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2014-019 Lease Agreement with Huronia Nurse Practitioner Led ClinicThe Corporation of the Township of Oro - Medonte By -Law No. 2014 -019 A By -law to Authorize the Execution of a Lease Agreement Between The Corporation of the Township of Oro - Medonte and the Huronia Nurse Practitioner — Led Clinic From March 1, 2014 to February 28, 2019 and to Repeal By -Law Nos. 2011 -129 and 2011 -147 Whereas Section 5(3) of the Municipal Act, 2001, S.O. 2001, c.25, as amended, provides that a municipal power, including a municipalitiy's capacity, rights, powers and privileges under Section 9, shall be exercised by by -law unless the municipality is specifically authorized to do otherwise. And Whereas Section 9 of the Municipal Act, 2001, S.O. 2001, c.25, as amended, provides that 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 Section 224 of the Municipal Act, 2001, S.O. 2001, c.25, as amended, provides that it is the role of Council to ensure that administrative practices and procedures are in place to implement the decisions of Council. And Whereas Council deems expedient to enter into a lease conditional upon execution by the HNP -LC Board of Directors per Motion No. C140205 -4 at its February 5, 2014 Council meeting. Now Therefore the Council of the Township of Oro - Medonte hereby enacts as follows: 1. That the Mayor be authorized to execute the Lease, attached hereto as Schedule "A" and forming part of this by -law; 2. That By -law Nos. 2011 -129 and 2011 -147 are hereby repealed in their entirety; 3. And That this by -law shall take effect on March 1, 2014. By -Law Read a First, Second and Third time, and Passed this 12th day of February, 2014. The CNporatjpn of the Township of Oro - Medonte hes rk,/J. Doadlas Irwin THIS LEASE Made this- day of February, 2014 IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT BETWEEN: THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE, a municipal corporation incorporated under the laws of the Province of Ontario hereinafter called the "Landlord ", - and HURONIA NURSE PRACTITIONER — LED CLINIC, a corporation incorporated without share capital under the laws of the Province of Ontario hereinafter called the "Tenant ", WHEREAS the Landlord is the owner of the property (the "Property ") municipally known as 3331 4t" Line North, Oro in the Township of Oro - Medonte, County of Simcoe, upon which Property is situate an office building (the "Building ") consisting of approximately 6,864 square feet; AND WHEREAS the Tenant has agreed to lease from the Landlord and the Landlord has agreed to lease to the Tenant on a portion of the building consisting of about 6,119 square feet, as shown on Schedule "A" hereto (the "Premises ") according to the terms, conditions and covenants hereinafter set forth; NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. DEFINITIONS The parties hereto agree that when used in this Lease or in any Schedule attached to this Lease the following words or expressions have the meaning hereinafter set forth: (a) "Additional Rent" means any and all sums of money or charges required to be paid by the Tenant under this Lease (except Rent) whether or not the same are designated "Additional Rent" and shall include the Tenant's proportionate share of the following (i) All Municipal Taxes, rents, levies, local improvement levies, business taxes and rates to the extent applicable, owing in respect of the Premises; (ii) All Insurance premiums relating to the building maintained by the Landlord; (iii) All utility services relating to the Premises including hydro, gas and water; (iv) All services supplied to the Premises including removal of non - hazardous garbage, snow plowing, gardening, landscaping, parking lot sanding and grass cutting, but excluding all building maintenance and repairs performed by the Landlord, its servants or agents. (v) Specific building alterations requested and approved by the landlord and administered by the owner. At the commencement of the Lease, Additional Rent is estimated by the Landlord to be $6.30 per square foot per annum. (b) "Proportionate Share" means the area of the Premises expressed as a percentage of the entire rentable area of the Building. (c) "Rent" has the meaning ascribed thereto in section 4, below. (d) "Taxes" means all taxes, rates, duties, levies and assessments whatsoever whether Municipal, Provincial, Federal or otherwise charged upon the Property or the Premises by any competent assessing or taxing authority and upon the Landlord on account thereof including all taxes, rates, duties, levies and assessments for local improvements but excluding such taxes as income taxes assessed upon the income of the Landlord and Capital Tax. (e) "Term" has the meaning ascribed thereto in section 3, below. (f) Schedules "A" and "B" shall form part of the Lease. 2. DEMISE The Landlord does hereby lease unto the Tenant the Premises for the Term, at the Rents, subject to the covenants and under the terms and conditions hereinafter set forth. 3. TERM (a) The Term of the Lease shall be for a period of five (5) years computed from the 1st day of March, 2014 until the 28th day of February, 2019. (b) The Tenant shall have the right to remain in the Premises at the end of the Term, on a monthly tenancy, on the same terms and conditions and Rent as the Initial Term, upon providing three (3) months' written notice to the Landlord of its intention to stay in the Premises; then the Landlord or the Tenant may terminate the resulting monthly tenancy on notice of at least one month. (c) The tenant shall have the right to terminate this lease in the event the Ministry of Health and Long Term Care terminates or reduces funding for the Tenant to the extent that the Tenant is unable to meet its obligations under this Lease with three (3) months written notice. 4. RENT (a) Subject to Section 4(b), the Tenant shall pay Rent for the Premises during the Term hereof to the Landlord as follows: RENT/ COMMENCING TO ANNUAL MONTHLY HST DUE SQ.FT RENT RENT MONTHLY 5,000 Mar. 1/14 Feb. 28/19 $70,000 $5,833.33 $758.33 6,591.66 of lawful money of Canada payable in advance in equal monthly installments on the first day of each and every month during the term to the Landlord or to such appointee as the Landlord may from time to time designate in writing, the first of such monthly installments to be made on the 1st day of March, 2014 and the last of such equal monthly installments to become due and be paid on the 1st day of February, 2019 provided that the Rent shall be a function of the annual rate of Fourteen Dollars ($14.00) per square foot of Premises. The square footage is conclusively determined by engineer's drawings attached as Schedule "A ". (b) At the commencement of the term, the Tenant shall pay to the Landlord Rent, Additional Rent as herein provided and an Administration Fee, all plus HST, in the amount of $10,512.18 calculated as follows: Rent: $5,833.33 Additional Rent 3,212.48 Administration Fee (8 %) 257.00 HST 1,209.37 Total $10,512.18 (c) The Tenant shall pay Rent every month by post -dated cheques. (d) The Rent must be received by the first day of each and every month for the term of the lease, failing which a $50.00 administration fee per late payment or cheque returned by the bank for any reason will be automatically charged, which charge is in addition to any other remedies which the Landlord has under the lease. (e) Interest at the rate of fifteen percent (15 %) per annum shall be charged on all Rents, Additional Rents or other monies not paid to the Landlord by the Tenant as required herein when due. (f) The Tenant shall be responsible for payment of HST (as applicable from time to time) throughout the Term of this Lease and any renewal (the "Applicable Taxes "). Such Applicable Taxes shall be considered rent reserved under the terms of this Lease and failure to pay the same shall entitle the Landlord to exercise the same rights and remedies as for default in payment of the basic rent payable pursuant to Paragraph 4(a) above. The Landlord warrants that it is a Registrant under the Act and that its Registration Number is 140229592RT0001. 5. TENANTS COVENANTS The Tenant covenants with the Landlord as follows: (a) To pay Rent. (b) To pay business taxes and all governmental taxes, rates and assessments levied against the premises or against the Landlord in respect of the Tenant's occupancy of the premises hereby demised for each month of the Term. (c) To pay as Additional Rent in each and every year during the Term by monthly installments estimated by the Landlord representing 1/12 of the charges reasonably anticipated by the Landlord to be paid for items to be reimbursed by the Tenant under the Lease, including those charges due under Paragraph 1(a) plus applicable H.S.T. It is understood and agreed between the parties hereto that included as Additional Rent shall be a sum equivalent to eight percent (8 %) of the total of the aforementioned expenses representing an administration charge payable to the Landlord for the management of the Building. In each year, the Landlord shall estimate the Additional Rent and one - twelfth (1/12) of same shall be payable on the first day of each and every month of the rental year byway of post -dated cheques. At the end of each calendar year, the Landlord shall supply to the Tenant a statement showing the costs of operation of the Building, a Proportionate Share of which are payable by the Tenant pursuant to this Lease. If such calculation shows that the Tenant's Proportionate Share of such costs as being greater or lesser than the amount that has been paid by the Tenant during the preceding year, then the appropriate adjustments will be made between the parties within thirty (30) days of the date of such statement. (d) Subject to Paragraph 21(i), to see to the removal of snow and ice from walkways and provide its own janitorial service to the Premises. (e) To heat the Premises in a reasonable manner at its own expense using the heating equipment supplied by the Landlord. The Landlord shall be responsible for the cost of maintaining and keeping the said equipment in good repair at its own expense. (f) To keep repaired the Premises as would a true owner, subject to the obligations of the Landlord in the Landlord's covenant to repair as hereinafter set forth, reasonable wear and tear and damage by structural defects, or fire, lightning, tempest, acts of God, acts of the Queens' enemies, military or usurped power or other casualty against which the Landlord is insured only excepted. Provided that it shall be lawful for the Landlord and its agents, either alone or with workmen, servants, or others, and upon prior notice to the Tenant, at all reasonable times during the said Term to enter upon the Premises to examine the condition thereof. And provided further that all want of reparation that upon such view shall be found, and for the amendment of which notice in writing shall be given as provided below, the Tenant will, with reasonable diligence after such notice, well and sufficiently repair and make good accordingly, reasonable wear and tear and damage by structural defects, or fire, lightning, tempest, acts of God, Queen's enemies military or usurped power, or other casualty against which the Landlord is insured only excepted, and if the Tenant shall fail in making the necessary repairs in the manner hereinbefore described within a reasonable time for effecting such repairs following the said notice to do so, then it shall be lawful, upon prior written notice to the Tenant, for the Landlord and its agents, servants and employees to enter into and upon the Premises and have the same repaired in proper manner and to render the account for such repairs to the Tenant and the Landlord shall have the same remedies to enforce payment thereof as the Landlord has in respect of arrears of rent, other than the right of forfeiture. That all sums payable by the Tenant as Additional Rent shall be paid to the Landlord within ten (10) days of the Tenant receiving a detailed invoice from the Landlord. If the Tenant shall fail to pay the said account within ten (10) days, the Landlord, in addition to any other rights, shall have the same remedies and may take the same steps for the recovery of such sums as it might have or taken for the recovery of Rent in arrears under the terms of this Lease. (g) That in the event the Tenant fails to pay any of the costs or charges set out herein in addition to Rent, the Landlord may pay the same and shall be entitled to charge the sums so paid to the Tenant who shall then pay the Landlord forthwith on demand and the Landlord, in addition to any rights, shall have the same remedies and may take the same steps for the recovery of such sums as it might have or taken for the recovery of Rent in arrears under the terms of this Lease. 6. REPAIRS The Tenant further covenants with the Landlord as follows: (a) To maintain and repair the interior of the Premises in good order, except for reasonable wear and tear and damage as set out in subsection 5(g) and except for any repairs required to be done under this Lease by the Landlord. (b) That the Tenant will repair according to notice in writing, subject only to the exceptions set out in subsection 5(g) hereof. (c) That the Tenant will maintain and leave the Premises in good repair, subject only to the exceptions set out in subsection 5(g) hereof. 7. GOOD CONDITION The Tenant further covenants with the Landlord as follows: (a) To keep the sidewalks, passageways and driveways and other common areas about the Premises and Building clear of obstructions according to the by -laws and regulations of the local municipality. (b) That the Landlord may enter and view the state of repair upon reasonable notice. 8. USE OF PREMISES The Tenant further covenants with the Landlord as follows: (a) That the Tenant will not carry on or permit to be carried on any business upon the Premises that shall be deemed by the Landlord to be a nuisance or by which the Property, the Building or the Premises shall be injured or damaged or by which the cost of insurance upon the Property, Building or Premises shall be increased and shall use and occupy the Premises as a nurse practitioner's facility providing medical and health care services to the public. (b) That the Tenant will not keep or permit to be kept on the Premises any inflammable, dangerous or explosive substances, except when used in the Tenant's professional practice, and that it will not do or permit anything to be done on the said Premises or bring or keep anything therein which will conflict with any insurance for the Property or Building or any governmental regulation or by -law. (c) Tenant shall, at all times during the term of this Lease or any renewals thereof, carry out its business operations in compliance with all federal, provincial and municipal statutory. regulatory and administrative requirements and, in particular but without limiting the generality of the foregoing, the Tenant shall not allow any "contaminant" (within the meaning of the Environmental Protection Act (Ont.) (the "EPA ")) to be discharged in an amount, concentration or level in excess of any statutory, regulatory or administrative requirement or that causes or is likely to cause an "adverse effect" within the meaning of the EPA. In the event that a contaminant is discharged contrary to section 8(c) then the Tenant shall and it does hereby undertake and agree to take such remedial, restorative or reconstructive measures as may be necessary to retrieve and remove the "contaminant" and to restore the Premises or any other lands thereby contaminated, to its former state, all at the sole cost and expense of the Tenant and in full compliance with any and all regulatory authorities and the Tenant shall and it does hereby indemnify the Landlord together with the officers, directors and shareholders of the Landlord from and against any and all losses, liabilities, actions, causes of action, colour of right or any other obligation whatsoever arising out of the said discharge. This indemnity shall survive the termination of this Lease and the Landlord shall hold the benefits of this indemnity in trust for its beneficiaries who are not a party to this Lease. The Landlord shall comply with and take all reasonable steps to ensure that the Property and the operations of other tenants on the Property comply with environmental laws.' (d) That the Tenant will permit the Landlord and its agents to enter the Premises at all reasonable times during business hours on reasonable notice in writing in order to examine them, and to enter to make repairs, amendments and alterations necessitated by damage by fire, lightning, or tempest, without interrupting the Tenant's business any more than is reasonably necessary, and to exhibit the Premises to any prospective tenant and put upon them the usual notice "TO BE LET" during the three (3) months previous to the expiration of the Tenant's occupancy of the Premises which notice shall not be removed by the Tenant.: The provisions for notice required herein shall be waived by the Tenant in the case of emergency. (e) To permit prospective purchasers to inspect the Premises during business hours upon written notice to the Tenant, provided that such inspection shall not interfere with the orderly conduct of the Tenant's business. 9. ASSIGNMENT OR SUB - LETTING The Tenant covenants and agrees with the Landlord that it shall not assign, sublet, mortgage or encumber the Premises or any part thereof without the prior written consent of the Landlord, but such leave shall not be unreasonably withheld; provided however that in the event of any assignment or subletting of this Lease nothing contained therein shall be deemed to release the Tenant herein from any of the terms and conditions in this Lease or amendments thereto nor shall any assignment or subletting be further permitted without the consent in writing of the Landlord. The Tenant shall be responsible to all legal and other expenses of the Landlord relating to his consent herein. This prohibition against assigning or subletting shall be construed to include a prohibition against any assignment or sub - letting by operation of law. It is further understood and agreed that the use for which the premises would be used will be a critical factor considered prior to the Landlord giving his consent. In the event that the Tenant is a corporation then any change in control of more than 10% of the issued and outstanding capital stock of the Tenant shall be deemed to be a change in control of the Tenant and shall be deemed to be an assignment of this Lease. 10. WATER AND GAS DAMAGE (a) The Landlord shall not be liable for any damage to any property at any time upon the Premises arising from gas, steam, water, rain or snow, which may leak into, issue or flow from any part of the Building, or from the gas, water, steam or drainage pipes or plumbing works of the same or from any other place or quarter or for any damage caused by or attributable to the condition or arrangement of any electric or other wires in the Building. (b) The Tenant shall be liable for any damage done by reason of water being left running from the taps in the Premises or from gas permitted to escape therein. 11. HEALTH REQUIREMENTS In so far as the Tenant's use of the Premises is concerned, to comply with all by -laws, rules, regulations and provisions of any local, municipal, provincial or federal medical health officer and /or department, and in addition the Tenant shall immediately comply with the demands contained in any such request or notice. 12. ALTERATIONS The Tenant covenants with the Landlord not to make any alterations, additions or improvements to the Premises without first obtaining the written consent of the Landlord which said consent shall not be unreasonably withheld. If any such alterations, additions or improvements in the Premises are made necessary by reason of the said use or occupancy of the Premises by the Tenant, then the Tenant shall make all such alterations, additions or improvements to the Premises at its own expense, under the direction of the Landlord and to its satisfaction, and further that such alterations, additions or improvements shall comply with any and all Municipal, Provincial or Federal by -laws or regulations. On the termination of this lease, at the sole discretion of the Landlord, the Tenant, at its expense, shall restore the Premises to their original condition. 13. REMOVAL The Tenant covenants with the Landlord not to sell, dispose of or remove any of its goods, chattels, fixtures or equipment from the Premises unless and until all rentals and other charges hereunder due to the Landlord have been paid and satisfied in full. Any such removal of the Tenant's goods, chattels, fixtures and equipment shall not damage the Premises in any manner whatsoever, but if damages do occur the Tenant shall immediately repair such damage in a good and workmanlike manner. 14. SIGNS The Tenant may, at its own cost, erect signage in accordance with the Township's signage By -law 2010 -075 and the Landlord's rules as set out in Schedule "B" as amended from time to time. 15. SUBORDINATION OF LEASE This lease is subject and subordinate to any mortgage which may now or at any time hereafter affect the Property. If requested by the Landlord the Tenant shall execute any such instruments postponing this Lease or any renewal or amendment thereto in favour of such mortgage aforementioned. Provided that prior to any such subordination by the Tenant, the Landlord shall use its best efforts to obtain for the Tenant an agreement executed by the holder of any such mortgage or deed of trust in form satisfactory to the Tenant which provides that, so long as the Tenant shall observe all of the terms, covenants, conditions, agreements and provisos contained in the lease, the holder of any such mortgage or deed of trust shall not disturb the occupation and possession of the leased premises by the Tenant under this Lease. The Landlord shall reimburse the Tenant for any legal costs relating to the Tenant providing the documentation set out herein. 16. FIRE INSURANCE At the Tenant's expense, the Landlord shall insure, provide to the Tenant proof of such insurance and keep insured the Building for the full replacement cost thereof (excluding footings and foundations) without deduction for depreciation against destruction or damage by fire, Lightning, windstorm and hail, explosion, impact by aircraft or vehicle, civil commotion and riot, smoke, malicious damage and sprinkler leakage, and such additional perils, if any, against which buildings similarly situated are commonly insured under standard fire insurance policies with extended coverage endorsement. The Tenant shall not do or permit to be done, any act or thing, whereby the insurance coverage or any of them hereinbefore contemplated may be increased in premium or cancelled by the insurer or the Premises shall be rendered uninsurable and if by reason of the Tenant's occupancy or of any other act done or permitted by the Tenant, the said insurance coverage or any of them shall be increased in premium, then the Tenant shall be liable to pay all of such increases in premium with respect to the entire coverage and if the Premises shall be rendered uninsurable or if the said insurance coverage or any of them shall be cancelled and shall not be susceptible of being replaced then the Landlord after giving the Tenant at least ten (10) days within which to replace the insurance coverage or coverage, shall at its absolute discretion, have the right to determine that the term hereof has expired and in such event the Tenant shall deliver up possession of the Premises as if the Term of this Lease has expired. 17. LIABILITY INSURANCE (a) The Tenant covenants with the Landlord to provide the Landlord with a certificate of liability insurance covering the Landlord equally with the Tenant in respect of the Premises and its operations and products therein to the extent of not less than FIVE MILLION DOLLARS ($5,000,000.00), inclusive of all injuries or death to person and property damage arising from any one occurrence. The Tenant further covenants and agrees that during the whole of the Term, it will insure the Premises and the parties hereto against all loss or damage to the plate glass on the Premises, such insurance to be in an amount equal to the full replaceable value. In the event of failure by the Tenant to place said plate glass insurance, the Tenant shall be liable to the Landlord for all loss or damage to the plate glass on the Premises. (b) In the event that the Tenant shall fail to insure or keep the Premises insured as herein provided, the Landlord shall be free to effect such insurance and the cost of same shall be added to the Rent hereby reserved and the amount thereof shall be payable with the next ensuing monthly installment of Rent. All such insurance shall be carried in a company or companies reasonably satisfactory to the Landlord and evidence of the continuance of all insurance required hereunder shall be furnished to the Landlord at least fourteen (14) days before the expiration thereof. 18. WAIVER OF SUBROGATION Provided that the relevant insurance policy gives permission to the Landlord to grant this waiver without prejudice to the insurance coverage, the Landlord hereby waives all claims against the Tenant for any loss or damage caused by fire, explosion, or perils normally insured against by standard fire and extended coverage insurance policies regardless of the cause of such damage. The Tenant in executing this Lease with respect to this provision shall be deemed to be acting as agent or trustee on behalf of and for the benefit of persons who are or might be its servants or agents from time to time. In the event that the relevant insurance policy denies the above mentioned permission to waive subrogation, the Landlord covenants and agrees to have the Tenant added to the Master Fire Insurance Policy as a named co- Insured and to indemnify and save the Tenant harmless from and against any claim in the event that for any reason the Landlord fails to do so. 19. GARBAGE The Tenant shall not use any outside garbage or other containers, except those as supplied by the Landlord both as to number and location, or allow any ashes, refuse, garbage or other loose or objectionable material to accumulate in or about the Premises and not to store or cause to be stored outside of the Building any of its inventory, stock in trade or raw materials. For greater certainty, the Tenant shall not use the disposal facilities of the Landlord for the purpose of disposing of radioactive, active, toxic, ignitable, corrosive, pathologic or acidic waste or any bio- hazardous or toxic substance or any substance which is a "contaminant" within the meaning of the EPA. The Tenant shall be solely responsible for the removal off the premises and disposal of any radioactive, active, toxic, ignitable, corrosive, pathologic or acidic waste or any bio- hazardous or toxic substance or any substance which is a "contaminant" within the meaning of the EPA. 20. PLATE GLASS The Tenant shall repair or replace in case of damage all plate glass which is now or may hereafter be on the Premises. 21. LANDLORD'S COVENANTS The Landlord covenants with the Tenant as follows: (a) For quiet enjoyment. (b) To deliver to the Tenant, the Realty Tax Notice of Assessment and Realty Tax Assessment within ten (10) days of receipt of same if such Notice of Assessment are received by the Landlord. (c) To permit the Tenant and its patients, agents and employees to use all common areas of the Property which includes the existing parking area, with all other Tenants of the Building and their respective customers, servants, agents and employees. (d) To maintain, operate, repair, clean and preserve the common areas of the Property and Building in a first class and proper manner as a prudent owner and property manager would do and shall include maintenance of plumbing, electrical, wiring, HVAC, roof, exterior walls and doors, and parking area. (e) To make all necessary repairs to the Building arising out of structural defects or weaknesses therein or in the Landlord's Work. (f) Provided that the Landlord shall not be liable to the Tenant for any loss or damage due to the non - repair of items for which it is responsible under this Lease, provided that repairs to same are made within a reasonable time in the circumstances. (g) Landlord shall not be required to make any repairs whatsoever if the need for making the same arises out of the willful act or negligence of the Tenant, and the Tenant shall in such event be responsible for the making of such repairs. (h) When necessary, in keeping with the Township's service level standards, the initial daily removal of snow from walkways and entrances. All subsequent snow removal from walkways and entrances throughout the day is the responsibility of the Tenant. 22. INDEMNITY The Tenant agrees to and does hereby indemnify the Landlord against all manner of claims, damages, loss, costs, and charges whatsoever, suffered by the Landlord or its property, either directly or indirectly, in respect of any matter or thing arising from the Tenant's occupancy or use of the Premises or out of any operation in connection therewith except for the negligence of the Landlord or persons for whom it is responsible in law. 23. WAIVER The Tenant agrees to and it does hereby waive and renounce the benefit of any and all present or future Acts of the Legislature of Ontario or the Parliament of Canada or of any other law relating to exemptions for distress for Rent, and further that notwithstanding any such Act or law the Landlord may seize and sell all the Tenant's goods and chattels, or such part thereof as may be necessary for payment of Rent, costs, and expenses, as might have been seized and sold if such Act had not been passed or such law had not been in force and that upon any claim being made for exemption by the Tenant or on distress being made by the Landlord this covenant and agreement may be pleaded as an estoppel against the Tenant in any action brought to test the right to the levying upon any such goods as are stated by any Act or law to be exempt, and in case the Tenant leaves the premises when any Rent is owing and unpaid, the Landlord may seize and sell the- goods and chattels of the Tenant at any place to which the Tenant or any other person may have removed them, and whether they are on or off the Premises to a value not exceeding Five Thousand Dollars ($5,000.00). 24. BANKRUPTCY The Tenant and Landlord agree that in case the Tenant shall make an assignment for the benefit of creditors or, becoming bankrupt or insolvent, shall take the benefit of any Act that may be in force for the benefit of bankrupt or insolvent debtors, or if a receiving order in bankruptcy shall be made against the Tenant or if the term hereby granted be at any time seized or taken in execution, or in attachment, then if the Landlord so decides this Lease shall cease and the Term hereby created be at an end, everything herein to the contrary notwithstanding, and the full amount of the Rent for the current month and the next ensuing three (3) months shall immediately become due and payable and the Landlord may re -enter and take possession of the Premises. 25. PROVISON FOR RE -ENTRY (a) The Landlord shall have the right to re -enter the Premises in the event of default by the Tenant of any obligations set out in this Lease, including, but not limited to, default by the Tenant in payment of Rent or Additional Rent. This right of re- entry may be exercised by the Landlord only after the Landlord has given the Tenant written notice specifying the nature of the default complained of, and allow the Tenant in the case of non - payment of Rent or Additional Rent a period of five (5) days following the giving of such notice in which to rectify such nonpayment, or allow the Tenant, in the case of non - performance of other covenants, a period of fifteen (15) days or such longer period as may be reasonably necessary considering the nature of the default following the giving of such notice to rectify same if capable of rectification. (b) Provided that, on the Landlord becoming entitled to re -enter upon the Premises pursuant to the terms herein, the Landlord, in addition to all other rights, shall have the right with or without entry to terminate this Lease forthwith by written notice to the Tenant. 26. HOLDING OVER If the Tenant remains in possession of the Premises after the expiration of the Term of this Lease and the Landlord thereafter accepts Rent, no new agreement in respect thereto having been entered into between the parties hereto, the Tenant shall be a monthly Tenant of the Landlord on the Premises at a monthly rent of one twelfth of the annual Rent herein provided and otherwise upon the terms and conditions herein contained so far as they may be applicable to a monthly tenancy. The monthly tenancy may be terminated by either party on one (1) month's written notice. 27. DESTRUCTION OR DAMAGE TO PREMISES (a) If during the continuance of this Lease the Premises are totally destroyed by fire or the elements or are partially destroyed so as to render them wholly unfit for occupancy or if they shall be so badly damaged that they cannot be repaired with reasonable diligence within sixty (60) days of the happening of such damage then this Lease shall, at the option of the Landlord or Tenant, terminate from the date of such damage or destruction and the Tenant shall surrender the Premises and all interest therein to the Landlord and the Tenant shall pay Rent until the time of such damages or destruction and the Landlord may re -enter or repossess the Premises discharged of this Lease and may remove all persons therefrom. (b) The Landlord or Tenant shall have ten (10) business days from the date of such damage or destruction to give written notice to the Tenant that it is terminating the Lease, and the Tenant shall have fourteen (14) business days from receipt of such written notice to vacate and surrender the Premises. (c) If the Premises are partially destroyed by fire or the elements, and can be repaired with reasonable diligence within sixty (60) days from the happening of the said damage, but, if unfit for the carrying on therein of the Tenant's business, then the Landlord shall repair the Premises with all reasonable speed and neither Rent nor Additional Rent shall accrue while the repairs are being made, and if the Landlord shall not have completed the said repairs so as to make the Premises available for resumption of the Tenant's business within sixty (60) days from the date when the Premises were made available by the Tenant to the Landlord to proceed with such repairs, the Tenant may if it chooses surrender the Premises to the Landlord and this lease shall terminate from the date of such surrender. (d) If the Premises can be repaired within sixty (60) days as aforesaid, and if the damage is such that the said Premises are capable of being partially used for the purposes set forth herein, then until such repairs shall have been made to the extent of enabling the use of the damaged portion of the Premises, the Rent shall abate in the proportion that the part of the Premises rendered unfit for occupancy bears to the whole of the Premises and the amount of the abatement shall, in the event of the parties not being able to agree thereon, be determined by arbitration pursuant to the Arbitration Act (Ont.). (e) If the parties hereto are unable to agree upon whether or not the damage or destruction can be repaired within sixty (60) days, for the purpose of determining the rights of the parties under this paragraph that issue shall be determined by an independent architect selected by the parties hereto. If the parties hereto are unable to agree on a qualified architect within three (3) days after notice being given by the objecting party, then the parties agree to jointly apply within four (4) business days after the expiry of the said three (3) day notice to the President of the Royal Architectural Institute of Canada to select such an independent architect. The opinion of an independent architect or the architect chosen by the President of the R.A.I.C. as to the capability for use or fitness of the premises and the amount of damage done to the premises or any part thereof and the period of time in which the premises or any part thereof can be repaired shall be final and binding upon both of the parties. 28. LANDLORD MAY PAY AND CHARGE TENANT If the Tenant shall neglect or omit to pay any taxes, rates and assessments, water, gas and electric light rates, which it is required to pay under this Lease, or any of them the Landlord may pay them or any of them and charge such payments to the Tenant, who hereby covenants to pay and reimburse the Landlord forthwith; the Landlord shall have the same remedies and may take the same steps for the recovery of such payments as it would have for the recovery of Rent in arrears. 29. NO ABATEMENT OF RENT There shall be no abatement from or reduction of the Rent due hereunder, nor shall the Tenant be entitled to damages, losses, costs or disbursements from the Landlord during the term hereby created on, caused by or on account of fire, (except as above), water, sprinkler systems, partial or temporary failure or stoppage of heat, light, elevator, live steam or plumbing service in or to the Premises or building, whether due to acts of God, strikes, accidents the making of alterations, repairs, renewals, improvements, structural changes to the Premises or Building or the equipment or systems supplying the said service, or from any cause whatsoever; provided that the said failure or stoppage be remedied within a reasonable time. 30. NOTICE Any written notice provided for in this Lease shall be effectually given by registered mail or by hand addressed to the Landlord as follows: The Corporation of the Township of Oro - Medonte PO Box 100, 148 Line 7 South, Oro, 04, LOL 2X0: and to the Tenant: Huronia Nurse Practitioner — Led Clinic 33314th Line North, R.R. #1, Shanty Bay, ON LOL 21-0 Every such mailed notice shall be deemed to be given two days after the day it was so mailed. Either party may deliver to the other at the address mentioned above, a change of address which shall be deemed effective ten (10) days after it is mailed. 31. NET LEASE It is the intention of this Lease that the Rent including Additional Rental herein set forth shall be net to the Landlord and clear of all taxes, rates, charges, assessments or costs (except the Landlord's income taxes), arising from or relating to the Premises and that the Tenant shall pay all taxes, charges, rates, premiums, assessments, levies, impositions and expenses of every nature and kind related to the Premises except as aforesaid and except those costs and charges arising by virtue of any act or omission of the Landlord or any obligation of the Landlord hereunder, and the Tenant shall pay all of such expenses etc. as aforementioned of every nature and kind whatsoever relating to or incurred in respect of the Premises for any reason whatsoever and there shall be no reduction or abatement of the Rent or Additional Rent or amounts hereby reserved. 32. NO LIABILITY ON LANDLORD The Landlord shall not, in any event be liable (or responsible in any way) for any personal injury or death that may be suffered or sustained by or for any loss of or damage (or injury) to any property, including cars and contents thereof, belonging to, any employee, servant, agent, sub - lessee, licensee or invitee of the Tenant on the Premises no matter how caused, and in particular, and without restricting the generality of the foregoing, which may be caused or occasioned by steam, electricity, gas, fumes, vapour, water works water, rain water, other water, sleet, snow, ice, melted sleet or ice, which may leak, issue or flow from the Premises or from any part of the Building and appurtenances or which may leak, issue or flow into the Premises from any other part of the Building or from any water, steam, sprinkler or drainage pipe or plumbing works situate in the Building or the Premises or partly in one and partly in the other, or which may be caused or occasioned or attributable to the condition, arrangement or during the repair of any electrical or other wiring or caused or occasioned by snow or ice or other substances or obstructions on the sidewalks, driveways, road, streets and ground in (or about) or appurtenant to the Building or caused or occasioned by the defective condition or lack of repair or misrepair thereof or by any defect in any machinery or equipment in the Building or in the operation thereof by the Tenant or by any defects in or the misrepair or non - repair of the Premises or of the Building, and the Tenant shall indemnify the Landlord from and against all liabilities, claims, demands and causes of action of any nature or any expense for such injury, death, loss or damage as aforesaid, and maintain proper policies of insurance indemnifying the Landlord against damage or loss occasioned by the maintenance or operation of any steam or hot water boiler in the Premises in a reasonable amount. Provided, however, that nothing herein contained shall require the Tenant to indemnify the Landlord against any claims, demands or actions for damages arising out of the willful acts, negligence or misconduct of the Landlord, its officers, employees, servants or agents. 33. WAIVER OF BREACH The failure of the Landlord to insist upon a strict performance of any of the agreements, terms covenants and conditions hereof shall not be deemed a waiver of any rights or remedies that the Landlord may have and shall not 14e deemed a waiver of any subsequent breach or default in any of such agreements, terms, covenants and conditions. 34. ENUREMENT This Lease and anything herein contained shall extend to bind and enure to the benefit of the heirs, executors, administrators, successors and assigns of each of the parties hereto and all provisions herein shall be read with all grammatical changes necessary. All covenants herein contained shall be deemed joint and several and all rights and powers reserved to the Landlord may be exercised by either the Landlord or its agents or representatives. 35. GOVERNING LAW This Lease shall be construed according to and governed by the laws of the Province of Ontario and the laws of Canada applicable therein. If any of the provisions of this Lease be illegal or non - enforceable it or they shall be construed separate and severable from the other items of this Lease and its remaining provisions shall remain in full force and effect and shall be binding upon the parties hereto as though the said illegal or unenforceable provision or provisions had never been included. 36. TENANT'S ACKNOWLEDGMENT The Tenant covenants and agrees with the Landlord that it will if and whenever reasonably required by the Landlord and at the Landlord's expense consent to and become a part to any instrument relating to this Lease which may be required by or on behalf of any purchaser, bank or mortgagee from time to time of the Building. Provided always that the rights of the Tenant as hereinbefore set forth shall not be altered or varied by the terms of such instrument or document. 37. LIMITATION OF LANDLORD'S LIABILITY The term "Landlord" as used in this Lease so far as covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and include only the owner or owners at the time in question of the Building, and in the event of any transfer or transfers of ownership, the Landlord herein named, and in case of any subsequent transfers or conveyances, the then vendor or transferor, shall be automatically freed and relieved from and after the date of such transfer or conveyance, of all liability in respect of the performance of any covenants or obligations on the part of the Landlord contained in this Lease thereafter to be performed, provided that: (a) Any funds in the hands of such Landlord or the then vendor or transferor at the time of such transfer, in which the Tenant has an interest, shall be turned over to the purchaser or transferee and any amount then due and payable to the Tenant by the Landlord or the then Vendor or transferor under any provision of this lease, shall be paid to the Tenant; and (b) Upon any such transfer, the purchaser o assumed, subject to the limitations of this and conditions in this Lease contained Landlord; transferee shall be deemed to have paragraph all of the terms, covenants to be performed on the part of the It being intended hereby that the covenants and obligations contained in this Lease on the part of the Landlord shall, subject as aforesaid, be binding on the Landlord, its successors and assign, only during and in respect of their respective successive period of ownership. 38. LIENS If any Construction Liens or other Liens or Order for the payment of money shall be filed against the Property by reason, or arising out of any labour or material, work or service furnished to the Tenant or to anyone claiming through the Tenant, the Tenant shall, within fifteen (15) days after notice to the Tenant of the filing thereof, cause the same to be discharged by bonding, deposit, payment, Court Order or otherwise. The Tenant shall defend all suits to enforce such lien or Order whether against the Tenant or the Landlord at the Tenant's own expense. The Tenant hereby indemnified the Landlord against any expense or damage as a result of such lien or Order. 39. IMPOSSIBILITY OF PERFORMANCE It is understood and agreed that whenever and to the extent that the Landlord shall be unable to fulfill or shall be delayed or restricted in the fulfillment of any obligation hereunder in respect of the supply or provision of any service or utility or the doing of any work or the making of any repairs by reason of being unable to obtain the material, goods, equipment, service or labour required to enable it to fulfill such obligation, or by reason of any Statute, law or other Order in Council, or any regulation or Order passes or made pursuant thereto, or by reason of the Order or direction Of any Administrator, Comptroller, Board, Governmental Department or Officer, or other authority, or by reason of not being able to obtain any permission or authority required thereby, or by reason of any other cause beyond its control, whether of the foregoing character or not, the Landlord shall be relieved from the fulfillment of such obligations and the Tenant shall not be entitled to compensation for any inconvenience, nuisance or discomfort thereby occasioned. 40. PARKING During the term of this Lease (and any renewal) the Tenant, its patients, invitees and employees shall have the right (in common with the other occupants of the building) to park in the areas designated for such. 41. LEASE IS ENTIRE AGREEMENT (a) The Landlord and the Tenant acknowledge that this Lease and the Schedules hereto set forth the entire agreement between them with respect to the lease and occupation of the Premises. Any Offer to Lease or Agreement to Lease entered into by the Landlord and Tenant prior to the execution of this lease shall be deemed to have been merged and extinguished in this lease. 42. NO EARLY VACATING, ETC., BY TENANT (a) The Tenant shall not during the term vacate or desert the Premises either in whole or in part, either actually or constructively, nor will it during the Term cease to operate and conduct the business specified under the provisions of Section 8, except as expressly permitted by this Lease as noted in section 3c. (b) If the Tenant violates sub - section (a) of this section 43 the Landlord shall have, in addition to all other remedies provided under this Lease, rights as follows: (i) Installments of Rent and Additional Rent accruing due during the next ensuing three (3) months shall immediately become due and payable to the Landlord; (ii) The right to collect as Additional Rent the sum of TEN ($10.00) DOLLARS per day for each day the Tenant is in such violation; and (iii) The right to enter the Premises as agent of the Tenant either by force or otherwise without being liable for damages or for any prosecution therefore, and to re -let the Premises, either by way of sub -lease or assignment of this Lease, as agent of the tenant, and to receive the rent thereafter from the assignee or sub - lessee, as the case may be, as agent of the Tenant, and to take possession of any furniture or other property on the Premises belonging to the Tenant to a value not exceeding Five Thousand Dollars ($5,000.00) and sell same at a private or public sale without notice to the Tenant and apply the proceeds of such sale and any rent and other amounts derived from such assignment or sub - letting of the Premises upon account of the Rent and other amounts due and to become due from the Tenant to the Landlord, and the Tenant shall remain liable to the Landlord for any deficiency. 43. ARBITRATION In the event of any disagreement or dispute among any of the parties hereto arising out of the provisions of this Lease Agreement, the same shall be settled by arbitration. The Landlord and the Tenant shall each appoint an arbitrator and the- two so selected shall designate a third arbitrator. If either party fails to appoint its arbitrator within thirty (30) days after receipt of notice of the appointment by the others of their arbitrators or if the two arbitrators fail to appoint a third, then a Judge of the Ontario Court (General Division) shall have the power, upon the request of either party, to make the appointment which has not been made as contemplated herein. The arbitration shall be conducted in accordance with the provisions of The Arbitration Act of Ontario and shall be held as promptly as possible at the City of Barrie. 44. REGISTRATION The Tenant covenants and agrees with the Landlord that the Tenant will not register this Lease in this form in the Registry Office or the Land Titles Office. If either party desires to make a registration for the purpose only of giving notice of this Lease, then the parties hereto upon written request from the other shall promptly execute a short form thereof solely for the purpose of supporting an application for registration of notice thereof. The Tenant may, without the prior consent of the Landlord, register a Notice of Lease in the form provided by the Registry Act. Provided that at the end of the Term of this Lease or any renewal thereof the Tenant shall register a notice of the determination or surrender of the Lease at its own expense, failing which any officer of the Landlord shall be and is hereby appointed the lawful attorney of the Tenant for the limited purpose of executing and registering notice of such determination or surrender, the costs of which shall be deemed to be Additional Rent for the account of the Tenant. IN WITNESS WHEREOF the Landlord has caused to be affixed its corporate seal under the signatures of its duly authorized officers. EXECUTED at this V1 day of THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE Per: Name: H. S. H ghes, ayor Title: Mayor °- Name: / Eo a j in Title: re r o rporate Services /Clerk I/We have authority to bind the Corporation. IN WITNESS WHEREOF the Tenant hereto has hereunto affixed its corporate seal. EXECUTED at &11 a this k day of rye HU IAN RSE P IT NER — LED CLINIC Per: E4tjz--),S i ness Title:e. "G1Pfy 6("l Per: n ss Name: jLi 7` Title: I/We have a thorityio biCorporation. ISSUED FOR TENDER z HNP LED Clinic g Phase 11 z Q W A -12140 p a O .ate ,. a A200 4 SCHEDULE "B" Signage Terms and conditions for the Landlord's approval to sign erection The Tenant shall be entitled to erect signage in accordance with the Township's signage By -law 2010 -075. Signage shall be approved by the Landlord and shall be erected on the area allocated by the Landlord and shall, at the Tenant's expense, be removed by the Tenant and the allocated area restored to the same condition as provided at the commencement of this lease. 2. The Tenant may, with the consent in writing of the Landlord have any sign, advertisement or indication of the Tenant's occupation or business painted or affixed to any door of the Demised Premises provided that before the expiration of its term, the Tenant cause any such sign, advertisement or indication to be removed or obliterated at its own expense and in a workmanlike manner restore the door to its former position. 3. No other sign, picture, advertisement or notice, other than as set out above, shall be displayed, inscribed, painted or affixed on any part of the outside of the building except as first approved by the Landlord and if so displayed, inscribed, painted or affixed, shall be subject to being taken down or removed by the Landlord at the expense of the Tenant.