HomeMy WebLinkAbout13 134 McKechnie Pharmacy Ltd. Lease Agreement (2013) By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
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BY -LAW
NO. 2013 - 134
BEING A BY -LAW TO AUTHORIZE THE SIGNING OF A LEASE AGREEMENT
WITH MCKECHNIE PHARMACY LTD. FOR RENTAL SPACE IN THE
KINCARDINE COMMUNITY MEDICAL CENTRE
WHEREAS Sections 8 (1) and 9 of the Municipal Act, 2001, S.O. 2001, c. 25, as
• amended, provide that the powers of a municipality under this or any other Act
shall be interpreted broadly so as to confer broad authority on the municipality to
enable the municipality to govern its affairs as it considers appropriate and to
enhance the municipality's ability to respond to municipal issues and has the
capacity, rights, powers and privileges of a natural person for the purpose of
exercising its authority under this or any other Act;
AND WHEREAS the Council of The Corporation of the Municipality of Kincardine
deems it advisable to enter into a lease agreement with McKechnie Pharmacy
Ltd. in consideration of the rents, covenants and obligations stipulated therein;
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 lease
agreement with McKechnie Pharmacy Ltd., for the rental of space at the
Kincardine Community Medical Centre, 44 Queen Street, Municipality of
Kincardine, in consideration of rents, covenants and obligations more
particularly described in the Lease Agreement attached as Schedule `A'.
2. That the Mayor and Chief Administrative Officer be authorized and directed
to execute, on behalf of The Corporation of the Municipality of Kincardine,
the Lease Agreement with McKechnie Pharmacy Ltd., attached to this by-
law as Schedule "A ".
3. That this by -law shall come into full force and effect upon its final passage.
4. That this by -law may be cited as the "McKechnie Pharmacy Ltd. Lease
Agreement (2013) By -law ".
READ FIRST and S -OND time this 16 day of October, 2013.
AIM ■ So. fvue_cl
4 Mayor Clerk
READ .THIRD tim- . nd F NALLY PASSED this 16 day of October, 2013.
• 1 01(k -
ayor Clerk
This is Schedule to By -Law
No. °i 3- i 34. passed the to day
of Wo ter 201
KINCARDINE COMMUNITY MEDICAL CENTRE
THIS LEASE made as of the M to day of OdTobe( , 2013
BETWEEN:
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
(hereinafter called the "Landlord ")
- and -
McKECHNIE PHARMACY LTD.
(hereinafter called the "Tenant ")
WHEREAS the Landlord has constructed the Kincardine Community Medical Centre (the
"KCMC ") for the purposes of attracting qualified medical practitioners to its community and
to provide such practitioners with a modern facility from which to operate their medical
practices;
AND WHEREAS the Tenant is a corporation in good standing that is in the pharmacy
business of selling retail products to the public that wishes to rent space in the KCMC.
NOW THEREFORE for Two Dollars ($2.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Landlord and the
Tenant agree as follows:
TERMS OF LEASE
Premises
1.1 In consideration of the rents, covenants and agreements of the Tenant to be paid,
observed and performed, the Landlord hereby leases to the Tenant the lower level
of the KCMC known as 44 Queen Street, Kincardine and being approximately one
thousand, eight hundred and forty (1,840) square feet (the "Premises "), together
with a right in common with other tenants to utilize the walkways, stairs, corridors,
lobbies, washrooms and other common areas forming part of the KCMC (the
"Common Areas ") for purposes associated with and ancillary to the Tenant's
occupancy of the Premises, all as outlined on Schedule "A" attached hereto and
forming part of this Agreement.
Nature of Right
1.2 The Tenant is hereby granted the exclusive use and enjoyment of the Premises for
the term herein. In addition, the Tenant is hereby granted the use and enjoyment of
the Common Areas for the term herein in conjunction with such other persons as
the Landlord may now or hereinafter determine in its sole discretion may enjoy the
right to use the Common Areas, all subject to reasonable limits as established by
the Landlord.
Term
1.3 The Tenant is entitled hereby to have and to hold the Premises for and during the
term of ten (10) years to be computed from and inclusive of the 24 day of October,
2013, and to be completed and ended on the 24 day of October, 2023.
Overholding Tenant
1.4 If the Tenant continues to occupy the Premises after the termination of this
Agreement, with the consent of the Landlord and without any further written
agreement, the Tenant shall be a yearly tenant.
Renewal
1.5 In the event that the Tenant is not in breach of this Agreement, the Tenant shall
have the right to renew the term hereof for an additional ten (10) years upon giving
the Landlord not less than three (3) months' prior notice thereof. The renewal shall
be on the same terms and conditions set out herein save and except with respect to
the annual rent, which shall be set at an amount to be mutually agreed upon by the
Landlord and Tenant.
Rights of Termination
1.6 The Landlord and tenant shall have the right to terminate this Agreement, subject to
a mutual agreement by both parties.
Rent
1.7 For the first year of the lease term, the Tenant shall pay unto the Landlord the
sum of twenty -four dollars and five cents per square foot per annum
($24.25 /ft2 /year), payable in advance in equal monthly instalments of three
thousand, seven hundred and eighteen dollars and thirty -two cent ($3,718.32).
For the remaining nine (9) years of the lease term, the Tenant shall pay unto the
Landlord, in equal monthly instalments, a sum which is equal to yearly amount of
rent paid by the Tenant in the immediately preceding year, adjusted to reflect the
change in the Consumer Price Index (CPI) for that year. In all cases, the
monthly rental payments shall be made on or in advance of the first day of the
respective month for which they are owing. If the term of this lease is extended
or the Tenant remains in occupancy of the Premises in accordance with section
1.4 of this Agreement, the parties shall negotiate a monthly rent. The rent shall
be subject to HST. Please note that in the event that utility cost exceeds a 4%
increase on a yearly basis, the difference shall be recoverable from the tenant.
(Note this shall be calculated on a proportional basis including all other tenants)
COVENANTS OF THE TENANT
The Tenant hereby agrees to fully and faithfully comply with all of the covenants of the
Tenant as set out below:
Pay rent
2.1 To pay rent in a timely manner in accordance with the provisions of this Agreement.
Use of Premises and Special Uses with Landlord Permission
2.2 The Premises shall be used only for the purposes of conducting a pharmacy and
shall not be utilized for any other purpose or purposes without the express consent
of the Landlord in writing. The Tenant shall be responsible for the furnishing and
maintenance of the Premises.
Expenses of Tenant's Activities
2.3 To pay all taxes, rates, charges and licences whatsoever now or hereafter charged
or levied in respect of any personal property, fixtures, business or other activity of
the Tenant carried out upon or in connection with the Premises.
Landlord's Access
2.4 To permit the Landlord and its agents at all reasonable times to enter the Premises
for the purpose of showing the Premises or to inspect the condition thereof,
providing that the tenant is present.
Return of Premises on termination
2.5 The Tenant shall, at the determination of the term unless otherwise arranged with
the Landlord, peacefully surrender the Premises unto the Landlord in good and
substantial repair and condition, reasonable wear and tear excepted.
Comply with all Laws
2.6 The Tenant shall comply with the requirements of all applicable laws, by -laws,
regulations and orders at any time in force during the term hereof and affecting the
condition, equipment, maintenance, use or occupation of the Premises.
Insurance and Indemnity
2.7 The Tenant shall throughout the term of this Agreement provide and keep in force
general liability insurance in an amount, not Tess than one million ($1,000,000.00)
dollars in a form and content that is satisfactory to the Landlord and shall provide
the Landlord with proof thereof. Further, the Tenant shall name the Landlord as an
additional insured in respect of damages occasioned to the Premises or loss or
expenses incurred by the Landlord, arising by virtue of the Tenant's use of the
Premises or arising by virtue of the Tenant's obligations pursuant to this Agreement.
2.8 The Tenant hereby agrees to indemnify and hold harmless the Landlord against any
and all liability, claims, actions, damages or expenses (including legal expenses)
and without limiting the generality of the foregoing, all claims for personal injury,
death and /or property damage caused by any act or omission of the Tenant, those
for whom it is responsible at law or its contractors, subcontractors or invitees arising
from the use by the Tenant of the Premises or from the exercise by the Tenant of
any rights granted pursuant to this Agreement.
Waste
2.9 The Tenant shall not do or permit any waste, damage, or injury to the Premises or
the fixtures and equipment thereof and shall take every reasonable precaution to
protect the Premises from danger of fire, vandalism, water damage or the elements.
Assignment
2.10 The Tenant shall not transfer, assign, sub - lease, encumber or in any way deal with
or part with the whole or any part of the said Premises to anyone during any part of
the term without written consent first being obtained from the Landlord.
Right of re -entry
2.11 The Tenant hereby agrees that the Landlord may re -enter the Premises upon non-
payment of rent or non - performance of covenants, subject to the provisions of this
Agreement.
Liens
2.12 The Tenant hereby indemnifies the Landlord against all liability, claim, damages or
expenses (including legal expenses) arising from any claim made for liens
respecting work done by or on behalf of the Tenant relating to the Premises and the
Tenant shall cause all registration of claims for liens and /or certificates of action
under the Construction Lien Act to be discharged or vacated as the case may be
within fifteen (15) days after receipt of notice thereof from the Landlord.
Insolvency or Abandonment
2.13 If the Tenant makes assignment for the benefit of creditors or takes the benefit of
any Act for bankrupt or insolvent debtors, or if a receiving order is made against the
Tenant, or an order is made for the winding up of the Tenant, or if the Premises
shall become and remain vacant for a period of twenty (20) days, or be used by any
other persons than such as are entitled to use them under the terms of this
Agreement, then the Landlord may re -enter and take possession of the Premises
and, upon immediate notice, terminate this Agreement.
Remedies of the Landlord
2.14 If the Tenant fails to perform or observe any covenants herein, which failure
continues for fifteen (15) days after the Tenant's receipt of written notice thereof, the
Landlord shall have the following remedies, which are cumulative and not in the
alternative and which are without prejudice to any other rights or remedies it may
have:
(a) The Landlord may enter the Premises and perform the Tenant's obligation on
behalf of the Tenant, without liability for any loss or damage to the Tenant's
goods, chattels or business caused in so doing. Any reasonable expenses
incurred by the Landlord thereby shall be paid by the Tenant forthwith and
shall be recoverable in the same manner as rent; and
(b) The Landlord may by written notice terminate this Agreement, in which case
rent and any other payments for which the Tenant is liable shall be
apportioned and paid in full to the date of termination, together with the
expenses of the Landlord attributable to the termination, and the Tenant shall
immediately deliver up possession of the Premises.
COVENANTS OF THE LANDLORD
The Landlord hereby agrees to fully and faithfully comply with all of the covenants of the
Landlord which are set out below:
Quiet enjoyment
3.1 Provided the Tenant performs all its covenants in this Agreement, the Tenant shall
have quiet enjoyment of the Premises.
Insurance
3.2 The Landlord shall insure the Premises against such perils and in such amount is
necessary, in the opinion of the Landlord, to protect the Landlord's interests in the
Premises.
Damage or destruction
3.3 If the Premises are damaged by fire or other casualty, the rent shall abate until the
Premises is repaired to the Landlord's satisfaction; provided, however, that the
Landlord may determine in its sole discretion not to repair the Premises and may
terminate this Agreement on written notice given within 45 days after the occurrence
of such damage.
Electrical Facilities
3.4 The Landlord shall be responsible for the cost of supplying the Premises with
electric power.
Supply of Water /Sewer Services
3.5 The Landlord shall be responsible for the cost of water and sewer charges supplied
to the Premises.
Supply of Heating
3.6 The Landlord shall at its sole expense supply adequate heat and air conditioning to
the Premises.
Elevator
3.7 The Landlord shall install and maintain an elevator in the KCMC.
REPAIR AND MAINTENANCE OBLIGATIONS
Repair, Maintenance and Replacement of Capital Items
4.1 The Tenant shall at all times and at its own cost and expense maintain and repair
the interior of the Premises to standards acceptable to the Landlord, including;
- all minor repairs less than $100.00 in nature,
- cleaning the floors, walls and windows,
- repairs to plumbing fixtures,
- replacement of light bulbs,
- repainting the walls should this be required by the Tenant, upon obtaining the
Landlord's
approval therefor, and
- placing refuse and litter in containers for disposal in accordance with the
Landlord's
standards.
4.2 The Landlord shall at all times and at its own cost and expense maintain, repair and
replace the following capital aspects of the Premises to standards acceptable to the
Landlord, including;
- all major repairs greater than $100.00 in nature,
- repairing and replacing the roof,
- repairing and maintaining the exterior facade of the building,
- replacing its plumbing, heating, water and ventilation systems and major repairs
thereto,
- replacement of broken windows.
Groundskeepinq
4.3 The Landlord shall maintain and repair the grounds forming part of the KCMG to
standards acceptable to the Landlord, including;
- pruning and removal of trees and shrubs, except that no live tree or shrub shall be
removed by the Tenant without the prior approval of the Landlord,
- cutting the grass,
- watering the landscaping, and
- picking up leaves, waste and other debris and disposing of them in accordance
with the Landlord's procedures for such debris.
Snow Removal
4.4 In the event that the South Bruce Grey Health Centre agrees to conduct the snow
removal, the Municipality agrees to the change. In the event that the South Bruce
Grey Health Centre does not conduct snow removal for the building sidewalks, then
the tenant shall be responsible for a proportionate share, together with the other
tenants.
Tenant's Obligation to Advise Landlord
4.5 The Tenant shall report all damage and all conditions which might create a hazard
to users of the Premises as soon as possible to the Landlord.
Waiver of Responsibility for Loss
4.6 The Landlord shall not be responsible for loss or damages arising from its
obligations in this Agreement respecting repair, maintenance or replacement in
relation to the Premises.
Notice of Repairs and Maintenance Required of the Tenant
4.7 Where inspection reveals that repairs or maintenance are required to be performed
by the Tenant, the Landlord shall give notice in writing and the Tenant will, within
fifteen (15) days thereof, commence making and diligently complete such repairs or
maintenance, failing which the Landlord may enter and perform the repairs or
maintenance at the Tenant's expense. In this regard, the Landlord shall take such
measures as are reasonable in its opinion to minimize disruption to the Tenant's
activities, but shall not be responsible for Toss or harm occasioned thereby.
Access for Repairs, Maintenance and Replacement Required of the Landlord
4.8 Where maintenance or replacement is required to be performed by the Landlord,
the Landlord may enter at all reasonable times to perform the repairs or
maintenance. The Landlord shall take such measures in this regard as are
reasonable in its opinion to minimize disruption to the Tenant's activities, but shall
not be responsible for loss or harm occasioned thereby.
ACCESS
Access
5.1 In addition to the rights granted in this Agreement, the Tenant and its invitees shall
have a right in the nature of a licence, together with other persons from time to time
entitled thereto, to use the Common Areas and to use such driveways and laneways
as may be required to access the KCMC and the Premises in conjunction with the
permitted uses of the Premises by the Tenant.
SIGNS AND IMPROVEMENTS
Signs, Flags and Fixtures
6.1 The Tenant shall not erect on, fix or fasten to the Premises any sign, antenna or
fixture of any kind whatsoever without advance written permission from the
Landlord. The Landlord acknowledges that the Tenant shall be permitted to erect a
sign notifying the public of the Tenant's presence at the KCMC, in accordance with
any applicable laws or municipal by -laws and with the prior written approval of the
Landlord.
Alterations by the Tenant
6.2 The Tenant shall not make any installation, alteration, addition or improvement to
the Premises without first obtaining the Landlord's approval in writing, which
approval shall be in the Landlord's sole discretion. Any such works shall be subject
to all provisions of this Agreement.
Dealing with Improvements on Termination
6.3 Upon termination of this Agreement, the Tenant shall surrender the Premises
together with all installations, alterations, additions, fixtures or anything in the nature
of a leasehold improvement made thereon. Notwithstanding the forgoing, upon
termination, the Landlord may require the Tenant to remove its installations,
alterations, additions, fixtures, or anything in the nature of a leasehold improvement
and to make good any damage caused to the demised Premises by such
installation or removal.
No Landlord Obligation to Repair
6.4 The Landlord shall be under no obligation to repair or maintain any installations,
alterations, additions, fixtures of the Tenant or anything in the nature of a leasehold
improvement.
Landlord Right to Reconstruct
6.5 Should the Landlord determine in its sole discretion to renovate or reconstruct the
KCMC, the Common Areas or the Premises, the Tenant agrees to provide the
Landlord and its agents with access to the Premises for the purpose of such work
and for all purposes necessary or incidental thereto. The Landlord shall take such
steps as it deems necessary to minimize disruption to the activities of the Tenant
during the renovation or reconstruction. The Landlord shall not be responsible for
claims for Toss or damages arising from such renovation or reconstruction.
GENERAL PROVISIONS
Priority of Head Lease
7.1. The Tenant acknowledges that the Landlord leases the KCMC through a Tong -term
lease from the South Bruce Grey Health Centre (the "Head Lease "). The Tenant
further acknowledges that the Head Lease was approved by Municipality of
Kincardine By -law No. 2003 -18 and runs for a 100 year term, commencing in
February, 2003. In the event that the Head Lease is terminated for any reason, the
Tenant's rights under this Agreement shall also be terminated and in such an event
the Tenant shall indemnify and hold the Landlord harmless in accordance with
section 2.8 of this Agreement.
The terms and conditions of the Head Lease shall have priority over the terms of
this Lease.
Notices
7.2 The Landlord's representative for administration of this Agreement and all decisions
related thereto is set forth herein. All notice given or required to be given under this
Agreement shall be in writing, signed by the party giving notice and personally
delivered or transmitted by facsimile transmission to the Landlord at: Municipal
Administration Centre, 1475 Concession 5, R.R. #5, Kincardine, Ontario, Attention:
Murray Clarke, Fax No.: (519) 396 -8288;
and to the Tenant at 44 Queen Street, Kincardine, Ontario; Fax No.: (519) 396-
9576.
Any notice or document so given shall be deemed to have been received on the
date of personal delivery or on the next business day if transmitted by facsimile
transmission. Any party may from time to time by notice given as provided above
change its address for the purposes of this clause.
No waiver of default
7.3 No condoning or delay by the Landlord in respect of any default, breach or non-
observance by the Tenant of any covenant in this Agreement operates as a waiver
of the Landlord's rights under this Agreement.
Entire agreement
7.4 There are no covenants, representations, warranties, agreements or conditions,
express or implied, collateral or otherwise, forming part of or in any way affecting
this Agreement.
Registration
7.5 The Tenant shall not register this Agreement or any notice thereof except with the
Landlord's permission and in a form which is acceptable to the solicitors for the
Landlord.
Severability
7.6 If any clause or parts thereof in this Agreement are determined to be unenforceable,
they shall be considered separate and severable from the Agreement and the
remaining provisions of the Agreement shall remain in full force and effect.
Successors
7.7 This Agreement shall be binding upon and enure to the benefit of the parties hereto
and their heirs, successors and permitted assigns (as limited by the provisions of
this Agreement).
IN WITNESS WHEREOF the parties hereto have executed this indenture by their personal
hands or by the hands of their proper signing officers duly authorized in that regard.
THE CORPORATION OF THE
MU ICIPALIT • F CARDINE
W, -
Larry rr er Mayor
Murray Clarke, CAO
McKECHNIE PHARMACY LTD.
Name: µ:A 0" °
Title: b,„,, ,t7 /tres,J
c/s
Name: 0,1114 t''C I 7=e
Title: i r�
I/We have authority to bind the Corporation.
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