the following conditions precedent have been fulfilled: (a)The Borrower shall have furnished to the Lender a copy of resolution of the Board of Directors of the Borrower in a form satisfactory to the Lender authorizing the borrowing contemplated by this agreement, the execution and delivery of this agreement, all certified by the secretary of the Borrower or another authorized officer of the Borrower. 3 (b)The Borrower shall have furnished to the Lender a copy of a letter in a form satisfactory to the Lender, confirming that the Ministry of Health will fund the Borrower's repayment obligations to the Municipality of Kincardine as set out in paragraph 2(b) above. (c) Delivery to and approval by the Lender of a summary and plan of the proposed leasehold improvements, a copy of which is attached hereto as Schedule (d) The execution of a lease for the premises by the parties. (e) The Borrower shall complete the leasehold improvements in a good and workmanlike manner. (f) The proposed leasehold improvements shall comply with all municipal and other statutory requirements including but not limited to inspections and approvals required by the Chief Building Official of the Municipality of Kincardine. 4. Representations and Warranties of the Borrower The Borrower represents and warrants to the Lender that: (a)The Borrower is a corporation legally incorporated, duly organized and validly existing, in good standing under the laws of the jurisdiction of its incorporation and is qualified to carry on its business in all jurisdictions where the nature of its business or the character of its properties make such qualification necessary. (b)The borrowing of money by the Borrower and the execution, delivery and performance of this agreement are within the Board powers and capacities of the Borrower and have been duly authorized by proper Board proceedings. (c)There are no actions, suits or proceedings pending or to the knowledge of the Borrower threatened against or adversely affecting the Borrower in any court or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau or agency, Canadian or foreign which might materially affect the financial condition of the Borrower or the title to its property or assets. (d)The execution and delivery of this agreement, the consummation of the transactions contemplated by this agreement, the execution and delivery to the Lender of this agreement, and the compliance with the covenants, terms, provisions and conditions of this agreement will not conflict with or result in a breach of any of the terms or provisions of the constating documents or by -laws of the Borrower, any resolution of the directors or shareholders of the Borrower, any laws of Canada, or the Province of Ontario, governing the Borrower, or any agreement or instrument to which the Borrower is now a party or which purports to be binding on the Borrower or its property and assets. (e)This agreement and all other deeds, documents or instruments to be delivered pursuant to this agreement will, when executed and delivered, constitute valid and binding obligations of the Borrower enforceable against it in accordance with their respective terms, except as may be limited by other deeds, documents or instruments delivered pursuant to this agreement, or by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors' rights. 5. Affirmative Covenants The Borrower covenants with the Lender that so long as any amounts advanced by the Municipality of Kincardine remain outstanding: (a)It will deliver to the Lender with reasonable promptness financial data as the Lender may reasonably request. (b)lt will give the Lender prompt written notice of any material adverse change in the condition or business of the Borrower. 6. General (a)The Borrower covenants that it will execute or cause to be made, done or executed, all further and lawful acts, deeds, things, devices, conveyances and assurances whatsoever for effecting the purposes and intent of this agreement as counsel for the Lender shall reasonably advise or request. (b)Notice to be given shall, save as otherwise specifically provided, be in writing addressed to the party for whom it is intended and shall not be deemed received until actual receipt by the other party except if sent by telex or facsimile, in which case it shall be deemed received on the business day next following the date of transmission. The mailing, telex and facsimile addresses of the parties shall be: (i)As to the Lender: Municipality of Kincardine 1475 Concession 5 RR 5 Kincardine, ON N2Z 2X6 (ii)As to the Borrower Kincardine Family Health Team 44 Queen Street Kincardine, ON N2Z 3C1 or any other mailing, telex or facsimile addresses as the parties from time to time may notify the other. (c)This agreement and all other agreements, security and documents to be delivered in connection with this agreement shall be governed by and construed in accordance with the applicable laws of the Province of Ontario and of Canada. (d)This agreement shall be binding on and enure to the benefit of the Borrower, the Lender and their respective successors and assigns, except that the Borrower shall not, without the prior written consent of the Lender, assign any rights or obligations with respect to this agreement. The Lender may transfer, assign or grant participation in its 5 rights and obligations with respect to this agreement or any other agreement contemplated to any lending institution which it considers to be financially responsible, provided that any transfer, assignment or grant shall neither result in any additional cost to the Lender nor, without the consent of the Borrower, release the Lender from its obligations under this agreement. (e)Any provision of this agreement which is or becomes prohibited or unenforceable in any jurisdiction shall not invalidate or impair the remaining provisions of this agreement which shall be deemed severable from the prohibited or unenforceable provision and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable that provision in any other jurisdiction. (f)No waiver or act or omission of the Lender shall extend to or be taken in any manner whatsoever to affect any subsequent event of default or breach by the Borrower of any provision of this agreement or the results or the rights resulting from it. (g)Time shall be of the essence of this agreement. (h)This agreement shall remain in full force and effect until payment in full of all of the Borrower's obligations under this agreement. (i)This agreement constitutes the entire agreement with respect to the subject matter of the agreement among the parties and cancels and supersedes any prior agreements, undertakings, declarations or representations, written or verbal in respect of it. IN WITNESS WHEREOF the parties have caused this agreement to be executed by their respective officers duly authorized. LENDER THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE per' , , ,. Lar rae 40 . o per: + L. Murray Clarke, Chief Administrative Officer We have authority to bind the Corporation BORROWER KINCA 1 NE FAMILY HEALTH TEAM 0 Dr. A. Wiebe Chair, Board of Directors I have authority to bind the Corporation 5e_hetioit A1 1.- s - Alre_tn,ev,-1 THIS LEASE made the 26th day of March, 2012: BETWEEN: • The Corporation of the Municipality of Kincardine (the "Landlord") AND Kincardine Family Health Team (the "Tenant") WITNESSETH AS FOLLOWS: ARTICLE 1 Basic Terms, Definitions .1 Basic Terms (a) Premises: that portion of the Medical Clinic owned and operated by the Landlord and located at 44 Queen Street (Lower Level), of which a sketch is attached as Schedule `A' and forms part of the Agreement,• ; (b) Rentable Area of Premises: 2,774 square feet, subject to adjustment pursuant to Section 2.2. Common areas include washroom facilities, interior hallways for ingress and egress and as part of the lease benefits, are not included in the Rentable Area of Premises ; (c) Term: 5 years (d) Commencement Date: May 01, 2012, subject to Section 2.3(b); (e) End of Term: April 30, 2017, subject to Section 2.3(b); (f) Options to renew: 2 options to renew for 5 years; (g) Rent: $41,610.00 per annum, or$3467.50 per month, calculated on the basis that the rent per annum is the product obtained by multiplying Rentable Area of Premises in square feet by $15.00 per square foot, and subject to adjustment pursuant to Section 2.2. Base rent is $13.27 per square foot plus $1.73 for HST equals $15.00 per square foot; (h) Permitted Use: Institutional Zone (Tenant's use limited to Medical Clinic). .2 Definitions In this Lease, unless there is something in the subject matter or context inconsistent therewith, the following terms have the following meanings: (a) "Event of Default" has the meaning set out in Section 11.1; (b) "HVAC Equipment" means heating, ventilating and air-conditioning equipment, facilities and installations; (c) "Leasehold Improvements" means all fixtures, improvements, installations, • alterations and additions erected or installed by or on behalf of the Tenant or any former occupant of the Premises, including doors, hardware, partitions (including moveable partitions) and wall-to-wall carpeting, but excluding trade fixtures and furniture and equipment not in the nature of fixtures; (d) "Mortgage" means any mortgage or other security against the Premises and/or the Landlord's interest in this Lease, from time to time; (e) "Mortgagee" means the holder of any Mortgage from time to time; (f) "Rent" means means base rent plus HST; (g) "Rentable Area of the Premises" means the area of the building forming part of the Premises measured to the outside surface of the outer building wall; (h) "HST" means Harmonized Sales Tax; (i) "Occupancy Date" means the date when the leasehold improvements described in Section 1.2 (c) have been completed and the Premises are ready for occupancy as per the Municipality of Kincardine Building Department; • (j) "Term" means the period specified in Section 1.1(c); (k) "Transfer" means an assignment of this Lease in whole or in part, a sublease of all or any part of the Premises, any transaction whereby the rights of the Tenant under this Lease or to the Premises are transferred to another person, any transaction by which any right of use or occupancy of all or any part of the Premises is shared with or conferred upon any person, any mortgage, charge or encumbrance of this Lease or the Premises or any part thereof, or any transaction or occurrence whatsoever which has changed or will change the identity of the person having lawful use or occupancy of any part of the Premises; and (I) "Transferee" means any person or entity to whom a Transfer is or is to be made. ARTICLE 2 Demise and Term .1 Demise In consideration of the rent, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed, the Landlord demises and leases to the Tenant and the Tenant rents from the Landlord the Premises. .2 Measurement 2 The Landlord may arrange for the Rentable Area of the Premises to be measured by its architect, surveyor or other space measurer and, if the area measured is different than that set out in Section 1.1(b), the Rentable Area of the Premises and the Rent will be adjusted in accordance with the measured area and the rent shall be based on the rental area as so determined. The Landlord will advise the Tenant in writing of the area measurement. If the Landlord does not arrange for measurement within thirty (30) days of commencement of the Lease, the Rentable Area of the Premises shall be deemed to be the area set out in Section 1.1(b).. .3 Term (a) The Term shall commence on the Commencement Date, run for the period set out in Section 1.1(c), and end on the date set out in Section 1.1(e), unless terminated earlier pursuant to the provisions of this Lease. (b) The parties acknowledge that the Landlord has given permission to enter the Premises to make certain leasehold improvements prior to the commencement of the lease. The parties acknowledge and agree that, if the Occupancy Date is later than Commencement Date of the Lease Agreement, the End of Term shall be deemed to be the last day of the five-year period after the commencement date of the Lease Agreement or Occupancy Date, whichever is later. .4 Options to Renew • (a) The Tenant shall have the option of renewing this Lease for a further five year term (hereinafter called the "First Renewal Term") by giving notice to the Landlord on or before the date which is six months prior to the End of Term. Such renewed lease shall be on the same terms and conditions as are contained herein save and except: (i) the term of the First Renewal Term shall be for a further five years to be computed from the 5th anniversary of the Commencement Date and ending on the 5th anniversary of the End of Term; and (ii) there shall be no further option to renew other than as set out in Section 2.4(b) below. (b) The Tenant shall have the option of renewing this Lease for a further five year term(hereinafter called the "Second Renewal Term") at the end of the First Renewal Term by giving notice to the Landlord on or before the date which is six months prior to the 5th anniversary of the End of Term. Such renewed lease shall be on the same terms and conditions as are contained herein save and • except: (i) the term of the Second Renewal Term shall be for a further five years to be computed from the 10th anniversary of the Commencement Date and ending on the 10th anniversary of the End of Term; (ii) the rent during the Second Renewal Term shall be the fair market rent as agreed upon by theLandlord and the Tenant, or, failing agreement, as 3 determined by an independent arbitrator in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991, Chapter 17, as amended from time to time; and (iii) there shall be no further option to renew. • .5 Overholding If, at the expiration of the Term or any subsequent renewal or extension thereof, the Tenant shall continue to occupy the Premises without further written agreement, there shall be no tacit renewal of this Lease, and the tenancy of the Tenant thereafter shall be renewable on a month to month basis. Rent shall be payable in advance on the first day of each month. All terms and conditions of this Lease shall, so far as applicable, apply to such renewable tenancy. ARTICLE 3 Rent .1 Rent The Tenant covenants and agrees to pay the annual Rent in equal monthly instalments in advance on the first day of each and every month during the Term. For greater certainty, the Rent shall include all utilities and services that the Landlord covenants to provide pursuant to Section 4.1 hereof and there shall be no additional charge to the Tenant for such utilities and services. The Tenant and the Landlord agree that rent shall incrementally increase per annum in relation to Consumer Price Index(CPI) (Province of Ontario) and such increase shall occur on the annual anniversary date of the agreement. The CPI annual increase is applicable to the First and Second Renewal Terms and to any subsequent renewals. .2 HST The Landlord and Tenant agree that HST is included in and incorporated into the Rent. .3 Payment Method The Landlord may at any time, and from time to time, require the Tenant to provide to the Landlord either: (a) a series of monthly postdated cheques, each cheque in the amount of the monthly installment of Rent; or(b) authorization and documentation required to automatically debit the Tenant's bank account for such amounts. In the event of any change in Rent, the Landlord may require a new series of monthly postdated cheques or new documentation (as applicable). .4 Rent Past Due • If the Tenant fails to pay any Rent when the same is due and payable, such unpaid amount shall bear interest at the same rate as is charged on overdue taxes by the Municipality, with such interest to be calculated from the time such Rent becomes due until paid by the Tenant. 4 ARTICLE 4 Utilities and HVAC .1 Covenants of Landlord (a) The Landlord covenants to install, maintain and repair all wires, ducts and other installations for the supply of all services and utilities to the Premises, including, without limitation, electricity, heat, air conditioning and telephone. (b) The Landlord covenants to pay promptly when due the following: (i) all realty property taxes assessed against the Premises; and (ii) all charges, costs accounts and any other sums payable by reason of the supply of electricity and other utilities used by the Tenant in the Premises except for telephone and internet charges incurred by the Tenant. (c) The Landlord covenants to provide at its own expense janitorial/custodian services pest control, garbage collection and that it shall keep the Premises and the stairways, corridors, entrances, washroom and other common areas of the building in a state of good repair. • .2 Duty of Tenant The Tenant shall providefor at its own expense, janitorial/custodian services, for the rented Premises plus the common areas within the Premises, and snow removal. The Tenant shall immediately advise the Landlord of any installations, appliances or machines used by the Tenant which consume or are likely to consume large amounts of electricity or other utilities and, on request, shall promptly provide the Landlord with a list of all installations, appliances and machines used in the Premises. .3 No Overloading The Tenant will not install any equipment which would exceed or overload the capacity of the utility facilities in the Premises or the electrical wiring and service in the Premises, and agrees that if any equipment installed by the Tenant shall require additional utility facilities, such facilities shall be installed, if available, and subject to the Landlord's prior written approval thereof(which approval may not be unreasonably withheld), at the Tenant's sole cost and expense in accordance with plans and specifications to be • approved in advance by the Landlord, in writing. .4 Heating, Ventilation, and Air Conditioning (HVAC) The Landlord shall, throughout the Term, operate, maintain, repair, replace and regulate the HVAC Equipment in such a manner as to maintain reasonable conditions of 5 temperature and humidity within the Premises and so as to maintain the HVAC Equipment in a good and working order. ARTICLE 5 Use of Premises • .1 Use of the Premises The Tenant acknowledges that the Premises will be used solely for the purposes set out in Section 1.1(h), and for no other purpose. .2 Observance of Law The Tenant shall, at its own expense, comply with all laws, by-laws, ordinances, regulations and directives of public authority having jurisdiction affecting the Premises or the use or occupation thereof including, without limitation, police, fire and health regulations and requirements of the fire insurance underwriters. Without limiting the generality of the foregoing: (a) where, during the Term, the Tenant has, through its use or occupancy of the Premises, caused or permitted a release of a contaminant at, from or to the Premises, the Tenant shall immediately clean up such contaminant from the Premises, and any affected areas, at the Tenant's expense; and • (b) on the termination of this Lease for any reason, the Tenant shall remove, at its expense, any contaminant or contamination which, through the Tenant's use or occupancy of the Premises, it has brought to or created at the Premises. .3 Waste, Nuisance, Overloading The Tenant shall not do or suffer any waste or damage, disfiguration or injury to the Premises, nor permit or suffer any overloading of the floors, roof deck, walls or any other part of the Premises, and shall not use or permit to be used any part of the Premises for any illegal or unlawful purpose or any dangerous, noxious or offensive trade or business, and shall not cause or permit any nuisance in, at or on the Premises. ARTICLE 6 Maintenance, Repairs and Alterations of Premises .1 Landlord's Obligations (a) The Landlord shall be responsible for repairs and replacements arising from structural defects or weaknesses. (b) The Landlord shall be responsible for the following (the "Landlord's Obligations"): (i) capital repairs and replacements to the structure of the building and to the roof(including, without limitation, any component thereof such as a roof deck or roof membrane),; 6 (ii) capital repairs and replacements to the HVAC Equipment; (iii) capital repairs, maintenance and replacement related to the electrical, • plumbing and/or mechanical operation of the Premises; (iv) capital repairs and replacements to the parking lot, driveways and other access facilities; (v) capital repairs and replacements to the foundation of the building and to the floor(including, without limitation, any component thereof such as a floor, membrane, crack, water damage), and normal day-to-day maintenance of the structure shall be included in the Tenant's obligations; and (vi) capital repairs, maintenance and replacement related to the water and waste water services. .2 Inspection and Repair on Notice The Landlord, its servants, agents and contractors shall be entitled to enter upon the Premises at any time, without notice, for the purpose of making emergency repairs, and during normal business hours on 24 hours prior written notice, for the purpose of • inspecting and making repairs, alterations or improvements to the Premises, or for the purpose of having access to the under floor ducts, or to the access panels to mechanical shafts (which the Tenant agrees not to obstruct). The Landlord, its servants, agents and contractors may, at any time, and from time to time, on reasonable prior written notice, enter upon the Premises to remove any article or remedy any condition which, in the opinion of the Landlord, would likely lead to the cancellation of any policy of insurance. The Landlord will take reasonable precautions and attempt to schedule such work so as not to unreasonably interfere with the operation of the Tenant's business and to minimize interference with the Tenant's use and enjoyment of the Premises. The Tenant shall promptly effect all repairs necessitated by the Tenant's negligence or wilful misconduct or the negligence or wilful misconduct of the Tenant's agents, servants, contractors, invitees, employees or others for whom the Tenant is in law responsible. .3 Alterations The Tenant will not make or erect in or to the Premises any installations, alterations, additions or partitions without first submitting drawings and specifications to the Landlord and obtaining the Landlord's prior written consent, which the Landlord shall not unreasonably withhold. The Tenant must further obtain the Landlord's prior written consent to any change or changes in such drawings and specifications. Such work shall • be performed by qualified contractors engaged by the Tenant(and approved by the Landlord), but in each case only under a written contract approved in writing by the Landlord and subject to all reasonable conditions which the Landlord may impose, provided nevertheless that the Landlord may, at its option, require that the Landlord's contractors be engaged for any structural, mechanical or electrical work at the Landlord's expense. The Tenant shall submit to the Landlord's reasonable supervision over construction and promptly pay the Tenant's contractors, as the case may be, when due, the cost of all such work and of all materials, labour and services involved therein 7 and of all decoration to the Premises, its equipment or services necessitated thereby. The Landlord is responsible to promptly pay, when due, the cost of all such work and of all materials, labour and services in relation to supervision and recruitment over construction, personnel, any equipment or services necessitated. • .4 Signs The Tenant shall not paint, display, inscribe, place or affix any sign, picture, advertisement, notice, lettering or direction on any part of the outside of the Premises or that is visible from the outside of the Premises without the prior written consent of the Landlord, not to be unreasonably withheld. All signs must comply with the requirements of any municipal by-laws relating to the placement and display of signs. .5 Construction Liens If any construction or other liens or order for the payment of money shall be filed against the Premises by reason of or arising out of any labour or material furnished to the Tenant, then the Tenant, within five (5) days after receipt of notice of the filing thereof, shall cause the same to be discharged by bonding, deposit, payment, court order or otherwise. The Tenant shall defend all suits to enforce such liens or orders against the Tenant at the Tenant's sole expense. In the event the Tenant fails to take such action to discharge such liens, the Landlord may take similar action in its own name and the Tenant shall indemnify the Landlord for • all costs incurred in such action. .6 Removal of Improvements and Fixtures (a) All Leasehold Improvements shall immediately upon their placement become the Landlord's property, without compensation to the Tenant. Except as otherwise provided for herein or agreed by the Landlord in writing, no Leasehold Improvements or trade fixtures shall be removed from the Premises by the Tenant, either during or upon the expiry or earlier termination of the Term. (b) The Tenant may, during the Term, in the usual course of its business, remove its trade fixtures, and, at the end of the Term, the Tenant may remove its trade fixtures, provided that the Tenant is not in default under this Lease; and (c) The Tenant shall, at its own expense, repair any damage caused to the Premises by the Leasehold Improvements or trade fixtures or the removal thereof. In the event that the Tenant fails to remove its trade fixtures prior to the expiry or earlier termination of the Term, such trade fixtures shall, at the option of the Landlord, become the property of the Landlord and may be removed from the Premises • and sold or disposed of by the Landlord in such manner as it deems advisable. For greater certainty, the Tenant's trade fixtures shall not include any HVAC Equipment or light fixtures. Notwithstanding anything in this Lease, the Landlord shall be under no obligation to repair or maintain the Tenant's installations. .7 Surrender of Premises 8 At the expiration or earlier termination of this Lease, the Tenant shall peaceably surrender and give up unto the Landlord vacant possession of the Premises in the same condition and state of repair as the Tenant is required to maintain the Premises • throughout the Term and in accordance with its obligations in Section 6.7. ARTICLE 7 Insurance and Indemnity .1 Tenant's Insurance Indemnity The Tenant shall indemnify and save harmless the Municipality, and its officers and agents from all claims relating to the operations of the Tenant. The Tenant shall be responsible for any and all damages or claims for damages or injuries or accidents done to or caused by the Tenant's employees or contractors or any of its operations or caused by reason of the existence or location or condition of any materials, plan or machinery used there on, or which may happen be reason thereof, or arising from any failure, neglect or omissions on their part, or on the part of any of their employees to do or perform any or all of the several acts or things required to be done by them under and by these conditions and covenants and agrees to hold the Municipality harmless and indemnified for all such damages and claims for damages. • The Tenant agrees to fully indemnify and hold harmless the Municipality from and against all suits,judgments, claims, demands, expenses, actions, causes of action and losses of any kind and for any and all liability for damages to property and injury to persons (including death) which the Municipality may incur, sustain or suffer as a result of, arising out of or in any way related to the matters addressed in this Agreement, unless such losses are caused solely by the Municipality's own gross negligence or willful misconduct. Insurance The Tenant shall put in effect and maintain in its name, at its expense, all the necessary insurance that would be considered appropriate for a prudent tenant undertaking this type of operation for the period during which the Agreement is in effect with insurers acceptable to the Municipality, including: 1. Commercial General Liability Insurance, for third party bodily injury, personal injury and property damage to an inclusive limit of not less than Two Million • Dollars ($2,000,000.00) per occurrence. The policy shall include: a) The Corporation of the Municipality of Kincardine as an additional insured; b) Cross liability c) Contractual liability; d) Tenant's Legal Liability 9 e) Contents coverage on a replacement cost basis for all property owned by the Tenant and located at the Premises; and f) A thirty (30) day written notice of cancellation 2. The Tenant shall provide the Municipality with a valid Certificate of Insurance as S evidence of the above coverages when it takes possession in order to commence work on the leasehold improvements. 3. The Municipality at its sole discretion may in writing change the insurance required under this Agreement including, but not limited to, the limit of insurance. The revised insurance requirements will come into effect upon the next renewal date of the Tenant's existing policy. 4. The Tenant shall provide the Municipality with additional Certificates of Insurance within 15 calendar days of either an annual renewal for insurance coverage as set out in 1 above or the date of the written insurance requirement as set out in 3 above. Certificates shall be provided for the entire period during which this Agreement is in effect. 5. The Tenant shall be responsible to obtain Certificates of Insurance for the above coverages as set out in 1 or 3 above from each contractor operating within the Premises and shall make these available to the Municipality for its review if requested. .2 Landlord's Insurance The Landlord shall provide and maintain insurance on the Premises against loss, damage or destruction caused by fire and extended perils under a standard extended form of fire insurance policy in such amounts and on such terms and conditions as would be carried by a prudent owner of a similar building, having regard to the size, age and location of the Premises. The amount of insurance to be obtained shall be determined at the sole discretion of the Landlord. The Landlord may maintain such other insurance in respect of the Premises and its operation and management as the Landlord determines, acting reasonably. The Tenant shall not be an insured under the policies with respect to the Landlord's insurance, nor shall it be deemed to have any insurable interest in the property covered by such policies, or any other right or interest in such policies or their proceeds. .3 Increase of Landlord Premiums If the occupancy of the Premises, the conduct of business in the Premises, or any acts or omissions of the Tenant in the Premises or any part thereof, causes or results in any increase in premiums for the insurance carried from time to time by the Landlord with • respect to the Premises, the Tenant should pay any such increase in premiums. .4 Tenant's Obligations The Tenant shall comply promptly with all requirements and recommendations of the Insurer's Advisory Organization of Canada (or any successor thereof), or of any insurer now or hereafter in effect, pertaining to or affecting the Premises. 10 The Tenant covenants to keep the Premises in good and reasonable state of repair consistent with the general standards applicable to buildings of a similar nature. The • Tenant shall not be responsible for any items that are within the Landlord's obligations pursuant to Section 4.1 (c) and 6.2 of this Lease. .5 Tenant Indemnity The Tenant will indemnify the Landlord and save it harmless from any and all losses or claims, actions, demands, liabilities and expenses in connection with loss of life, personal injury and/or damage to or loss of property: (a) arising out of any occurrence in or about the Premises; (b) occasioned or caused wholly or in part by any act or omission of the Tenant or anyone for whom it is in law responsible; or (c) arising from any breach by the Tenant of any provisions of this Lease. .6 Mutual Release (a) Each of the Landlord and the Tenant releases the other and waives all claims against the other and those for whom the other is in law responsible with respect to occurrences insured against or required to be insured against by the releasing party, whether any such claims arise as a result of the negligence or otherwise of the other or those for whom it is in law responsible, subject to the following: • (i) such release and waiver shall be effective only to the extent of proceeds of insurance received by the releasing party or proceeds which would have been received if the releasing party had obtained all insurance required to be obtained by it under this Lease (whichever is greater) and, for this purpose, deductible amounts under the Tenant's insurance (but not the Landlord's) shall be deemed to be proceeds of insurance received; and (ii) to the extent that both parties have insurance or are required to have insurance for any occurrence, the Tenant's insurance shall be primary. ARTICLE 8 Assignment and Subletting .1 Assignment, Subletting The Tenant shall not effect any Transfer without the prior written consent of the Landlord, which may not be unreasonably withheld. No consent to any Transfer shall • relieve the Tenant from its obligation to pay Rent and to perform all of the covenants, terms and conditions herein contained. In the event of a Transfer, the Landlord may collect Rent or sums on account of Rent from the Transferee and apply the net amount collected to the Rent payable hereunder, but no such Transfer or collection, or acceptance of the Transferee as tenant, shall be deemed to be a waiver of this covenant. 11 .2 Landlord's Consent If the Tenant desires to effect a Transfer, then and so often as such event shall occur, the Tenant shall make its request to the Landlord in writing. The Tenant's request shall contain the information required by Section 8.3 of this Lease. The Landlord shall, within • fourteen (14) days after receipt of such request, notify the Tenant in writing either that: (a) the Landlord consents or does not consent, as the case may be; or (b) the Landlord elects to cancel and terminate this Lease if the request is to assign the Lease or to sublet or otherwise transfer all of the Premises or, if the request is to sublet or otherwise transfer a portion of the Premises only, to cancel and terminate this Lease with respect to such portion. If the Landlord elects to cancel this Lease as aforesaid and so advises the Tenant in writing, the Tenant shall then notify the Landlord in writing within fifteen (15) days thereafter of the Tenant's intention either to refrain from such Transfer or to accept the cancellation of the Lease (in whole or in part, as the case may be). Failure of the Tenant to deliver notice to the Landlord within such fifteen (15) day period advising of the Tenant's desire to refrain from such Transfer shall be deemed to be an acceptance by the Tenant of the Landlord's cancellation of this Lease (in whole or in part, as the case may be). Any cancellation of this Lease pursuant to this Section 8.2 shall be effective on the later of the date originally proposed by the Tenant as being the effective date of the Transfer and the last day of the month sixty(60) days following the date of the Landlord's notice to cancel this Lease. .3 Requests for Consent Requests by the Tenant for the Landlord's consent to a Transfer shall be in writing and • shall be accompanied by the name, address, telephone numbers, business experience, credit and financial information and banking references of the Transferee, and shall include a true copy of the document evidencing the proposed Transfer, and any agreement relating thereto. The Tenant shall also provide such additional information pertaining to the Transferee as the Landlord may reasonably require. The Landlord's consent shall be conditional on the following: (a) the Tenant remaining fully liable to pay Rent and to perform all of the covenants, terms and conditions herein contained; (b) the Landlord being satisfied, acting reasonably, with the financial ability and good credit rating and standing of the Transferee and the ability of the Transferee to carry on the permitted use; (c) the Tenant having regularly and duly paid Rent and performed all the covenants contained in this Lease; (d) the Transferee having entered into an agreement with the Landlord agreeing to • be bound by all of the terms, covenants and conditions of this Lease; and (e) the Tenant paying to the Landlord, prior to receiving such consent, all reasonable legal fees and disbursements incurred by the Landlord in connection with the Transfer. 12 .4 Change of Control Any transfer or issue by sale, assignment, bequest, inheritance, operation of law, or • other disposition, or by subscription, of any part or all of the corporate shares of the Tenant or any other corporation, which would result in any change in the effective direct or indirect control of the Tenant, shall be deemed to be a Transfer, and the provisions of this Article 8 shall apply mutatis mutandis. The Tenant shall make available to the Landlord or its lawful representatives such books and records for inspection, at all reasonable times, in order to ascertain whether there has, in effect, been a change in control. This provision shall not apply if the Tenant is a public company or is controlled by a public company listed on a recognized stock exchange and such change occurs as a result of trading in the shares of a corporation listed on such exchange. .5 No Advertising The Tenant shall not advertise that the whole or any part of the Premises is available for assignment or sublease, and shall not permit any broker or other person to do so unless the text and format of such advertisement is approved in writing by the Landlord. No such advertisement shall contain any reference to the rental rate of the Premises. .6 Assignment by Landlord In the event of the sale or lease by the Landlord of its interest in the Premises or any • part or parts thereof, and in conjunction therewith the assignment by the Landlord of this Lease or any interest of the Landlord herein, the Landlord shall be relieved of any liability under this Lease in respect of matters arising from and after such assignment. .7 Status Certificate The Tenant shall, on ten (10) days' notice from the Landlord, execute and deliver to the Landlord a statement as prepared by the Landlord in writing certifying the following: (a) that this Lease is unmodified and in full force and effect, or, if modified, stating the modifications and that the same is in full force and effect as modified; (b)the amount of the Rent then being paid; (c)the dates to which Rent, by instalments or otherwise, have been paid; and (d) whether or not there is any existing default on the part of the Landlord of which the Tenant has notice. .8 Subordination and Non-Disturbance This Lease and all of the rights of the Tenant hereunder are, and shall at all times, be subject and subordinate to any and all Mortgages and any renewals or extensions thereof now or hereinafter in force against the Premises. Upon the request of the . Landlord, the Tenant shall promptly subordinate this Lease and all its rights hereunder in such form or forms as the Landlord may require to any such Mortgage or Mortgages, and to all advances made or hereinafter to be made on the security thereof and will, if required, attorn to the holder thereof. No subordination by the Tenant shall have the effect of permitting a Mortgagee to disturb the occupation and possession by the Tenant of the Premises or of affecting the rights of the Tenant pursuant to the terms of this Lease, provided that the Tenant performs all of its covenants, agreements and 13 conditions contained in this Lease and contemporaneously executes a document of attornment as required by the Mortgagee. ARTICLE 9 Quiet Enjoyment .1 Quiet Enjoyment The Tenant, on paying the Rent hereby reserved, and performing and observing the covenants and provisions herein required to be performed and observed on its part, shall peaceably enjoy the Premises for the Term. ARTICLE 10 Damage and Destruction .1 Damage or Destruction to Premises If the Premises or any portion thereof are damaged or destroyed by fire or by other casualty, Rent shall abate in proportion to the area of that portion of the Premises which, in the opinion of the Landlord's architect or professional engineer, is thereby rendered unfit for the purposes of the Tenant until the Premises are repaired and rebuilt, and the Landlord shall repair and rebuild the Premises. The Landlord's obligation to repair and rebuild shall not include the obligation to repair and rebuild any chattel, fixture, leasehold improvement, installation, addition or partition in respect of which the Tenant is required • to maintain insurance hereunder, or any other property of the Tenant. Rent shall recommence to be payable one (1) day after the Landlord notifies the Tenant that the Tenant may reoccupy the Premises for the purpose of undertaking its work. .2 Rights to Termination Notwithstanding Section 10.1: (a) if the Premises or any portion thereof are damaged or destroyed by any cause whatsoever and cannot, in the reasonable opinion of the Landlord, be rebuilt within one hundred and twenty(120) days of the damage or destruction, the Landlord may terminate this Lease by giving to the Tenant, within thirty(30) days after such damage or destruction, notice of termination, and thereupon Rent and other payments hereunder shall be apportioned and paid to the date of such damage or destruction, and the Tenant shall immediately deliver up vacant possession of the Premises to the Landlord; and (b) in the event of damage or destruction occurring by reason of any cause in respect of which proceeds of insurance are substantially insufficient to pay for the costs of rebuilding the Premises or are not payable to or received by the • Landlord, or in the event that any Mortgagee or other person entitled thereto shall not consent to the payment to the Landlord of the proceeds of any insurance policy for such purpose or, in the event that the Landlord is not able to obtain all necessary governmental approvals and permits to rebuild the Premises, the Landlord may elect, within thirty (30) days of such damage or destruction, on 14 written notice to the Tenant, to terminate this Lease, and the Tenant shall immediately deliver up vacant possession of the Premises to the Landlord. • .3 Certificate Conclusive Any decisions regarding the extent to which the Premises has become unfit for use shall be made by an architect or professional engineer appointed by the Landlord, whose decision shall be final and binding on the parties. .4 Landlord's Work In performing any reconstruction or repair, the Landlord may effect changes to the Premises and its equipment and systems. The Landlord shall have no obligation to grant to the Tenant any Tenant's allowances to which it may have been entitled at the beginning of the Term, and shall have no obligation to repair any damage to Leasehold Improvements or the Tenant's fixtures. ARTICLE 11 Default .1 Default and Right to Re-enter Any of the following constitutes an Event of Default under this Lease: • (a) any Rent due is not paid within five (5) days after notice in writing from the Landlord to the Tenant; (b) the Tenant has breached any of its obligations in this Lease and, if such breach is capable of being remedied and is not otherwise listed in this Section 11.1, after notice in writing from the Landlord to the Tenant: (I) the Tenant fails to remedy such breach within ten (10) days (or such shorter period as may be provided in this Lease); or (ii) if such breach cannot reasonably be remedied within ten (10) days (or such shorter period),the Tenant fails to commence to remedy such breach within ten (10) days of such breach, or thereafter fails to proceed diligently to remedy such breach; (c) the Tenant becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, an assignment or arrangement with its creditors, or any steps are taken or proceedings commenced by any person for the dissolution, winding-up or other termination of • the Tenant's existence or the liquidation of its assets; (d) a trustee, receiver, receiver/manager or a person acting in a similar capacity is appointed with respect to the business or assets of the Tenant; (e) the Tenant makes a sale in bulk of all or a substantial portion of its assets, other than in conjunction with an assignment or sublease approved by the Landlord; 15 (f) this Lease or any of the Tenant's assets are taken under a writ of execution and such writ is not stayed or vacated within fifteen (15) days after the date of such taking; • (g) the Tenant makes an assignment or sublease, other than in compliance with the provisions of this Lease; (h) the Tenant abandons or attempts to abandon the Premises, or the Premises become vacant or substantially unoccupied for a period of ten (10) consecutive days or more without the consent of the Landlord; (i) the Tenant moves or commences, attempts or threatens to move its trade fixtures, chattels and equipment out of the Premises otherwise than in accordance with Section 6.7 hereof; or (j) any insurance policy covering any part of the Premises is, or is threatened to be, cancelled or adversely changed as a result of any action or omission by the Tenant or any person for whom it is legally responsible. .2 Default and Remedies If and whenever an Event of Default occurs, then, without prejudice to any other rights which it has pursuant to this Lease or at law, the Landlord shall have the following rights and remedies, which are cumulative and not alternative: (a) to terminate this Lease by notice to the Tenant or to re-enter the Premises and repossess them and, in either case, enjoy them as of its former estate, and to remove all persons and property from the Premises and store such property at the expense and risk of the Tenant or sell or dispose of such property in such manner as the Landlord sees fit without notice to the Tenant. If the Landlord enters the Premises without notice to the Tenant as to whether it is terminating this Lease under this Section 11.2(a) or proceeding under Section 11.2(b)or any other provision of this Lease, the Landlord shall be deemed to be proceeding under Section 11.2(b), and the Lease shall not be terminated, nor shall there be any surrender by operation of law, but the Lease shall remain in full force and effect until the Landlord notifies the Tenant that it has elected to terminate this Lease. No entry by the Landlord during the Term shall have the effect of terminating this Lease without notice to that effect to the Tenant; (b) to enter the Premises as agent of the Tenant to do any or all of the following: (i) relet the Premises for whatever length and on such terms as the Landlord, in its discretion, may determine, and to receive the rent therefor; (ii) take possession of any property of the Tenant on the Premises, store such property at the expense • and risk of the Tenant, and sell or otherwise dispose of such property in such manner as the Landlord sees fit without notice to the Tenant; (iii) make alterations to the Premises to facilitate their reletting; and (iv) apply the proceeds of any such sale or reletting first, to the payment of any expenses incurred by the Landlord with respect to any such reletting or sale, second, to the payment of any indebtedness of the Tenant to the Landlord other than Rent, and third, to the 16 payment of Rent in arrears, with the residue to be held by the Landlord and applied to payment of future Rent as it becomes due and payable, provided that the Tenant shall remain liable for any deficiency to the Landlord; (c) to remedy or attempt to remedy any default of the Tenant under this Lease for the account of the Tenant and to enter upon the Premises for such purposes. No notice of the Landlord's intention to remedy or attempt to remedy such default need be given to the Tenant unless expressly required by this Lease, and the Landlord shall not be liable to the Tenant for any loss, injury or damages caused by acts of the Landlord in remedying or attempting to remedy such default. The Tenant shall pay to the Landlord all expenses incurred by the Landlord in connection therewith; (d) to recover from the Tenant all damages, costs and expenses incurred by the Landlord as a result of any default by the Tenant including, if the Landlord terminates this Lease, any deficiency between those amounts which would have been payable by the Tenant for the portion of the Term following such termination and the net amounts actually received by the Landlord during such period of time with respect to the Premises; and (e) to recover from the Tenant the full amount of the current month's Rent together with the next three (3) months' instalments of Rent, all of which shall immediately become due and payable as accelerated rent. S .3 Distress Notwithstanding any provision of this Lease or any provision of any applicable legislation, none of the goods and chattels of the Tenant on the Premises at any time during the Term shall be exempt from levy by distress for Rent in arrears, and the Tenant waives any such exemption. If the Landlord makes any claim against the goods and chattels of the Tenant by way of distress, this provision may be pleaded as an estoppel against the Tenant in any action brought to test the right of the Landlord to levy such distress. .4 Costs The Tenant shall pay to the Landlord all damages, costs and expenses (including, without limitation, all legal fees on a solicitor-and-client basis) incurred by the Landlord in enforcing the terms of this Lease, or with respect to any matter or thing which is the obligation of the Tenant under this Lease, or in respect of which the Tenant has agreed to insure or to indemnify the Landlord. • .5 Remedies Cumulative Notwithstanding any other provision of this Lease, the Landlord may from time to time resort to any or all of the rights and remedies available to it in the event of any default hereunder by the Tenant, either by any provision of this Lease, by statute, or common law, all of which rights and remedies are intended to be cumulative and not alternative. The express provisions contained in this Lease as to certain rights and remedies are not 17 to be interpreted as excluding any other or additional rights and remedies available to the Landlord by statute or common law. ARTICLE 12 • General .1 Force Majeure Notwithstanding any other provision contained herein, in the event that either the Landlord or the Tenant should be delayed, hindered or prevented from the performance of any act required hereunder by reason of any unavoidable delay, including strikes, lockouts, unavailability of materials, inclement weather, acts of God or any other cause beyond its reasonable care and control, but not including insolvency or lack of funds, then performance of such act shall be postponed for a period of time equivalent to the time lost by reason of such delays. The provisions of this Section 12.2 shall not under any circumstances operate to excuse the Tenant from prompt payment of Rent and/or any other charges payable under this Lease. .2 Effect of Waiver or Forbearance No waiver by any party of any breach by any other party of any of its covenants, agreements or obligations contained in this Lease shall be or be deemed to be a waiver of any subsequent breach thereof or the breach of any other covenants, agreements or obligations, nor shall any forbearance by any party to seek a remedy for any breach by • any other party be a waiver by the party so forbearing of its rights and remedies with respect to such breach or any subsequent breach. The subsequent acceptance of Rent by the Landlord shall not be deemed a waiver of any preceding breach by the Tenant of any term, covenant or condition regardless of the Landlord's knowledge of such preceding breach at the time of the acceptance of such Rent. All Rent and other charges payable by the Tenant to the Landlord hereunder shall be paid without any deduction, set-off or abatement whatsoever, and the Tenant waives the benefit of any statutory or other right in respect of abatement or set-off in its favour at the time hereof or at any future time. .3 Notices (a) Any notice, delivery, payment or tender of money or document(s) to the parties hereunder may be delivered personally or sent by prepaid registered or certified mail or prepaid courier as follows: to the Landlord at: Municipality of Kincardine 1475 Concession 5 RR 5 Kincardine, ON N2Z 2X6 to the Tenant at: Kincardine Family Health Team 44 Queen Street Kincardine, ON N2Z 3C1 Any such notice, delivery or payment so delivered or sent shall be deemed to have been given or made and received upon delivery of same or on the third 18 business day following the mailing of same, as the case may be. Each party may, by notice in writing to the others from time to time, designate an alternative address in Canada to which notices given more than ten (10) days thereafter • shall be addressed. (b) Notwithstanding the foregoing, any notice, delivery, payment or tender of money or document(s)to be given or made to any party hereunder during any disruption in the service of the Canada Post Office shall be deemed to have been received only if delivered personally or sent by prepaid courier. .4 Number, Gender, Effect of Headings Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders, and words importing persons shall include firms and corporations and vice versa. The division of this Lease into Articles and Sections and the insertion of headings are for convenience of reference only, and shall not affect the construction or interpretation of this Lease. .5 Severability, Subdivision Control If any Article or Section or part or parts of an Article or Section in this Lease is or is held to be illegal or unenforceable, it or they shall be considered separate and severable from • the Lease and the remaining provisions of this Lease shall remain in full force and effect and shall be binding on the Landlord and the Tenant as though such Article or Section or part or parts thereof had never been included in this Lease. It is an express condition of this Lease that the subdivision control provisions of the applicable provincial legislation be complied with, if necessary. If such compliance is necessary, the Tenant covenants and agrees to diligently proceed, at its own expense, to obtain the required consent, and the Landlord agrees to cooperate with the Tenant in bringing such application. .6 Entire Agreement There are no covenants, representations, warranties, agreements or other conditions expressed or implied, collateral or otherwise, forming part of or in any way affecting or relating to this Lease, save as expressly set out or incorporated by reference herein, and this Lease constitutes the entire agreement duly executed by the parties, and no amendment, variation or change to this Lease shall be binding unless the same shall be in writing and signed by the parties. .7 Successors and Assigns The rights and liabilities of the parties shall enure to the benefit of their respective heirs, executors, administrators, successors and assigns, subject to any requirement for . consent by the Landlord hereunder. .8 Confidentiality and Personal Information (a) The contents, terms and conditions of this Lease shall be kept strictly confidential by the Tenant. The Tenant shall not, under any circumstances, discuss or reveal the details of this Lease with any arm's-length parties including, but not limited to, 19 any prospective tenants, real estate agents or others, except the Tenant's legal, financial advisors, any bona fide Transferee, Ministry of Health, and except as may be required by law. (b) Any Tenant that is an individual person consents to the collection and use of their • personal information, as provided directly or collected from third parties, for the purposes of the Landlord considering the Tenant's offer in respect of this Lease and determining the suitability of the Tenant (both initially and on an on-going basis), including the disclosure of such information to existing and potential lenders, investors and purchasers. (c) The Municipality is subject to the Municipal Freedom of Information and Protection of Privacy Act and may be required to release information on the Lease pursuant to this statute. IN WITNESS WHEREOF the parties have caused this agreement to be executed by their respective officers duly authorized. LANDLORD THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE per. ! �--- Lar Kraeme�� • per: 110 LE Murray Clarke, Chief Administrative Officer We have authority to bind the Corporation TENANT KINGN FAMILY H TEAM p — Dr. A. Wiebe Chair, Board of Directors I have authority to bind the Corporation 20 S r7 ,,,le ,AI Pc-emeses • GENERAL NOTES: "'.(, ,,:1::, ��n+n1.+..,e 11n.c.nwua�lerx naun.nwx vuut w.,ma -- -_._.. .00w SLAV.comet r¢o.tw..0^,e.s,. 1._-, ®I ♦u�auVwc.wrr.man�w ]slLar.M.[ .wCr auc nrnwx w.. _ NURSE PRACTITIONER „wx,,. '.,"x,o.""`n."""nsun..e""wx`".x"s",,,''a""'" SOILED OFFICE&EXAM ROOM ' .,+. K�-x ...w.v Z,,.w.A..c ... ROOM "^""""` ' CLEAN •. '. ,.,... ...K.......x..,.w.�.....^e...w..�^.*.-....x.x ._AAAA. ROOM. 1K1.> AAAA.._ :.";....1.,..w.w.c^r...or ;.._ `., j 0 \, _ .con...a.rx,cea.w.^..^w,.e....e,..A.a,,.lee.R.c.r(Vv , _... /� � AUTO- 1 ,...A....1rne,.,.1.r,e..�..n.w,..m,Aw.,A.r1a x,...rc,...e.,e 'K: •--- / /'7'' CLAVE _ .,....1111.xc,..e..e�^,..,,..,...,.e.^A.w.�.,,n.x......,. - / UNEXCAVATED - .., RE'GI5YEREO /:.11g,======.•:1"'"'"'"'"'"'"°".,,.,1 / % NURSE IM ADMINIe1§1 - ._. _... ._.. ..-. RECEPTION REGISTERED - j�/, i - _... ...__ _.. _.._ NURSE A7 AAAA. ..._ AAAA.. ........ _. ........ AAAA.. AAAA.. HEALTH xF ?'-�W . EDUCATOR -- - WAITING -- HIC ., . ._., __ FOYER AREA -. WR• ! NOTE:SHADED AREAS DELINEATE F.H.T.ROOMS. OCCUPATIONAL — ,�,s - - w,r.... THERAPY ^� O KEY PLAN:BASEMENT ., j N.T.S. EXISTING CORRIDOR I ISSUED i0 x10N/RERAIR Izou.03.09 _� AAAA. AAAA -. r -__ _ -- --- - -- .— -. — —— ---- AAAA EXISTING PHARMACIST! SOCIAL, • :, - I LUNCH ROOM PSYCHIATRIST WORKER I , am '� _ w..,. AAAA:: ... r'.� .............• AAAA. _. .. _ __ AAAA DAVID JAMES DIEBEL,ARCHITECT cLos CORR. •O,, - � .m.x.w. - z,.ol..srncEi=o OM • 1.:0'1.. AAAA.._ ,ew.W .ARA Rro s1e v11.1ns ... ' EXISTING -/ EXISTING EXISTING CONFERENCE CORRIDOR PHARMACY �I ROOM EX CUTiVECORRIDOR PHARMACY - DIRECTOR AAAA. _ _ 1 ,1.1..0 EXISTING : ProposedKINCA. CORRIDOR HEALTH INE FAMILY - HEALTH TEAM RENOVATION Kim...Om.no EXIT _-' BASEMENT FLOOR STAIR ..._._..... AAAA.. ... _.. -ROOM AREAS& FURNITURE LAYOUTS P201zm No. Serle: As W.A. O4 BASEMENT FLOOR PLAN-AREAS/FURNITURE LAYOUT © 4 N BASEMENT FLOOR PLAN-LAYOUT/AREAS A1.1 Fo,L1 Nea.Ith -fem- non-exclusive risk+s • f)chectuie• 5,,,,,,,,,,,,cal 4 Plan o Lease.n0 1 a 1.0,erc..6ernevtis • .. . . , GENERAL NOTES: . ,. , . ..--- . .. . , =El r.,-...,s-i..- on •ECHTVOTHr AST us•TS rHYONSIMUTT KM Aug,COCHTPISHMLONCLOOTC.Or . . ., NURSE PRACTITIONER , SOILED OFFICE&EXAM ROOM , T.ALLJELTY...6.4.,IrtarrEil•OTNEEKT MIL'S,•Ora,01110HIET.0•0/Att H. 'z . CLEAN ROOM . , a ROOM, ";;;::,,, L7,===.7,7,7-7.1.'",;,-------- , , , • . '... . - . . .COMACTo,r4l1.0040000are sr...H..0100w m orJoria.00,T!OCT 0.HMS -- .. • . .1=11.1•417/ , g MEDS, ., , '', ' . ' '' AUTO- t, , . CLAvE . -,......,..„„ —.0,.... , . ' UNEXCAVATED ' .ftEdistegIED, . , 1 , , fl/ - i'--:• -. NURSE III . ---- ..,' • - .".74';''' , 1 . :.:,,,,.CORR / ADMIN/ F'.. .................... - RECEPTION REGISTERED NURSE#2 1 ..... , , ,..... . . HEALTh , I . EDUCATOR , .,+._ _, . WAITING , • Hid , . FOYER AREA W.R. '' NOTE:SHADED AREAS DELINEATE F.H.T.ROOMS. OCCUPATIONAL -• -..- THERAPY i , (--- KEY PLAN:BASEMENT .., EXISTING ,. CORRIDOR , 1 ISSUED TO MOH/PERI., 201103.09 .1213.1i '1 '..7- • , EXISTING '. I PHARMACiST/I I , ' . SOCIAL-.. 1 i LUNCH ROOM II' PSYCHIATRIS11 , i 7,%17 11' •-:,.:"',...., ---',, ,,, , il : - ........ 1 IDAVID JAMES DIESEL ARCHITECT Oii ..ii -/ : I\ CORR. ,.... ' \ FE::.1= ET JOHN STREET.IT 0 SOT 18 TAN,ONTARIO WTI ENO ' f 1 1 I 1 519 934.aras II 4 L..... .. . EXISTING . t EXISTING EXISTING _ ' CONFERENCE I ,./ . . ROOM ., CORRIDOR .PHARMACY EXECUTIVE '.::,1': 11 1 DIRECTOR , . . 11 .. . Proposed- EXISTING III .1 KINCARDINE FAMILY CORRIDOR . I HEALTH TEAM .----.--..-- RENOVATION Kincardine Ontario EXIT :... .. .. BASEMENT FLOOR .. . .._ -ROOM AREAS& , FURNITURE LAYOUTS .- 7170`"°. Scale:,, . ®BASEMENT FLOOR PLAN-AREAS/FURNITURE LAYOUT 6-,o, BASEMENT FLOOR PLAN-LAYOUT/AREAS A1.1 1/4"=1-0" -`..=J 1/4"=1-0" Wit FO-tit.•Li /teal i il lextrrt non-exeluitve. rijk+5 Kincardine Family Health Team • Schedule 'B'Summary& Plan of Leasehold Improvement Page I 1 DESCRIPTION Alterations to be made to the Kincardine Medical Clinic Preparation of renovation plans Kincardine Family Health Team Offices Frame in partition walls with steel studs Frame side&back wall to allow for plumbing pipes Gerald Glover Remove walls in small offices-walls already removed by flooring contractor Chief Executive Officer Remove a portion of T-Bar ceiling Insulate walls with R20 Roxul insulation for sound Elyse Dewar Supply&install 4 new birch solid core swing doors with hollow metal frame Executive Assistant Supply&install 2 new birch solid core pocket doors with full light glass and hollow metal frame Sue Doupe Swing door added between Nursing Room&Meds/Autoclave room Finance Administrator will be reused from existing office Install push button opener on existing steel door cia McKechnie Install new fire code drywall on all new walls Clinical Pharmacist Electrical,as per attached quote Plumbing,as per attached quote Jennifer Rapley HVAC,as per attached quote Supply&install(3)42"white vanities&upper cabinets with laminate Social Worker countertops Reinstall all T-Bar ceilings Janette Diebel Supply&install 48"x 36"sliding glass window,tinted grey or bronze, Registered Nurse tempered glass @ reception area Paint all walls Pam Rantz Install trims&baseboard )ccupational Therapist Remove all garbage from site Rhonda Walsh Occupational Therapy Room Registered Nurse Remove back wall in closet to make new office for Pharmacist/Psychiatrist-wall already removed by flooring contractor Nancy Payne Fill in closet door Move location of door in Pharmacist/Psychiatrist's office Health Educator Supply&install(1)72"white vanity&upper cabinets with laminate countertop Dietician's Office Supply&install(1)48"white vanity&upper cabinets with laminate • countertop Executive Director Office Build 1 new wall Build 1 new closet Supply&install new steel door • Contingency fee Quote does not include: Cabinetry in Nursing Room/Soiled Room Sch e8 ale. 113` Pay_jac�; l jo Loi2-oil THIS LEASE made the 26th day of March, 2012: BETWEEN: • The Corporation of the Municipality of Kincardine (the "Landlord") AND Kincardine Family Health Team (the "Tenant") WITNESSETH AS FOLLOWS: ARTICLE 1 Basic Terms, Definitions .1 Basic Terms (a) Premises: that portion of the Medical Clinic owned and operated by the Landlord and located at 44 Queen Street (Lower Level), of which a sketch is attached as Schedule 'A' and forms part of the Agreement, ; • (b) Rentable Area of Premises: 2,774 square feet, subject to adjustment pursuant to Section 2.2. Common areas include washroom facilities, interior hallways for ingress and egress and as part of the lease benefits, are not included in the Rentable Area of Premises ; (c) Term: 5 years (d) Commencement Date: May 01, 2012, subject to Section 2.3(b); (e) End of Term: April 30, 2017, subject to Section 2.3(b); (f) Options to renew: 2 options to renew for 5 years; (g) Rent: $41,610.00 per annum, or$3467.50 per month, calculated on the basis that the rent per annum is the product obtained by multiplying Rentable Area of Premises in square feet by $15.00 per square foot, and subject to adjustment pursuant to Section 2.2. Base rent is $13.27 per square foot plus $1.73 for HST equals $15.00 per square foot; (h) Permitted Use: Institutional Zone (Tenant's use limited to Medical Clinic). • .2 Definitions In this Lease, unless there is something in the subject matter or context inconsistent therewith, the following terms have the following meanings: (a) "Event of Default" has the meaning set out in Section 11.1; (b) "HVAC Equipment" means heating, ventilating and air-conditioning equipment, facilities and installations; • (c) "Leasehold Improvements" means all fixtures, improvements, installations, alterations and additions erected or installed by or on behalf of the Tenant or any former occupant of the Premises, including doors, hardware, partitions (including moveable partitions) and wall-to-wall carpeting, but excluding trade fixtures and furniture and equipment not in the nature of fixtures; (d) "Mortgage" means any mortgage or other security against the Premises and/or the Landlord's interest in this Lease, from time to time; (e) "Mortgagee" means the holder of any Mortgage from time to time; (f) "Rent" means means base rent plus HST; (g) "Rentable Area of the Premises" means the area of the building forming part of the Premises measured to the outside surface of the outer building wall; (h) "HST" means Harmonized Sales Tax; (i) "Occupancy Date" means the date when the leasehold improvements described in Section 1.2 (c) have been completed and the Premises are ready for • occupancy as per the Municipality of Kincardine Building Department; (j) "Term" means the period specified in Section 1.1(c); (k) "Transfer' means an assignment of this Lease in whole or in part, a sublease of all or any part of the Premises, any transaction whereby the rights of the Tenant under this Lease or to the Premises are transferred to another person, any transaction by which any right of use or occupancy of all or any part of the Premises is shared with or conferred upon any person, any mortgage, charge or encumbrance of this Lease or the Premises or any part thereof, or any transaction or occurrence whatsoever which has changed or will change the identity of the person having lawful use or occupancy of any part of the Premises; and (I) "Transferee" means any person or entity to whom a Transfer is or is to be made. ARTICLE 2 Demise and Term • .1 Demise In consideration of the rent, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed, the Landlord demises and leases to the Tenant and the Tenant rents from the Landlord the Premises. .2 Measurement 2 The Landlord may arrange for the Rentable Area of the Premises to be measured by its architect, surveyor or other space measurer and, if the area measured is different than that set out in Section 1.1(b), the Rentable Area of the Premises and the Rent will be • adjusted in accordance with the measured area and the rent shall be based on the rental area as so determined. The Landlord will advise the Tenant in writing of the area measurement. If the Landlord does not arrange for measurement within thirty(30) days of commencement of the Lease, the Rentable Area of the Premises shall be deemed to be the area set out in Section 1.1(b).. .3 Term (a) The Term shall commence on the Commencement Date, run for the period set out in Section 1.1(c), and end on the date set out in Section 1.1(e), unless terminated earlier pursuant to the provisions of this Lease. (b) The parties acknowledge that the Landlord has given permission to enter the Premises to make certain leasehold improvements prior to the commencement of the lease. The parties acknowledge and agree that, if the Occupancy Date is later than Commencement Date of the Lease Agreement, the End of Term shall be deemed to be the last day of the five-year period after the commencement date of the Lease Agreement or Occupancy Date, whichever is later. .4 Options to Renew • (a) The Tenant shall have the option of renewing this Lease for a further five year term (hereinafter called the "First Renewal Term") by giving notice to the Landlord on or before the date which is six months prior to the End of Term. Such renewed lease shall be on the same terms and conditions as are contained herein save and except: (i) the term of the First Renewal Term shall be for a further five years to be computed from the 5th anniversary of the Commencement Date and ending on the 5th anniversary of the End of Term; and (ii) there shall be no further option to renew other than as set out in Section 2.4(b) below. (b) The Tenant shall have the option of renewing this Lease for a further five year term(hereinafter called the "Second Renewal Term") at the end of the First Renewal Term by giving notice to the Landlord on or before the date which is six months prior to the 5th anniversary of the End of Term. Such renewed lease shall be on the same terms and conditions as are contained herein save and except: • (i) the term of the Second Renewal Term shall be for a further five years to be computed from the 10th anniversary of the Commencement Date and ending on the 10th anniversary of the End of Term; (ii) the rent during the Second Renewal Term shall be the fair market rent as agreed upon by theLandlord and the Tenant, or, failing agreement, as 3 determined by an independent arbitrator in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991, Chapter 17, as amended from time to time; and • (iii) there shall be no further option to renew. .5 Overholdinq If, at the expiration of the Term or any subsequent renewal or extension thereof, the Tenant shall continue to occupy the Premises without further written agreement, there shall be no tacit renewal of this Lease, and the tenancy of the Tenant thereafter shall be renewable on a month to month basis. Rent shall be payable in advance on the first day of each month. All terms and conditions of this Lease shall, so far as applicable, apply to such renewable tenancy. ARTICLE 3 Rent .1 Rent The Tenant covenants and agrees to pay the annual Rent in equal monthly instalments in advance on the first day of each and every month during the Term. For greater certainty, the Rent shall include all utilities and services that the Landlord covenants to provide pursuant to Section 4.1 hereof and there shall be no additional charge to the Tenant for such utilities and services. The Tenant and the Landlord agree that rent shall incrementally increase per annum in relation to Consumer Price Index (CPI) (Province of Ontario) and such increase shall occur on the annual anniversary date of the agreement. The CPI annual increase is applicable to the First and Second Renewal Terms and to any subsequent renewals. .2 HST The Landlord and Tenant agree that HST is included in and incorporated into the Rent. .3 Payment Method The Landlord may at any time, and from time to time, require the Tenant to provide to the Landlord either: (a) a series of monthly postdated cheques, each cheque in the amount of the monthly installment of Rent; or(b)authorization and documentation required to automatically debit the Tenant's bank account for such amounts. In the event of any change in Rent, the Landlord may require a new series of monthly postdated cheques or new documentation (as applicable). • .4 Rent Past Due If the Tenant fails to pay any Rent when the same is due and payable, such unpaid amount shall bear interest at the same rate as is charged on overdue taxes by the Municipality, with such interest to be calculated from the time such Rent becomes due until paid by the Tenant. 4 ARTICLE 4 Utilities and HVAC • .1 Covenants of Landlord (a) The Landlord covenants to install, maintain and repair all wires, ducts and other installations for the supply of all services and utilities to the Premises, including, without limitation, electricity, heat, air conditioning and telephone. (b) The Landlord covenants to pay promptly when due the following: (i) all realty property taxes assessed against the Premises; and (ii) all charges, costs accounts and any other sums payable by reason of the supply of electricity and other utilities used by the Tenant in the Premises except for telephone and internet charges incurred by the Tenant. (c) The Landlord covenants to provide at its own expense janitorial/custodian services pest control, garbage collection and that it shall keep the Premises and the stairways, corridors, entrances, washroom and other common areas of the building in a state of good repair. • .2 Duty of Tenant The Tenant shall providefor at its own expense, janitorial/custodian services, for the rented Premises plus the common areas within the Premises, and snow removal. The Tenant shall immediately advise the Landlord of any installations, appliances or machines used by the Tenant which consume or are likely to consume large amounts of electricity or other utilities and, on request, shall promptly provide the Landlord with a list of all installations, appliances and machines used in the Premises. .3 No Overloading The Tenant will not install any equipment which would exceed or overload the capacity of the utility facilities in the Premises or the electrical wiring and service in the Premises, and agrees that if any equipment installed by the Tenant shall require additional utility facilities, such facilities shall be installed, if available, and subject to the Landlord's prior written approval thereof(which approval may not be unreasonably withheld), at the Tenant's sole cost and expense in accordance with plans and specifications to be approved in advance by the Landlord, in writing. • .4 Heating, Ventilation, and Air Conditioning (HVAC) The Landlord shall, throughout the Term, operate, maintain, repair, replace and regulate the HVAC Equipment in such a manner as to maintain reasonable conditions of 5 temperature and humidity within the Premises and so as to maintain the HVAC Equipment in a good and working order. • ARTICLE 5 Use of Premises .1 Use of the Premises The Tenant acknowledges that the Premises will be used solely for the purposes set out in Section 1.1(h), and for no other purpose. .2 Observance of Law The Tenant shall, at its own expense, comply with all laws, by-laws, ordinances, regulations and directives of public authority having jurisdiction affecting the Premises or the use or occupation thereof including, without limitation, polic , fire and health regulations and requirements of the fire insurance underwriters. Without limiting the generality of the foregoing: (a) where, during the Term, the Tenant has, through its use or occupancy of the Premises, caused or permitted a release of a contaminant at, from or to the Premises, the Tenant shall immediately clean up such contaminant from the Premises, and any affected areas, at the Tenant's expense; and • (b) on the termination of this Lease for any reason, the Tenant shall remove, at its expense, any contaminant or contamination which, through the Tenant's use or occupancy of the Premises, it has brought to or created at the Premises. .3 Waste, Nuisance, Overloading The Tenant shall not do or suffer any waste or damage, disfiguration or injury to the Premises, nor permit or suffer any overloading of the floors, roof deck, walls or any other part of the Premises, and shall not use or permit to be used any part of the Premises for any illegal or unlawful purpose or any dangerous, noxious or offensive trade or business, and shall not cause or permit any nuisance in, at or on the Premises. ARTICLE 6 Maintenance, Repairs and Alterations of Premises .1 Landlord's Obligations (a) The Landlord shall be responsible for repairs and replacements arising from structural defects or weaknesses. • (b) The Landlord shall be responsible for the following (the "Landlord's Obligations"): (i) capital repairs and replacements to the structure of the building and to the roof(including, without limitation, any component thereof such as a roof deck or roof membrane),; 6 (ii) capital repairs and replacements to the HVAC Equipment; (iii) capital repairs, maintenance and replacement related to the electrical, • plumbing and/or mechanical operation of the Premises; (iv) capital repairs and replacements to the parking lot, driveways and other access facilities; (v) capital repairs and replacements to the foundation of the building and to the floor(including, without limitation, any component thereof such as a floor, membrane, crack, water damage), and normal day-to-day maintenance of the structure shall be included in the Tenant's obligations; and (vi) capital repairs, maintenance and replacement related to the water and waste water services. .2 Inspection and Repair on Notice The Landlord, its servants, agents and contractors shall be entitled to enter upon the Premises at any time, without notice, for the purpose of making emergency repairs, and during normal business hours on 24 hours prior written notice, for the purpose of inspecting and making repairs, alterations or improvements to the Premises, or for the • purpose of having access to the under floor ducts, or to the access panels to mechanical shafts (which the Tenant agrees not to obstruct). The Landlord, its servants, agents and contractors may, at any time, and from time to time, on reasonable prior written notice, enter upon the Premises to remove any article or remedy any condition which, in the opinion of the Landlord, would likely lead to the cancellation of any policy of insurance. The Landlord will take reasonable precautions and attempt to schedule such work so as not to unreasonably interfere with the operation of the Tenant's business and to minimize interference with the Tenant's use and enjoyment of the Premises. The Tenant shall promptly effect all repairs necessitated by the Tenant's negligence or wilful misconduct or the negligence or wilful misconduct of the Tenant's agents, servants, contractors, invitees, employees or others for whom the Tenant is in law responsible. .3 Alterations The Tenant will not make or erect in or to the Premises any installations, alterations, additions or partitions without first submitting drawings and specifications to the Landlord and obtaining the Landlord's prior written consent, which the Landlord shall not unreasonably withhold. The Tenant must further obtain the Landlord's prior written consent to any change or changes in such drawings and specifications. Such work shall be performed by qualified contractors engaged by the Tenant (and approved by the • Landlord), but in each case only under a written contract approved in writing by the Landlord and subject to all reasonable conditions which the Landlord may impose, provided nevertheless that the Landlord may, at its option, require that the Landlord's contractors be engaged for any structural, mechanical or electrical work at the Landlord's expense. The Tenant shall submit to the Landlord's reasonable supervision over construction and promptly pay the Tenant's contractors, as the case may be, when due, the cost of all such work and of all materials, labour and services involved therein 7 and of all decoration to the Premises, its equipment or services necessitated thereby. The Landlord is responsible to promptly pay, when due, the cost of all such work and of all materials, labour and services in relation to supervision and recruitment over • construction, personnel, any equipment or services necessitated. .4 Signs The Tenant shall not paint, display, inscribe, place or affix any sign, picture, advertisement, notice, lettering or direction on any part of the outside of the Premises or that is visible from the outside of the Premises without the prior written consent of the Landlord, not to be unreasonably withheld. All signs must comply with the requirements of any municipal by-laws relating to the placement and display of signs. .5 Construction Liens If any construction or other liens or order for the payment of money shall be filed against the Premises by reason of or arising out of any labour or material furnished to the Tenant, then the Tenant, within five (5) days after receipt of notice of the filing thereof, shall cause the same to be discharged by bonding, deposit, payment, court order or otherwise. The Tenant shall defend all suits to enforce such liens or orders against the Tenant at the Tenant's sole expense. In the event the Tenant fails to take such action to discharge such liens, the Landlord • may take similar action in its own name and the Tenant shall indemnify the Landlord for all costs incurred in such action. .6 Removal of Improvements and Fixtures (a) All Leasehold Improvements shall immediately upon their placement become the Landlord's property, without compensation to the Tenant. Except as otherwise provided for herein or agreed by the Landlord in writing, no Leasehold Improvements or trade fixtures shall be removed from the Premises by the Tenant, either during or upon the expiry or earlier termination of the Term. (b) The Tenant may, during the Term, in the usual course of its business, remove its trade fixtures, and, at the end of the Term, the Tenant may remove its trade fixtures, provided that the Tenant is not in default under this Lease; and (c) The Tenant shall, at its own expense, repair any damage caused to the Premises by the Leasehold Improvements or trade fixtures or the removal thereof. In the event that the Tenant fails to remove its trade fixtures prior to the expiry or earlier termination of the Term, such trade fixtures shall, at the option of the Landlord, become the property of the Landlord and may be removed from the Premises • and sold or disposed of by the Landlord in such manner as it deems advisable. For greater certainty, the Tenant's trade fixtures shall not include any HVAC Equipment or light fixtures. Notwithstanding anything in this Leas.e, the Landlord shall be under no obligation to repair or maintain the Tenant's installations. .7 Surrender of Premises 8 At the expiration or earlier termination of this Lease, the Tenant shall peaceably surrender and give up unto the Landlord vacant possession of the Premises in the same condition and state of repair as the Tenant is required to maintain the Premises throughout the Term and in accordance with its obligations in Section 6.7. ARTICLE 7 Insurance and Indemnity .1 Tenant's Insurance Indemnity The Tenant shall indemnify and save harmless the Municipality, and its officers and agents from all claims relating to the operations of the Tenant. The Tenant shall be responsible for any and all damages or claims for damages or injuries or accidents done to or caused by the Tenant's employees or contractors or any of its operations or caused by reason of the existence or location or condition of any materials, plan or machinery used there on, or which may happen be reason thereof, or arising from any failure, neglect or omissions on their part, or on the part of any of their employees to do or perform any or all of the several acts or things required to be done by them under and by these conditions and covenants and agrees to hold the Municipality harmless and indemnified for all such damages and claims for damages. The Tenant agrees to fully indemnify and hold harmless the Municipality from and against all suits, judgments, claims, demands, expenses, actions, causes of action and losses of any kind and for any and all liability for damages to property and injury to persons (including death)which the Municipality may incur, sustain or suffer as a result of, arising out of or in any way related to the matters addressed in this Agreement, unless such losses are caused solely by the Municipality's own gross negligence or willful misconduct. Insurance The Tenant shall put in effect and maintain in its name, at its expense, all the necessary insurance that would be considered appropriate for a prudent tenant undertaking this type of operation for the period during which the Agreement is in effect with insurers acceptable to the Municipality, including: 1. Commercial General Liability Insurance, for third party bodily injury, personal injury and property damage to an inclusive limit of not less than Two Million Dollars ($2,000,000.00) per occurrence. The policy shall include: • a) The Corporation of the Municipality of Kincardine as an additional insured; b) Cross liability c) Contractual liability; d) Tenant's Legal Liability 9 e) Contents coverage on a replacement cost basis for all property owned by the Tenant and located at the Premises; and f) A thirty(30) day written notice of cancellation 2. The Tenant shall provide the Municipality with a valid Certificate of Insurance as evidence of the above coverages when it takes possession in order to commence work on the leasehold improvements. 3. The Municipality at its sole discretion may in writing change the insurance required under this Agreement including, but not limited to, the limit of insurance. The revised insurance requirements will come into effect upon the next renewal date of the Tenant's existing policy. 4. The Tenant shall provide the Municipality with additional Certificates of Insurance within 15 calendar days of either an annual renewal for insurance coverage as set out in 1 above or the date of the written insurance requirement as set out in 3 above. Certificates shall be provided for the entire period during which this Agreement is in effect. 5. The Tenant shall be responsible to obtain Certificates of Insurance for the above coverages as set out in 1 or 3 above from each contractor operating within the Premises and shall make these available to the Municipality for its review if requested. • .2 Landlord's Insurance The Landlord shall provide and maintain insurance on the Premises against loss, damage or destruction caused by fire and extended perils under a standard extended form of fire insurance policy in such amounts and on such terms and conditions as would be carried by a prudent owner of a similar building, having regard to the size, age and location of the Premises. The amount of insurance to be obtained shall be determined at the sole discretion of the Landlord. The Landlord may maintain such other insurance in respect of the Premises and its operation and management as the Landlord determines, acting reasonably. The Tenant shall not be an insured under the policies with respect to the Landlord's insurance, nor shall it be deemed to have any insurable interest in the property covered by such policies, or any other right or interest in such policies or their proceeds. .3 Increase of Landlord Premiums If the occupancy of the Premises, the conduct of business in the Premises, or any acts or omissions of the Tenant in the Premises or any part thereof, causes or results in any increase in premiums for the insurance carried from time to time by the Landlord with • respect to the Premises, the Tenant should pay any such increase in premiums. .4 Tenant's Obligations The Tenant shall comply promptly with all requirements and recommendations of the Insurer's Advisory Organization of Canada (or any successor thereof), or of any insurer now or hereafter in effect, pertaining to or affecting the Premises. 10 The Tenant covenants to keep the Premises in good and reasonable state of repair consistent with the general standards applicable to buildings of a similar nature. The Tenant shall not be responsible for any items that are within the Landlord's obligations • pursuant to Section 4.1 (c) and 6.2 of this Lease. .5 Tenant Indemnity The Tenant will indemnify the Landlord and save it harmless from any and all losses or claims, actions, demands, liabilities and expenses in connection with loss of life, personal injury and/or damage to or loss of property: (a) arising out of any occurrence in or about the Premises; (b) occasioned or caused wholly or in part by any act or omission of the Tenant or anyone for whom it is in law responsible; or(c) arising from any breach by the Tenant of any provisions of this Lease. .6 Mutual Release (a) Each of the Landlord and the Tenant releases the other and waives all claims against the other and those for whom the other is in law responsible with respect to occurrences insured against or required to be insured against by the releasing party, whether any such claims arise as a result of the negligence or otherwise of the other or those for whom it is in law responsible, subject to the following: • (i) such release and waiver shall be effective only to the extent of proceeds of insurance received by the releasing party or proceeds which would have been received if the releasing party had obtained all insurance required to be obtained by it under this Lease (whichever is greater) and, for this purpose, deductible amounts under the Tenant's insurance (but not the Landlord's) shall be deemed to be proceeds of insurance received; and (ii) to the extent that both parties have insurance or are required to have insurance for any occurrence, the Tenant's insurance shall be primary. ARTICLE 8 Assignment and Subletting .1 Assignment, Subletting The Tenant shall not effect any Transfer without the prior written consent of the Landlord, which may not be unreasonably withheld. No consent to any Transfer shall relieve the Tenant from its obligation to pay Rent and to perform all of the covenants, • terms and conditions herein contained. In the event of a Transfer, the Landlord may collect Rent or sums on account of Rent from the Transferee and apply the net amount collected to the Rent payable hereunder, but no such Transfer or collection, or acceptance of the Transferee as tenant, shall be deemed to be a waiver of this covenant. 11 .2 Landlord's Consent If the Tenant desires to effect a Transfer, then and so often as such event shall occur, • the Tenant shall make its request to the Landlord in writing. The Tenant's request shall contain the information required by Section 8.3 of this Lease. The Landlord shall, within fourteen (14) days after receipt of such request, notify the Tenant in writing either that: (a)the Landlord consents or does not consent, as the case may be; or(b)the Landlord elects to cancel and terminate this Lease if the request is to assign the Lease or to sublet or otherwise transfer all of the Premises or, if the request is to sublet or otherwise transfer a portion of the Premises only, to cancel and terminate this Lease with respect to such portion. If the Landlord elects to cancel this Lease as aforesaid and so advises the Tenant in writing, the Tenant shall then notify the Landlord in writing within fifteen (15)days thereafter of the Tenant's intention either to refrain from such Transfer or to accept the cancellation of the Lease (in whole or in part, as the case may be). Failure of the Tenant to deliver notice to the Landlord within such fifteen (15) day period advising of the Tenant's desire to refrain from such Transfer shall be deemed to be an acceptance by the Tenant of the Landlord's cancellation of this Lease (in whole or in part, as the case may be). Any cancellation of this Lease pursuant to this Section 8.2 shall be effective on the later of the date originally proposed by the Tenant as being the effective date of the Transfer and the last day of the month sixty (60) days following the date of the Landlord's notice to cancel this Lease. .3 Requests for Consent Requests by the Tenant for the Landlord's consent to a Transfer shall be in writing and shall be accompanied by the name, address, telephone numbers, business experience, credit and financial information and banking references of the Transferee, and shall include a true copy of the document evidencing the proposed Transfer, and any agreement relating thereto. The Tenant shall also provide such additional information pertaining to the Transferee as the Landlord may reasonably require. The Landlord's consent shall be conditional on the following: (a) the Tenant remaining fully liable to pay Rent and to perform all of the covenants, terms and conditions herein contained; (b) the Landlord being satisfied, acting reasonably, with the financial ability and good credit rating and standing of the Transferee and the ability of the Transferee to carry on the permitted use; (c) the Tenant having regularly and duly paid Rent and performed all the covenants contained in this Lease; (d) the Transferee having entered into an agreement with the Landlord agreeing to • be bound by all of the terms, covenants and conditions of this Lease; and (e) the Tenant paying to the Landlord, prior to receiving such consent, all reasonable legal fees and disbursements incurred by the Landlord in connection with the Transfer. 12 .4 Change of Control Any transfer or issue by sale, assignment, bequest, inheritance, operation of law, or other disposition, or by subscription, of any part or all of the corporate shares of the • Tenant or any other corporation, which would result in any change in the effective direct or indirect control of the Tenant, shall be deemed to be a Transfer, and the provisions of this Article 8 shall apply mutatis mutandis. The Tenant shall make available to the Landlord or its lawful representatives such books and records for inspection, at all reasonable times, in order to ascertain whether there has, in effect, been a change in control. This provision shall not apply if the Tenant is a public company or is controlled by a public company listed on a recognized stock exchange and such change occurs as a result of trading in the shares of a corporation listed on such exchange. .5 No Advertising The Tenant shall not advertise that the whole or any part of the Premises is available for assignment or sublease, and shall not permit any broker or other person to do so unless the text and format of such advertisement is approved in writing by the Landlord. No such advertisement shall contain any reference to the rental rate of the Premises. .6 Assignment by Landlord In the event of the sale or lease by the Landlord of its interest in the Premises or any • part or parts thereof, and in conjunction therewith the assignment by the Landlord of this Lease or any interest of the Landlord herein, the Landlord shall be relieved of any liability under this Lease in respect of matters arising from and after such assignment. .7 Status Certificate The Tenant shall, on ten (10) days' notice from the Landlord, execute and deliver to the Landlord a statement as prepared by the Landlord in writing certifying the following: (a) that this Lease is unmodified and in full force and effect, or, if modified, stating the modifications and that the same is in full force and effect as modified; (b)the amount of the Rent then being paid; (c) the dates to which Rent, by instalments or otherwise, have been paid; and (d)whether or not there is any existing default on the part of the Landlord of which the Tenant has notice. .8 Subordination and Non-Disturbance This Lease and all of the rights of the Tenant hereunder are, and shall at all times, be subject and subordinate to any and all Mortgages and any renewals or extensions thereof now or hereinafter in force against the Premises. Upon the request of the Landlord, the Tenant shall promptly subordinate this Lease and all its rights hereunder in . such form or forms as the Landlord may require to any such Mortgage or Mortgages, and to all advances made or hereinafter to be made on the security thereof and will, if required, attorn to the holder thereof. No subordination by the Tenant shall have the effect of permitting a Mortgagee to disturb the occupation and possession by the Tenant of the Premises or of affecting the rights of the Tenant pursuant to the terms of this Lease, provided that the Tenant performs all of its covenants, agreements and 13 conditions contained in this Lease and contemporaneously executes a document of attornment as required by the Mortgagee. ARTICLE 9 • Quiet Enjoyment .1 Quiet Enjoyment The Tenant, on paying the Rent hereby reserved, and performing and observing the covenants and provisions herein required to be performed and observed on its part, shall peaceably enjoy the Premises for the Term. ARTICLE 10 Damage and Destruction .1 Damage or Destruction to Premises If the Premises or any portion thereof are damaged or destroyed by fire or by other casualty, Rent shall abate in proportion to the area of that portion of the Premises which, in the opinion of the Landlord's architect or professional engineer, is thereby rendered unfit for the purposes of the Tenant until the Premises are repaired and rebuilt, and the Landlord shall repair and rebuild the Premises. The Landlord's obligation to repair and rebuild shall not include the obligation to repair and rebuild any chattel, fixture, leasehold • improvement, installation, addition or partition in respect of which the Tenant is required to maintain insurance hereunder, or any other property of the Tenant. Rent shall recommence to be payable one (1) day after the Landlord notifies the Tenant that the Tenant may reoccupy the Premises for the purpose of undertaking its work. .2 Rights to Termination Notwithstanding Section 10.1: (a) if the Premises or any portion thereof are damaged or destroyed by any cause whatsoever and cannot, in the reasonable opinion of the Landlord, be rebuilt within one hundred and twenty (120) days of the damage or destruction, the Landlord may terminate this Lease by giving to the Tenant, within thirty (30) days after such damage or destruction, notice of termination, and thereupon Rent and other payments hereunder shall be apportioned and paid to the date of such damage or destruction, and the Tenant shall immediately deliver up vacant possession of the Premises to the Landlord; and (b) in the event of damage or destruction occurring by reason of any cause in respect of which proceeds of insurance are substantially insufficient to pay for the • costs of rebuilding the Premises or are not payable to or received by the Landlord, or in the event that any Mortgagee or other person entitled thereto shall not consent to the payment to the Landlord of the proceeds of any insurance policy for such purpose or, in the event that the Landlord is not able to obtain all necessary governmental approvals and permits to rebuild the Premises, the Landlord may elect, within thirty(30) days of such damage or destruction, on 14 written notice to the Tenant, to terminate this Lease, and the Tenant shall immediately deliver up vacant possession of the Premises to the Landlord. • .3 Certificate Conclusive Any decisions regarding the extent to which the Premises has become unfit for use shall be made by an architect or professional engineer appointed by the Landlord, whose decision shall be final and binding on the parties. .4 Landlord's Work In performing any reconstruction or repair, the Landlord may effect changes to the Premises and its equipment and systems. The Landlord shall have no obligation to grant to the Tenant any Tenant's allowances to which it may have been entitled at the beginning of the Term, and shall have no obligation to repair any damage to Leasehold Improvements or the Tenant's fixtures. ARTICLE 11 Default .1 Default and Right to Re-enter Any of the following constitutes an Event of Default under this Lease: • (a) any Rent due is not paid within five (5) days after notice in writing from the Landlord to the Tenant; (b) the Tenant has breached any of its obligations in this Lease and, if such breach is capable of being remedied and is not otherwise listed in this Section 11.1, after notice in writing from the Landlord to the Tenant: (i) the Tenant fails to remedy such breach within ten (10)days (or such shorter period as may be provided in this Lease); or (ii) if such breach cannot reasonably be remedied within ten (10) days (or such shorter period), the Tenant fails to commence to remedy such breach within ten (10) days of such breach, or thereafter fails to proceed diligently to remedy such breach; (c) the Tenant becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, an assignment or arrangement with its creditors, or any steps are taken or proceedings commenced by any person for the dissolution, winding-up or other termination of . the Tenant's existence or the liquidation of its assets; (d) a trustee, receiver, receiver/manager or a person acting in a similar capacity is appointed with respect to the business or assets of the Tenant; (e) the Tenant makes a sale in bulk of all or a substantial portion of its assets, other than in conjunction with an assignment or sublease approved by the Landlord; 15 (f) this Lease or any of the Tenant's assets are taken under a writ of execution and such writ is not stayed or vacated within fifteen (15) days after the date of such • taking; (g) the Tenant makes an assignment or sublease, other than in compliance with the provisions of this Lease; (h) the Tenant abandons or attempts to abandon the Premises, or the Premises become vacant or substantially unoccupied for a period of ten (10) consecutive days or more without the consent of the Landlord; (i) the Tenant moves or commences, attempts or threatens to move its trade fixtures, chattels and equipment out of the Premises otherwise than in accordance with Section 6.7 hereof; or (j) any insurance policy covering any part of the Premises is, or is threatened to be, cancelled or adversely changed as a result of any action or omission by the Tenant or any person for whom it is legally responsible. .2 Default and Remedies If and whenever an Event of Default occurs, then, without prejudice to any other rights • which it has pursuant to this Lease or at law, the Landlord shall have the following rights and remedies, which are cumulative and not alternative: (a) to terminate this Lease by notice to the Tenant or to re-enter the Premises and repossess them and, in either case, enjoy them as of its former estate, and to remove all persons and property from the Premises and store such property at the expense and risk of the Tenant or sell or dispose of such property in such manner as the Landlord sees fit without notice to the Tenant. If the Landlord enters the Premises without notice to the Tenant as to whether it is terminating this Lease under this Section 11.2(a) or proceeding under Section 11.2(b)or any other provision of this Lease, the Landlord shall be deemed to be proceeding under Section 11.2(b), and the Lease shall not be terminated, nor shall there be any surrender by operation of law, but the Lease shall remain in full force and effect until the Landlord notifies the Tenant that it has elected to terminate this Lease. No entry by the Landlord during the Term shall have the effect of terminating this Lease without notice to that effect to the Tenant; (b) to enter the Premises as agent of the Tenant to do any or all of the following: (i) relet the Premises for whatever length and on such terms as the Landlord, in its discretion, may determine, and to receive the rent therefor; (ii)take possession of • any property of the Tenant on the Premises, store such property at the expense and risk of the Tenant, and sell or otherwise dispose of such property in such manner as the Landlord sees fit without notice to the Tenant; (iii) make alterations to the Premises to facilitate their reletting; and (iv) apply the proceeds of any such sale or reletting first, to the payment of any expenses incurred by the Landlord with respect to any such reletting or sale, second, to the payment of any indebtedness of the Tenant to the Landlord other than Rent, and third, to the 16 payment of Rent in arrears, with the residue to be held by the Landlord and applied to payment of future Rent as it becomes due and payable, provided that the Tenant shall remain liable for any deficiency to the Landlord; • (c) to remedy or attempt to remedy any default of the Tenant under this Lease for the account of the Tenant and to enter upon the Premises for such purposes. No notice of the Landlord's intention to remedy or attempt to remedy such default need be given to the Tenant unless expressly required by this Lease, and the Landlord shall not be liable to the Tenant for any loss, injury or damages caused by acts of the Landlord in remedying or attempting to remedy such default. The Tenant shall pay to the Landlord all expenses incurred by the Landlord in connection therewith; (d) to recover from the Tenant all damages, costs and expenses incurred by the Landlord as a result of any default by the Tenant including, if the Landlord terminates this Lease, any deficiency between those amounts which would have been payable by the Tenant for the portion of the Term following such termination and the net amounts actually received by the Landlord during such period of time with respect to the Premises; and (e) to recover from the Tenant the full amount of the current month's Rent together with the next three (3) months' instalments of Rent, all of which shall immediately become due and payable as accelerated rent. .3 Distress Notwithstanding any provision of this Lease or any provision of any applicable legislation, none of the goods and chattels of the Tenant on the Premises at any time during the Term shall be exempt from levy by distress for Rent in arrears, and the Tenant waives any such exemption. If the Landlord makes any claim against the goods and chattels of the Tenant by way of distress, this provision may be pleaded as an estoppel against the Tenant in any action brought to test the right of the Landlord to levy such distress. .4 Costs The Tenant shall pay to the Landlord all damages, costs and expenses (including, without limitation, all legal fees on a solicitor-and-client basis) incurred by the Landlord in enforcing the terms of this Lease, or with respect to any matter or thing which is the obligation of the Tenant under this Lease, or in respect of which the Tenant has agreed to insure or to indemnify the Landlord. • .5 Remedies Cumulative Notwithstanding any other provision of this Lease, the Landlord may from time to time resort to any or all of the rights and remedies available to it in the event of any default hereunder by the Tenant, either by any provision of this Lease, by statute, or common law, all of which rights and remedies are intended to be cumulative and not alternative. The express provisions contained in this Lease as to certain rights and remedies are not 17 to be interpreted as excluding any other or additional rights and remedies available to the Landlord by statute or common law. ARTICLE 12 General .1 Force Majeure Notwithstanding any other provision contained herein, in the event that either the Landlord or the Tenant should be delayed, hindered or prevented from the performance of any act required hereunder by reason of any unavoidable delay, including strikes, lockouts, unavailability of materials, inclement weather, acts of God or any other cause beyond its reasonable care and control, but not including insolvency or lack of funds, then performance of such act shall be postponed for a period of time equivalent to the time lost by reason of such delays. The provisions of this Section 12.2 shall not under any circumstances operate to excuse the Tenant from prompt payment of Rent and/or any other charges payable under this Lease. .2 Effect of Waiver or Forbearance No waiver by any party of any breach by any other party of any of its covenants, agreements or obligations contained in this Lease shall be or be deemed to be a waiver of any subsequent breach thereof or the breach of any other covenants, agreements or • obligations, nor shall any forbearance by any party to seek a remedy for any breach by any other party be a waiver by the party so forbearing of its rights and remedies with respect to such breach or any subsequent breach. The subsequent acceptance of Rent by the Landlord shall not be deemed a waiver of any preceding breach by the Tenant of any term, covenant or condition regardless of the Landlord's knowledge of such preceding breach at the time of the acceptance of such Rent. All Rent and other charges payable by the Tenant to the Landlord hereunder shall be paid without any deduction, set-off or abatement whatsoever, and the Tenant waives the benefit of any statutory or other right in respect of abatement or set-off in its favour at the time hereof or at any future time. .3 Notices (a) Any notice, delivery, payment or tender of money or document(s)to the parties hereunder may be delivered personally or sent by prepaid registered or certified mail or prepaid courier as follows: to the Landlord at: Municipality of Kincardine 1475 Concession 5 RR 5 Kincardine, ON N2Z 2X6 to the Tenant at: Kincardine Family Health Team 44 Queen Street Kincardine, ON N2Z 3C1 Any such notice, delivery or payment so delivered or sent shall be deemed to have been given or made and received upon delivery of same or on the third 18 business day following the mailing of same, as the case may be. Each party may, by notice in writing to the others from time to time, designate an alternative address in Canada to which notices given more than ten (10) days thereafter • shall be addressed. (b) Notwithstanding the foregoing, any notice, delivery, payment or tender of money or document(s)to be given or made to any party hereunder during any disruption in the service of the Canada Post Office shall be deemed to have been received only if delivered personally or sent by prepaid courier. .4 Number, Gender, Effect of Headings Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders, and words importing persons shall include firms and corporations and vice versa. The division of this Lease into Articles and Sections and the insertion of headings are for convenience of reference only, and shall not affect the construction or interpretation of this Lease. .5 Severability, Subdivision Control If any Article or Section or part or parts of an Article or Section in this Lease is or is held to be illegal or unenforceable, it or they shall be considered separate and severable from • the Lease and the remaining provisions of this Lease shall remain in full force and effect and shall be binding on the Landlord and the Tenant as though such Article or Section or part or parts thereof had never been included in this Lease. It is an express condition of this Lease that the subdivision control provisions of the applicable provincial legislation be complied with, if necessary. If such compliance is necessary, the Tenant covenants and agrees to diligently proceed, at its own expense, to obtain the required consent, and the Landlord agrees to cooperate with the Tenant in bringing such application. .6 Entire Agreement There are no covenants, representations, warranties, agreements or other conditions expressed or implied, collateral or otherwise, forming part of or in any way affecting or relating to this Lease, save as expressly set out or incorporated by reference herein, and this Lease constitutes the entire agreement duly executed by the parties, and no amendment, variation or change to this Lease shall be binding unless the same shall be in writing and signed by the parties. .7 Successors and Assigns The rights and liabilities of the parties shall enure to the benefit of their respective heirs, executors, administrators, successors and assigns, subject to any requirement for • consent by the Landlord hereunder. .8 Confidentiality and Personal Information (a) The contents, terms and conditions of this Lease shall be kept strictly confidential by the Tenant. The Tenant shall not, under any circumstances, discuss or reveal the details of this Lease with any arm's-length parties including, but not limited to, 19 any prospective tenants, real estate agents or others, except the Tenant's legal, financial advisors, any bona fide Transferee, Ministry of Health, and except as may be required by law. • (b) Any Tenant that is an individual person consents to the collection and use of their personal information, as provided directly or collected from third parties, for the purposes of the Landlord considering the Tenant's offer in respect of this Lease and determining the suitability of the Tenant (both initially and on an on-going basis), including the disclosure of such information to existing and potential lenders, investors and purchasers. (c) The Municipality is subject to the Municipal Freedom of Information and Protection of Privacy Act and may be required to release information on the Lease pursuant to this statute. IN WITNESS WHEREOF the parties have caused this agreement to be executed by their respective officers duly authorized. LANDLORD THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE • per ' La - -_ r, a or per: I Murray Clarke, Chief Administrative Officer We have authority to bind the Corpor. ',n TENANT KINCARDI LY HEALT TEA per: Dr. A. Wiebe Chair, Board of Directors I have authority to bind the Corporation • 20 • sociupte 'A' Fr-epn't5e5 • GENERAL NOTES: NURSE PRACTITIONER m,..... .,.........m............`"."'..""."""...,,..., '�, SOILED OFFICE&EXAM ROOM ��..,�A=• r.� 1 CLEAN ROOM - ....�.. s..u....s ROOM. ,.,.... .. ..,>....,.........>..�.... ' • iMEDS. .w... .u....m....,e",e,.ae0.,..R,.�.G..2a........Rs 7� - ....... ._ AUTO- µ�I � /fie CAVE z....,..,.cc....e.m�w.,w.m..,w.e..A..«wn a,..e..,�., ..' 17�� / UNEXCAVATED -REGISTERED , j_.Wt% i�-''',, NURSE IH ._ .mR �,....e,.b...m..,..,.v,.a...,e.,..LL a • ADMIN/ '10'. ., .._. _._.. -.. RECEPTION ' ot _ �� (STERE i /% .. .... . f _._ _. 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