HomeMy WebLinkAbout2006-108
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
BY-lAW 2006-108
Being a By-law to authorize a contract between the
Corporation of the Municipality of Clarington and Lions Club,
Bowmanville, Ontario, to enter into agreement for the lease of
Clarington Beech Centre, 26 Beech Street, Bowmanville,
Ontario.
THE CORPORATION OF THE MUNICIPALITY OF ClARINGTON HEREBY ENACTS AS
FOllOWS:
1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the
Corporation of the Municipality of Clarington and seal with the Corporation Seal, a
contract between, Lions Club, Bowmanville, Ontario, and said Corporation; and
2. THAT the contract attached hereto as Schedule "A" form part of this By-law.
By-law read a first and second time this 15th day of May, 2006.
By-law read a third time and finally passed this 15th day of May, 2006.
~' I,Ald
u#a
Joh - Mutto~. May~r
c.rf!!:~puty Clerk
BETWEEN:
Cl~mglOn
Municipality of Clarington
EXECUTED CONTRACT
os-+' ~
THIS LEASE is made the -L day of (JUVl L, 2006
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
(the "Lessor")
OF THE FIRST PART
- and -
THE LIONS CLUB OF BOWMANVILLE, ONTARIO
, a company incorporation under the laws of the Province of Ontario
(hereinafter called the "Lessee")
OF THE SECOND PART
LEASE AGREEMENT
TABLE OF CONTENTS
ARTICLE ONE DEMISED PREMISES, TERM AND USE.................................................. 5
1.1 Demised Premises ........................................................................................ 5
1 .2 Facilities and Equipment ........................................................................... 5
1 .3 Term .............................................................................................................. 5
1 .4 Use ................................................................................................................ 5
1 .5 N u i sa n ce .. .. . .. . .. .. .. .. .. . .. .. .. .. .. .. .. .. .. .. .. .. .. . . .. . .. .. .. .. . .. . .. .. . .. . .. . .. . .. .. . .. . .. . .. .. .. . .. .. . .. ... 6
ARTICLE TWO RENT AND OTHER CHARGES ...............................................................6
2. 1 Rent..... .. . .. ..... .. ......... .. ..................... .. .. .. ..... .. .. .. ..... ... ... .. ...... .. ... .. .. ... .. .. ... .. .. ... 6
2.2 Rent Past Due............................................................................................... 6
2.3 Other Charges
ARTICLE THREE REPAIRS, MAINTENANCE AND ALTERATIONS ............................... 7
3.1 Lessor's Duty to Repair, to Heat and to Provide Utilities .............................. 7
3.2 Lessee's Duty to Maintain .............................................................................7
3.3 Cost of Remedying Lessee's Default............................................................ 7
3.4 Prior Approval Required of Lessee's Alteration of Premises ........................ 7
3.5 Construction Liens.......................... ........... ....... ............................................. 8
ARTICLE FOUR REMOVAL OF TENANT'S FIXTURES AND EQUIPMENT .................... 8
4.1 Right to Remove Fixtures, etc. ......................................................................8
ARTICLE FIVEACCESS AND ENTRy............................................................................... 8
5.1 Access to Demised Premises ....................................................................... 9
5.2 Entry not Forfeiture ....................... ............. ............................ ........................ 9
ARTICLE SIX INSURANCE AND INDEMNITy.................................................................. 9
6.1 Lessee's Duty to Insure ................................................................................. 9
6. 2 Terms of Pol icies ..... .. .. .. .. .. .. .. ........... .. .. ..... .. .. ..... .. .. ... ... ... .. ..... ... .. ...... .......... 1 0
6.3 Evidence of Policies .................................................................................... 10
6.4 Failure to Provide Insurance ....................................................................... 10
6.5 Indemnity..................................................................................................... 10
6.6 Responsibility for Loss or Damage ............................................................. 11
6.7 Benefit of Indemnity, etc.............................................................................. 12
6.8 Dangerous Use........................................................................................... 12
ARTICLE SEVEN DAMAGE AND DESTRUCTION ......................................................... 13
7.1 Damage to Demised Premises ................................................................... 13
7.2 Insured Damage to or Destruction of Demised Premises........................... 13
7.3 Uninsured Damage to Demised Premises.................................................. 13
7.4 Termination of Lease After Destruction or Damage to Demised
Premises...................................................................................................... 14
7.5 Actions Following Termination .................................................................... 14
7.6 Restoration of Demised Premises If Lease Not Terminated ...................... 14
7.7 Restoration and Insurance Proceeds.......................................................... 14
7.8 Determination of Matters............................................................................. 15
7.9 Limitation of Liability .................................................................................... 15
ARTICLE EIGHT ASSIGNMENT, LEASE ........................................................................ 15
8.1 Consent Required ....................................................................................... 15
ARTICLE NINE
DEFAULT......... .................................... ............................................................... 16
9.1 Events of Default ......................................................................................... 16
9.2 Right of Re-Entry ......................................................................................... 16
9.3 Legal Expenses to Recover Possession..................................................... 16
9.4 Right of Termination .................................................................................... 16
9.5 Right to Re-Iet................. .......... ............... ....... ............. ................................ 16
9.6 Separate Remedies..................................................................................... 17
ARTICLE TEN GENERAL PROViSiONS......................................................................... 18
10.1 Definitions. ....... ..................... ...... ............. ......... ........................... ................ 18
10.2 Schedules Form Part of Lease.................................................................... 19
10.3 Quiet Enjoyment...... ........................... ......... ....................... ............. ............ 19
1 0.4 Coven a nts ................................................................................................... 19
10.5 No Partnership or Agency........................................................................... 19
10.6 PST and GST .............................................................................................. 19
10.7 Overholding No Tacit Renewal.................................................................... 19
10.8 Waiver ........ ............... ........... ............ ........... ................................................ 19
10.9 Distress........................................................................................................ 20
1 O. 1 0 Costs.. .. .. .. . .. .. .. . .. .. .. .. .. .. . .. .. .. .. .. .. .. .. .. .. .. .. .. .. . .. .. .. .. . .. .. . .. . . .. .. . .. . .. .. . .. .. .. . .. .. . .. .. .. 20
10.11 Set-Off and Accord and Satisfaction ........................................................... 20
10.12 Authority of Lessor, etc................................................................................ 20
10.13 Rules Regarding Operation of Demised Premises and Areas ................... 20
10.14 Demised Premises and Areas to be Smoke-Free ...................................... 20
10.15 Not Used...................................................................................................... 20
10.16 Not Used... ....... ....... ......................... ............. ..... ................................... ...... 20
10.17 Acknowledgement Basement and Second Floor Not Improved ................. 20
10.18 Use of Additional Areas by the Lessee .......................................................21
10.19 Lease Subject to Lease............................................................................... 21
10.20 Notices......................................................................................................... 21
10.21 Force Majeure ........ ......... .................. ........... ............ .................... ............... 21
10.22 Time of Essence....... ............................. ....................................... ............... 22
10.23 Enforceability..... ..................... ............... ........... ........................... ................ 22
1 0.24 En u rement .. ... .. .. .. .. ..... .. .. .. .. .. .. .. .. ......... .. ....... .. .. ... .. ... .. ... ... ... .. ... ... .. .... .. ... ..... 22
10.25 Governing Law...... ........................... .......................... ................................. 22
Schedule "A" - Floor Plan
THIS LEASE is made the 15th day of June ,2006
BETWEEN:
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
(the "Lessor")
OF THE FIRST PART
- and -
THE LIONS CLUB OF BOWMANVILLE, ONTARIO
, a company incorporation under the laws of the Province of Ontario
(hereinafter called the "Lessee")
OF THE SECOND PART
WHEREAS:
The Lessor has agreed to lease to the Lessee and the Lessee has agreed to lease from the
Lessor, the designated space located in the building known as the Clarington Older Adult Centre
for Municipal Purposes known as 26 Beech Avenue, Bowmanville, Ontario.
Now therefore this lease witnesses that in consideration of the rents, covenants and agreements
hereinafter reserved and contained on the part of the Lessor and the Lessee, the Lessor leases to
the Lessee, and the Lessee leases from the Lessor, the Premises on the following terms.
ARTICLE I
DEMISED PREMISES. TERM AND USE
1.1 Demised Premises
The Demised Premises comprising both (1) the two rooms on the second floor of the Building
which rooms are identified as the Day Nursery Facilities and are outlined in blue on the floor
plans contained in Schedule "A" hereto, and (2) the storage room on the second floor of the
aforesaid Building which is identified as the Storage Room which is outlined in blue on the floor
plans contained in Schedule "A" together with a non-exclusive easement which may be
exercised by the Lessee, its employees, licensees, invitees and guests to use the west
staircase identified on the floor plans contained in Schedule "A" hereto for the purpose of
ingress to and egress from the aforesaid Day Nursery Facilities during the hours of 8:00 a.m.
and 4:30 p.m., Mondays through Thursdays from September 1 to June 30 of each year or part
of a year of this Lease and any extension or renewal thereof.
The demised premises include non exclusive use of the washroom on the second floor of the
aforesaid Building which is identified on the floor plans in Schedule "A" hereto.
1.2 Term
The Term of this lease shall commence on September 1, 2006 (the "Commencement Date")
and shall terminate June 30,2007.
1.3 Use
(a) Throughout the Term of this Lease and any extension or renewal thereof, the
Lessee shall use, permit or suffer the Day Nursery Facilities to be used only for the
purpose of a licenced day nursery under the Day Nurseries Act, the Storage Room
to be used only for the purpose of storage of the Lessee's furniture, equipment and
supplies for the purposes set out in this Lease. Throughout the Term of this Lease
and any extension or renewal thereof, the Lessee shall use, permit or suffer the
Leased Areas, Facilities and Equipment only for the purposes intended by and
during the times set out in this Lease.
(b) At all times throughout the Term of this Lease and any extension or renewal thereof,
the Lessee shall continuously, actively and diligently carry out, cause, or suffer the
use of the Demised Premises and every part thereof in compliance with all
applicable laws and the provisions of this Lease and shall not use or occupy or
permit or suffer the use or occupancy of the Demised Premises or any part therefore
for any other purpose. The Lessee at its cost shall obtain all necessary permits or
licences required by applicable law in respect of any use which the Lessee or any
person who claims under the Lessee, may make or permit or suffer any other person
to make of any part of the Demised Premises.
(c) The Lessee acknowledge and agrees that the Lessor shall not be responsible for
any of the Lessee's costs, liabilities, or responsibities in respect of employment
contracts made by the Lessee with full-time or part-time employees of the Lessee or
volunteers of the Lessee. None of the full-time or part-time employees of the
Lessee shall be considered or deemed to be employees of the Municipality for any
purpose, and none of them shall be considered to be required or to be eligible to
participate in the Ontario Municipal Employees Retirement System. Prior to hiring
employees, the Lessee shall bring the content of this paragraph 1.4 (c) to their
attention.
1.4 Nuisance
The Lessee shall not commit, permit or suffer (i) any waste, damage or injury to the Demised
Premises including, without limitation, the improvements, installations, fixtures and equipment
thereon or therein; (ii) any nuisance in or on the Demised Premises; (iii) any overloading of any
HVAC system, any utility or electrical, plumbing system, mechanical equipment, facilities or
other facilities or systems within or serving the Demised Premises; and (iv) any waste, damage
or injury of the Premises or any part thereof or of any other systems serving the Premises or
any part thereof. The Lessor in its sole discretion, may determine whether the Lessee is in
breach of any provision of this Section 1.5.
ARTICLE II
RENT AND OTHER CHARGES
2.1 Rent
The Rent reserved by the Lessor by this Lease is eleven thousand, one hundred and fifty eight
dollars and thirty five cents ($11,158.35) per annum payable in equal monthly instalments of
nine hundred and eleven dollars and sixty three cents ($929.86) in advance with the first
instalment being due and payable on the Commencement Date, in equal monthly instalments in
advance.
2.2 Rent Past Due
Except as otherwise provided in this Lease, if the Lessee pays the Rent reserved hereby, fully
performs all of its covenants and duties under this Lease and no Event of Default has occurred,
the Lessee shall be entitled to peaceful and quiet enjoyment of the Demised Premises for the
Term without interruption or interference by the Lessor or any person claiming through the
Lessor.
2.3 Other CharQes
(a) In each and every year during the Term of this Lease and any renewal or extension
thereof, the Lessee shall be responsible for and pay and discharge promptly when due all
municipal taxes and levies, including all general upper-tier levies, all special upper-tier levies,
and all education taxes or levies if applicable, all charges for telephone used upon or in respect
of the Demised Premises or for fittings, machines, apparatus, meters or other things leased in
respect thereof, and all work and services performed by any corporation or commission in
connection with such utilities, provided that if the Lessee or Demised Premises are exempt from
the payment of either or both municipal taxes and levies and taxes or levies, the Lessee shall
pay to the Lessor an amount(s) equal to the taxes and levies that would be paid and on the
same day as would have been the case if the Lessee or the Demised Premises was not
exempt.
Without limiting the foregoing in any way, during the Term, the Lessee shall also be responsible
for and shall pay promptly the aggregate of all expenses and costs of every kind, without
duplication, incurred by or on behalf of the Lessor for which the Lessee is responsible under the
provisions of this Lease with respect to maintenance of the Demised Premises.
(b) The Lessee shall (i) provide the Lessor within ten (10) days after receipt of same any tax
bills, assessments, utility charges and other notices regarding the foregoing and (ii) promptly
deliver to the Lessor receipts evidencing the payment of all the foregoing. If received by the
Lessor, the Lessor shall promptly deliver to the Lessee any such tax bills, assessments, utility
charges and other notices regarding the foregoing.
ARTICLE III
REPAIRS. MAINTENANCE AND ALTERATIONS
3.1 Lessor's Duty to Repair. to Heat and to Provide Utilities
Except as otherwise provided in this Lease, the Lessor at all times throughout the Term of the
Lease and any extension or renewal thereof shall repair and keep in repair the Demised
Premises. The Lessor shall also repair and keep in the repair those portions of the Premises
which maybe be used by the Lessee as provided in this Lease including all exterior areas of the
Premises. The Lessor at its cost shall heat the Demised Premises between October 15th and
April 1 st of each year and provide electricity and water services to the Demised Premises.
3.2 Lessee's Duty to Maintain
The Lessee at all times throughout the Term shall keep in a clean and tidy condition free of
debris and garbage and shall maintain to a reasonable standard the Demised Premises as
provided in this Lease, provided that all exterior and interior areas of the Premises which may
be used by the Lessee on a non-exclusive basis shall be maintained by the Lessor.
3.3 Cost of RemedyinQ Lessee's Default
If the Lessee breaches its duty under Section 3.2 for a period of fifteen (15) days after being
given written notice by the Lessor specifying with reasonable particularity the breach(es) in
question, in addition to the other remedies available for the Lessor under this Lease and
Licence or under the applicable law, the Lessor may enter upon the Demised and perform the
maintenance in question. The Lessor's Administrator will notify the Lessee in writing of the cost
of doing so and forthwith thereafter the Lessee shall pay an amount equal to such cost to the
Lessor.
3.4 Prior Approval Required of Lesses's Alteration of Premises
(a) No alteration shall be made to any part of the Demised Premises or the
Premises by the Lessee without the written approval of the Lessor's Administrator being first
obtained. The Lessee shall submit to the Lessor details of the proposed alterations, including,
without limitation, plans, drawings and specifications prepared by qualified architects or
engineers in conformity with the Lessor's then current building standards. All such alterations
shall be performed (i) at the sole cost of the Lessee, (ii) by contractors and workmen
designated, provided or approved by the Lessor, (iii) in a good and workmanlike manner, (iv) in
accordance with plans, drawings and specifications approved in writing by the Lessor and,
where required, by other authorities having jurisdiction, (v) in satisfaction of all applicable legal
and insurance requirements, (vi) subject to reasonable regulation, supervision, control and
inspection by the Lessor, and (vii) only after there is provided to the Lessor such indemnification
against construction liens and evidence of such additional Lessor's insurance as the Lessor
may reasonably require.
(b) Whether or not the Lessor gives its approval to a proposal alteration, the Lessee
shall pay to the Lessor, on demand, all of the Lessor's reasonable costs (including, without
limitation, fees and disbursements of architects, engineers and designers) incurred in reviewing,
consulting in respect of, approving, inspecting and supervising any and all such alterations.
The Lessor shall have the right to require the Lessee to make a payment to the Lessor in
respect of such costs as a precondition to the Lessor's granting any necessary approval
thereof. Such reasonable costs shall be deemed to include, without limitation, all amounts paid
or payable by the Lessor to third parties, and all reasonable charges of the Lessor for the cost
of providing its own personnel.
(c) The Lessor's approval of any alteration or plans, drawings or specifications with
respect thereto shall not constitute a waiver by the Lessor of the Lessee's obligations herein to
comply with all laws and all requirements of all authorities with respect to such alterations, nor
shall the Lessor's approval constitute an acknowledgement or agreement by the Lessor that
such laws and requirements have been complied with.
3.5 Construction Liens
The Lessee shall promptly pay for all materials and services supplied and work done on its
behalf in respect of the Demised Premises or the Premises so as to ensure that no claim for
lien under the Construction Lien Act is registered against any portion of the Demised Premises,
or the lands which comprise part of the Premises.
If a claim of a lien is registered on title, the Lessee shall discharge it at its expense within ten
(10) days thereafter, failing which the Lessor, at its option, may discharge the lien by paying the
amount claimed to be due into Court or directly to the lien claimant. All expenses of the Lessor
including, without limitation, legal fees (on a solicitor and his client basis) shall be paid by the
Lessee to the Lessor forthwith after the Lessor's Administrator gives the Lessee written notice
requiring it to do so.
ARTICLE FOUR
REMOVAL OF TENANT'S FIXTURES AND EQUIPMENT
4.1 Riaht to Remove Fixtures, etc.
During the Term or on its expiration, when it is not in default of performance of any of its
covenants under this Lease, the Lessee at its cost may remove Lessee's fixtures, equipment
and personal property from the Demised Premises, provided that the Lessee at its cost shall
restore Demised Premises or area by making good any damage that has occurred either by the
installation of Lessee's fixtures, equipment or personal property or by the removal of any of
them from any part of the Demised Premises or area. If the Lessee does not remove its
fixtures, equipment and personal property from the Demised Premises at the expiry of the
Term, they shall become the absolute property of the Lessor without prior notice being given to
the Lessee or compensation therefore being paid by the Lessor to the Lessee, and the Lessor
shall be free to use or to dispose of the same and to appropriate the proceeds of disposal to the
Lessor's own use absolutely. The Lessor's rights and the Lessee's duties under this Section
4.1 shall survive the expiry or earlier termination of the Term and any extension or renewal
thereof.
ARTICLE FIVE
ACCESS AND ENTRY
5.1 Access to Demised Premises
(a) Without limiting any other right which the Lessor may have pursuant to this Lease or at
law, the Lessor shall have the right, but not the obligation, following reasonable written notice to
the Lessee (except in the case of an emergency or apprehended emergency where no such
notice shall be required), to enter the Demised Premises at any time and for any of the
following purposes:
(i) to examine the Demised Premises or to perform any maintenance, repairs,
replacements, alterations or improvements to the Demised Premises or any part thereof
as may be permitted or required by this lease, or to perform any maintenance, repairs,
replacements, alterations or improvements to the Building, or any part thereof or to the
HVAC System or to any mechanical, electrical or plumbing equipment or systems, or
any part thereof, within or serving the Demised Premises or any part thereof;
(ii) to preserve and protect the Demised Premises, or any part thereof in respect of any
construction or other work being performed in Demised Premises adjoining or in the
vicinity of the Demised Premises, or on any part of the Demised Premises;
(iii) for any purposes as determined by the Lessor in cases of emergency;
(iv) to read any utility or other similar meter located in the Demised Premises;
(v) during the last twelve (12) months of the Term (or any renewal or extension Term if
renewed or extended), but only during normal operating hours, to show the Demised
Premises to prospective Lessees, and to permit them to make inspections,
measurements and plans;
(vi) to exercise any of the rights available to the Lessor pursuant to this lease or to perform
such work in respect of the Demised Premises, or any part thereof, as the Lessor shall
deem necessary.
(b) The Lessor shall have the right to take into the Demised Premises all such material and
equipment as it may require in connection with any of the purposes referred to in this Section
5.1. The Lessor shall exercise its rights under this Section 5.1, to the extent reasonably
possible in the circumstances, in such manner and at such times as the Lessor's Administrator
shall determine, and to the extent practical in the circumstances, so as to minimize interference
with the Lessee's use and enjoyment of the Demised Premises.
5.2 Entry not Forfeiture
Notwithstanding anything contained in this Lease, the exercise by the Lessor of any of its rights
under this Lease, including, without limitation, (i) any of its rights set out in Section 5.1, and (ii)
the exercise of any right under this Lease to enter the Demised Premises and to do anything
therein, shall not constitute a breach of any covenant for quiet enjoyment, or a constructive or
actual eviction, or a re-entry or forfeiture (except where expressed by the Lessor in writing), nor
shall it render the Lessor liable for any injury, loss, costs or damages whatsoever, howsoever
caused, whether direct or indirect, incurred as a result thereof by the Lessee, nor shall the
Lessee be entitled to any compensation, diminution or abatement of Rent (except as may be
otherwise expressly provided in this Lease).
ARTICLE SIX
INSURANCE AND INDEMNITY
6.1 Lessee's Duty to Insure
The Lessee shall obtain and maintain throughout the Term of this Lease and any extension or
renewal thereof:
(i) all risk insurance on all property of every description, nature and kind owned by the
Lessee or for which the Leasee is legally liable located within the Demised Premises in
its own name, naming the Lessor as an additional insured, in an amount not less than
the full replacement cost thereof without deduction for depreciation; such insurance shall
be subject to a replacement cost endorsement; any dispute as to the amount of the
replacement cost shall be settled by the Lessor or by a consultant appointed by the
lessor at the Lessee's cost;
(ii) general liability and property damage insurance including Lessee's legal liability in the
minimum amount of Five Million Dollars ($5,000,000), naming the Lessor as an
additional insured, and containing a cross-liability endorsement, and other terms and
conditions satisfactory to the Lessor's Treasurer, acting reasonably.
6.2 Terms of Policies
Each policy of insurance referred to in Section 6.1 shall be in form and substance and with
insurers reasonably acceptable to the Lessor's Treasurer. Each of the insurance policies shall
contain (i) an undertaking by the insurers under such policies that no material change adverse
to the Lessor or Lessee will be made, and the policy will not be cancelled or terminated, except
after not less than thirty (30) days written notice by registered mail to the Lessor and the
Lessee of the intended change, cancellation or termination, and (ii) a clause stating that the
Lessee's insurance policy shall be primary insurance and shall not call into contribution and
shall not be excess to any other insurance that may be available to the Lessor. Each of the
policies referred to in Section 6.1 shall contain a waiver, in respect of the interests of the Lessor
of any provision in any such insurance policies with respect to any breach or violation of any
warranties, representations, declarations or conditions contained in such policies.
6.3 Evidence of Policies
The Lessee shall provide to the Lessor for acceptance prior to the earlier of the
Commencement Date and the date it occupies the Demised Premises for any purpose,
evidence satisfactory to the Lessor's Treasurer of such insurance or, if required by the Lessor's
Treasurer, evidence in the form of copies of the policies certified to be true copies by an officer
of the insurer and signed by the insurer. In addition, upon request by the Lessor or upon the
placement, renewal, amendment or extension of all or any part of such insurance, the Lessee
shall immediately provide to the Lessor evidence of such insurance in and completed in
accordance with the Lessor's standard form of certificate of insurance or, if required by the
Lessor's Treasurer, evidence in the form of copies of the policies certified to be true copies by
an officer of the insurer and signed by the insurer.
6.4 Failure to Provide Insurance
The cost or premium for each and every such policy shall be paid by the Lessee prior to the due
date therefor. If the Lessee fails to take out or maintain such insurance or fails to provide to the
Lessor such certified copies of insurance and certificates of insurance as herein required, or if
any such insurance is not acceptable to the Lessor's Administrator (and if the Lessee fails to
commence to diligently rectify and thereafter proceed to diligently rectify the situation within
forty-eight (48) hours after written notice by the Lessor to the Lessee (stating, if the Lessor,
from time to time, does not approve of such insurance, the reasons therefor), then the Lessor
shall have the right, but not the obligation, to do so, to pay the cost or premium therefor, without
prejudice to any other rights or remedies of the Lessor under this lease or at law, and in such
event the Lessee shall repay to the Lessor, on demand, the amount so paid.
6.5 Indemnity
Notwithstanding any other provision of this lease, the Lessee shall indemnify the Lessor and all
of its agents, officers, employees, contractors, consultants, workers and persons for whom the
Lessor is in law responsible (collectively in this Section 6.5 and in Section 6.6 called "Lessor's
Employees") and shall hold them and each of them harmless from and against any and all
liabilities, actions, proceeding, damages, claims, losses (including, without limitation, indirect or
consequential damages that may be suffered or sustained by the Lessor or any of the Lessor's
Employees and loss of Rent and all other amounts payable by the Lessee under this Lease)
and expenses (including, without limitation, all legal fees and disbursements) whatsoever,
howsoever arising from or out of this Lease, and without limiting the generality of the foregoing,
howsoever caused by, due to, arising from, or to the extent contributed to by any of the
following:
(i) any breach or default by the Lessee of or under any of the provisions of this Lease;
(ii) any lien under the Construction Lien Act, R.S.O. 1990, c.30 as amended from time to
time respecting the Demised Premises or an area which is part of the Licenced Areas,
Facilities and Equipment or the lands included in the Premises;
(iii) any act or omission of the Lessee or any other person on or permitted on the Demised
Premises, or any use or occupancy of, or any articles in, the Demised Premises or any
part thereof, or any use or occupancy of any other part of the Building or the Lands by
the Lessee or any of its agents, employees, invitees, licensees, Lessees, assignees,
concessionaires, contractors or persons for whom the Lessee is in law responsible
(collectively in this Section 6.3 and in Section 6.4 called "Lessee's Employees");
(iv) any act or omission of the Lessee or any of the Lessee's Employees on the Demised
Premises or elsewhere in, on or about the Demised Premises or any part thereof;
(v) any injury, personal discomfort, illness, death or loss, costs, expenses or damages
whatsoever, direct or indirect or consequential, however caused or arising (I) to persons
or property of the Lessee or any of the Lessee's Employees or any other persons in, on
or about the Building or the Premises or any part thereof by or with the invitation, licence
or consent of the Lessee and/or (II) which is excluded from the Lessor's liability or
responsibility under Section 6.6(b);
(vi) any accident or occurrence in, on or at the Demised Premises including, without
limitation, any such accident or occurrence causing injury or death to any person or
damage to property or any other loss or injury whatsoever; and/or
(vii) any damage, destruction or need of repair or replacement to any part of, or otherwise
relating to, the Demised Premises or any other part of the Building, or any damages
incurred by the Lessor or by any occupant of the Building or any part thereof, caused by
any act or omission of the Lessee or any of the Lessee's Employees, notwithstanding
any other provisions of this Lease.
If the Lessor, without fault on its part, is made a party to litigation commenced by or against the
Lessee, the Lessee shall indemnify and hold harmless the Lessor from and against all legal and
other costs. The Lessor, at its option, may participate in, or assume carriage of, any litigation or
settlement discussions relating to the foregoing, or any other matter for which the Lessee is
required to indemnify the Lessor under this lease. Alternatively, the Lessor may require the
Lessee to assume carriage of and responsibility for all or any part of such litigation or
discussions. The Lessee shall pay all legal costs incurred or paid by the Lessor in enforcing the
provisions of this lease. For greater certainty the Lessee's obligations contained in this Section
6.5 shall survive the expiration or earlier termination of the Term and any extension or renewal
thereof.
6.6 Responsibility for Loss or DamaQe
The provISions of this Section 6.6 shall govern notwithstanding any other provision of this
Lease.
(a) Except where the Lessor or a person for whose acts or omissions he is responsible in
law is negligent, the Lessor shall not be liable for any death or injury arising from or out of any
occurrence whatsoever in, upon, at or relating to the Demised Premises, or the Premises, or
damage to the property of the Lessee or of others located on the Demised Premises or the
Premises, from any cause whatsoever other than the negligence of the Lessor or a person for
who acts or omissions the Lessor is responsible in law, nor shall the Lessor be responsible for
any loss of or damage to any property of the Lessee, Lessee's Employees, or others from any
cause whatsoever, nor shall the Lessor be responsible for any indirect or consequential
damages that may be suffered or sustained by the Lessee or any others from any cause
whatsoever.
(b) Without limiting the generality of the foregoing, the Lessor shall not be liable or
responsible in any way for any death, injury (including, without limitation, personal discomfort or
illness) loss, damage or damages of or to persons or property resulting, directly or indirectly,
from any of the following, except where it is caused by the Lessor's negligence or the
negligence of any person for whose acts or omissions the Lessor is responsible in law: (i) fire,
explosion, theft, breakage, falling plaster, falling ceiling tile, falling fixtures, steam, gas,
electricity, water, rain, flood, ice, snow or leaks into, in or from any part of the Demised
Premises or from any pipes (including, without limitation, water, steam, sprinkler and drainage
pipes), sprinklers, appliances, drainage or plumbing works, roof, windows or exterior walls or
subsurface of any floor or ceiling of the Demised Premises, or from the street or any other
source or place whatsoever, or by dampness, or by the existence, discharge, spillage or
leakage of hazardous or toxic substances, or by any other cause whatsoever; (ii) any
suspension, non-operation, failure, reduction, interruption or failure to supply or perform, for any
reason or for any period of time, of or in any of the services, equipment, facilities, the electrical
system, the plumbing system, the HVAC System, utilities or any services within or serving the
Demised Premises; (iii) delays in the performance of any repairs, replacements, maintenance
or restoration for which the Lessor is responsible under this Lease; (iv) incurred by reason of
the Lessor or any of the Lessor's Employees entering upon the Demised Premises to undertake
any examination thereof or any work or cleaning or performance of other services therein; (v)
incurred by reason of the supply or performance of any janitorial, pest extermination or security
obligations or services in any part of the Demised Premises; or (vi) by reason of inconvenience,
annoyance or injury to business arising from the Lessor, the Lessee or any others making or
failing to diligently make, for whatever reason or cause, any repairs, alterations, additions,
renovations, improvements or restorations in or to any part of the Demised Premises.
(c) The Lessor shall not be liable or responsible in any way for any such death, injury, loss
or damage caused by other Lessees, occupants or persons on or in the Demised Premises, the
Premises, or by any occupants of any adjacent property thereto.
(d) All property of the Lessee or of any of the Lessee's Employees kept or stored on the
Demised Premises shall be so kept or stored at the sole risk of the Lessee, and the Lessee
releases and agrees to indemnify the Lessor and save it harmless from and against any claims
arising out of any loss of or damage to such property, including, without limitation, any
subrogation claims by the Lessee's or any others' insurers, and the Lessee shall make all
claims for loss, damage or destruction of or to any such property against the policies of
insurance required to be maintained by the Lessee under this Lease.
6.7 Benefit of Indemnity. etc.
Every indemnity, hold harmless provision, release and exclusion of liability herein contained for
the benefit of the Lessor and every waiver of subrogation for the benefit of the Lessor contained
in any insurance policy maintained by the Lessee shall survive the expiration or earlier
termination of the Term and any extension or renewal thereof and shall extend to and benefit
the Lessor, its officers, employees and those for whom such persons are responsible in law.
Solely for such purpose, and to the extent that the Lessor expressly chooses to enforce the
benefit of this Section for any or all of such persons, it is agreed that the Lessor is the agent or
trustee for such persons. No such indemnity, hold harmless provision, release or exclusion of
liability or waiver of subrogation for the benefit of the Lessor shall be deemed to impose or
imply any obligation, responsibility or liability whatsoever on the Lessor, including, without
limitation, any obligation to perform or do any act or thing, except to the extent any such
obligation, responsibility or liability of the Lessor is expressly provided for under this Lease.
6.8 DanQerous Use
The Lessee shall not do, omit or permit anything which will increase the cost of the Lessor's
insurance or render any insurance on or relating to the Premises subject to cancellation. The
Lessee shall pay to the Lessor forthwith after written notice is given of the Lessor's demand for
payment, the amount of any increase in the cost of insurance caused by anything so done,
omitted or permitted.
ARTICLE SEVEN
DAMAGE AND DESTRUCTION
7.1 Damaae to Demised Premises
If the Demised Premises or any part thereof, is damaged or destroyed, in whole or in part, by
fire or any other occurrence, then (i) this Lease shall nonetheless continue in full force and
effect, (ii) there shall be no abatement of any Rent except to the extent expressly provided in
this Article, (iii) the following provisions of this Article shall apply and (iv) notwithstanding any
receipt by the Lessor of any insurance proceeds, and notwithstanding any provision of this
Lease or obligation or requirement at law, in equity or by statute to the contrary, the obligations
of the Lessor to repair or to provide services or utilities, if any, or to perform "Restoration" (as
hereafter defined) under this Lease shall be subject to the provisions of this Article, and shall be
limited to the extent to which the Lessor is otherwise insured.
7.2 Insured DamaQe to or Destruction of Demised Premises
If damage to or destruction of the Demised Premises is caused by an occurrence against
which, and to not more than the extent that the Lessor is otherwise insured (the "Insured
Damage"), and if (i) in the "Architect's" (as hereafter defined) opinion, such Insured Damage is
such as to render the whole or any part of the Premises unusable or unsafe for the purpose of
the Lessee's use and occupancy and the Restoration of the Demised Premises is not capable
of being completed with reasonable diligence within one hundred and eighty (180) days
following such occurrence, or (ii) any authority, requires that the Demised Premises be
demolished or substantially demolished prior to any Restoration, then the Lessor may elect to
terminate this Lease by giving written notice to the Lessee within sixty (60) days after such
occurrence. If the Lessor does not so elect to terminate this Lease, the Lessor shall diligently
perform the Restoration of the Demised Premises to the extent of its obligations pursuant to
Section 7.6.
7.3 Uninsured Damaae to Demised Premises
If there is damage to or destruction of the Demised Premises, and, in the Architect's opinion, (i)
such damage or destruction is caused by an occurrence against which the Lessor is not insured
or required to insure or the cost of Restoration of which would be in excess of the extent to
which the Lessor is required to insure pursuant hereto or is otherwise insured or (ii) the
Restoration of the Demised Premises is not capable of being completed within sixty (60) days
following the occurrence of such damage or destruction and such damage or destruction occurs
within two (2) years prior to the expiry of the Term of this Lease or any extension or renewal
thereof and either there are no remaining rights in any party hereto to extend or renew this
Lease or any party having the right to extend or renew this Lease fails to do so within fifteen
(15) days after such occurrence, then the Lessor may elect to terminate this Lease by giving
written notice to the Lessee within thirty (30) days after such occurrence. If the Lessor does not
so elect to terminate thi,s Lease, the Lessor shall diligently perform the Restoration of the
Demised Premises to the extent of its obligations pursuant to Section 7.6.
7.4 Termination of Lease After Destruction
or Damaae to Demised Premises
If (i) in the Architect's opinion, Restoration of any portion of the Demised Premises, and
Equipment which affects access or services essential to any of them is not capable of being
completed with reasonable diligence within one hundred and eighty (180) days following the
occurrence of damage or destruction to such portions or (ii) any authority requires that the
Demised Premises, be demolished or substantially demolished prior to any Restoration
following damage or destruction to the Demised Premises, or any part thereof, in any such case
whether such damage or destruction is a direct or indirect result of any occurrence of cause
whatsoever, whether or not such occurrence or cause is insured, and whether or not there is
any damage to or destruction of the Demised Premises, then the Lessor may elect to terminate
this Lease by giving written notice to the Lessee within sixty (60) days after such cause or
occurrence. If the Lessor does not so elect to terminate this Lease, subject to Sections 7.2 and
7.3, the Lessor shall diligently perform the Restoration of the Demised Premises, to the extent
of its obligations pursuant to Section 7.6.
7.5 Actions Followina Termination
If the Lessor elects to terminate this Lease under this Article by giving written notice to the
Lessee, then, notwithstanding the receipt by the Lessor of any insurance proceeds, (i) this
Lease shall terminate on the date that such notice is given, (ii) the Lessee shall immediately
vacate and surrender possession of the Demised Premises and (iii) all Rent accrued to such
termination date shall be apportioned and promptly paid without any right of the Lessee to any
abatement, deduction, counterclaim, set-off, compensation or reduction whatsoever.
7.6 Restoration of Demised Premises and Licenced Areas If Lease Not Terminated
If this Lease is not terminated as provided in this Article, the Lessor, to the extent of the
insurance proceeds which the Lessor receives or would have received if it had maintained such
insurance as is required to be maintained by the Lessor hereunder, shall proceed to perform
such Restoration of the Demised Premises, limited to the extent of its express obligations under
this Lease. The obligation of the Lessor with respect to Restoration following any damage or
destruction under this Article shall be performed in accordance with all applicable obligations
contained herein with reasonable diligence.
7.7 Restoration and Insurance Proceeds
(a) If there is damage or destruction to the Demised Premises, and if this Lease is not
terminated pursuant to this Article, the Lessor, in performing the restoration of the same, or
any part thereof, as required hereby, shall not be obliged to perform such Restoration in
accordance with the plans, drawings or specifications for the Building as defined in the Lease,
or any part thereof, as they existed prior to such damage or destruction, but the Lessor may
perform such Restoration in accordance with any plans, drawings and specifications chosen by
the Municipality of Clarington under the Lease in its sole discretion. Without limiting the
generality of the foregoing, the Lessee agrees that the Lessor shall be entitled to demolish and
rebuild the Building, or any part thereof.
(b) The insurance, which is required to be maintained by the Lessee and which insurance is
required to name the Municipality of Clarington as an additional insured parties.
7.8 Determination of Matters
For the purposes of this Article, the date of any damage or destruction, the determination of
and extent to which any portion of the Demised Premises is damaged, destroyed, rendered
unsafe or are not capable of being used, the times within which Restoration may be made and
the date that it is completed or substantially completed shall be determined by the Architect in
his sole discretion, such determination to be final and binding on the parties hereto.
7.9 Limitation of Liability
Notwithstanding any other provision of this Lease, the Lessor shall not be liable for any
damages, direct, indirect or consequential, of any nature whatsoever, (including, without
limitation, loss of business income or other economic loss to the Lessee), of the Lessee or its
employees, customers, suppliers, lessees, licensees or other persons dealing directly or
indirectly with the Lessee or for whom the Lessee is in law responsible arising out of the failure
for any cause whatsoever of the Lessor or others to perform or complete Restoration, or any
part thereof, within any period of time following the occurrence of damage or destruction
contemplated by this Article, and the Lessee shall indemnify and save harmless the Lessor
from and against all such damages.
ARTICLE EIGHT
ASSIGNMENT. LEASE
8.1 Consent Required
The Lessee shall not assign this Lease, or let, or licence any person to use the whole or any
portion of the Demised Premises for any other purpose that expressly provided within this lease
agreement.
ARTICLE NINE
DEFAULT
9.1 Events of Default
(a) The occurrence of any of the following events ("Events of Default") shall be deemed a
default ("Default') under this Lease if and whenever:
(i) the Lessee fails to pay any Rent promptly when due, provided that the Lessor
first gives the Lessee thirty (30) days written notice of any such failure and the
default is not remedied on or before the end of such period;
(ii) the Lessee fails to observe or perform any other term, covenant, condition, or
obligation under this Lease that is capable of remedy, other than a default in
payment of Rent, and such default remains unremedied after thirty (30) days
following written notice given by the Lessor to the Lessee specifying such default
and requiring the Lessee to remedy the same, provided that if the Lessee has
taken substantive steps to remedy the default within such thirty (30) day period
and is proceeding in good faith to complete remedying the default as quickly as
is reasonably practicable, such period shall be deemed to expire one (1) day
after the default has been remedied;
(iii) the Lessee fails to observe and perform any other term, covenant, condition or
obligation under this Lease that is not capable of remedy;
(iv) the Lessee makes an assignment for the benefit of its creditors generally, or if
the Lessee is declared bankrupt or insolvent, or if a petition in bankruptcy is filed
against the Lessee, or if the Lessee files an assignment in bankruptcy or takes
or attempts to take the advantage of any legislation for relief of bankrupt or
insolvent debtors, or if a receiver or a receiver and manager is appointed for all
or a portion of the Lessee's property, or if any steps are taken or any action or
proceedings are instituted by the Lessee or by any other party including, without
limitation, any court or governmental body of competent jurisdiction for the
dissolution, winding-up, discharged or abandoned; and
(v) the Demised Premises become and remain vacant for a period of fourteen (14)
consecutive days.
9.2 Riaht of Re-Entry
Without derogating from the provisions of this Lease, upon a Default occurring, at the option of
the Lessor, the Lessor, in addition to any other remedy or right it may have, and without notice
or any form of legal process, may forthwith re-enter upon and take possession of the Demised
Premises without thereby terminating this Lease and remove and sell the Lessee's goods,
chattels, equipment and Lessee's fixtures therefrom, any rule of law or equity to the contrary
notwithstanding. The Lessor may seize and sell such goods, chattels, equipment and Lessee's
fixtures of the Lessee as are in the Demised Premises and may apply the proceeds thereof to
all rent and other payments to which the Lessor is then entitled under this Lease. Any such
sale may be effected in the discretion of the Lessor by public auction or otherwise, and either in
bulk or by individual item, or partly by one means and partly by another, all as the Lessor in its
sole discretion may decide.
9.3 Leoal Expenses to Recover Possession
If legal action is brought for recovery of possession of the Demised Premises, for the recovery
of Rent, or any other amount due under this Lease, or because of the breach of any other
terms, covenants or conditions herein contained on the part of the Lessee to be kept or
performed, and a breach is established, the Lessee shall pay to the Lessor all reasonable
expenses incurred therefor, including a solicitor's fee (on a solicitor and his client basis), unless
a Court shall otherwise award.
9.4 Rioht of Termination-Default
In addition to all rights and remedies of the Lessor available to it by any provisions of this Lease
or given by law to the Lessor, the Lessee agrees that upon a Default occurring, the Lessor shall
have the right to terminate this Lease by giving notice in writing to the Lessee. Upon such
notice being given, this Lease shall terminate immediately without the necessity of any legal
proceeding whatsoever. The Lessee shall thereupon within three (3) days after the notice is
given quit and surrender the Demised Premises to the Lessor, and the Lessor, its agents,
contractors and employees shall have the right to enter the Demised Premises and dispossess
the Lessee and remove any persons or property therefrom without the necessity of legal
proceeding whatsoever and without being liable to the Lessee therefor in damages, or
otherwise.
9.5 RiQht to Re-Iet
If the Lessor re-enters pursuant to the provisions of either this Lease or any applicable law, the
Lessor, without limiting its right to recover damages, may either terminate this Lease, or the
Lessor may from time to time without terminating the Lessee's obligations under this Lease,
make any alterations and repairs considered necessary by the Lessor to facilitate a reletting
and relet the Demised Premises or any part thereof as agent of the Lessee for such term or
terms and at such rental or rentals and upon such other terms and conditions as the Lessor in
its reasonable discretion considers advisable. Upon each reletting, all rent and other moneys
received by the Lessor from the reletting will be applied (i) to the payment of indebtedness other
than Rent due hereunder from the Lessee to the Lessor (ii) to the payment of costs and
expenses of the reletting including brokerage fees, legal fees and costs of the alterations and
repairs and (iii) to the payment of Rent due and unpaid hereunder. The residue, if any, will be
held by the Lessor and applied in payment of future rent as it becomes due and payable. If the
rent received from the reletting is less than the Rent to be paid by the Lessee, the Lessee shall
pay the deficiency to the Lessor. No re-entry by the Lessor shall be construed as an election
on its part to terminate this Lease unless a written notice of that intention is given to the Lessee.
Despite a reletting without termination, the Lessor may elect at any time to terminate this Lease
for a previous breach.
9.6 Separate Remedies
The Lessor may from time to time resort to any or all of the rights and remedies available to it
upon a Default occurring, either by any provision of this Lease or by statute or by the general
law, each of such rights and remedies being intended to be cumulative and not alternative and
each may be exercised generally or in combination.
"
ARTICLE TEN
GENERAL PROVISIONS
10.1 Definitions
(a) "Architect" means the architect from time to time designated or employed by the
Municipality under the Lease.
(b) "Building" has the meaning assigned to it in Recital "A "of this Lease.
(c) "Commencement Date" has the meaning assigned to it in Section 1.3 of this lease.
(d) "Demised Premises" has the meaning assigned to it in Recital "E" of this Lease.
(e) "HVAC System" means the heating, ventilation, air-conditioning and other climate
control equipment, facilities and systems serving the Building as defined in the Lease or
any part thereof, including, without limitation, any and all (i) equipment, improvements
and installation, (ii) duct work, diffusers, distribution piping, air handling units and
ventilation units and (iii) monitoring, conservation and control systems.
(f) "Insured Damage" has the meaning assigned to it in Section 7.2 of this Lease.
(g) "Lease" has the meaning assigned to it in Recital "A" of this Lease.
(h) "Municipality" means The Corporation of the Municipality of Clarington.
(i) "Premises" has the meaning assigned to it in Recital "A" of this Lease.
U) "Prime Rate" means the variable annual rate of interest (which is calculated daily)
established from time to time by the head office in Toronto of any Canadian chartered
bank designated by the Landlord, from time to time, as the reference rate it will use to
determine rates of interest payable by the most preferred commercial borrowers of such
bank on unsecured loans to such borrowers in Canada (as distinct from the rate of
interest chargeable for small business loans sometimes referred to as the "prime small
business loans interest rate"), current during the applicable period that any amount
bears interest under this Lease.
(k) "Restoration" means the repairing, replacing, altering, demolishing or rebuilding of all
or any part of the Demised Premises.
(I) "Sales Taxes" means any and all goods and services taxes, sales taxes, multi-stage
sales taxes, value added taxes, business transfer taxes, use taxes, consumption taxes
or any other taxes imposed by any Authority on the Lessee or on the Lessor or which
the Lessor is required to remit to any Authority with respect to Rent paid or payable by
the Lessee under this lease, or imposed by any Authority in respect of this lease or the
rental or any licensing or use of space under this lease, or in respect of the payments
made or payable by the Lessee under this lease, or in respect of the goods and services
purchased by or provided by the Lessor under this lease, including, without limitation,
the provision of administrative services to the Lessee under this lease, whether
characterized as goods and services taxes, sales taxes, multi-stage sales taxes, value
added taxes, business transfer taxes, use taxes, consumption taxes or otherwise.
(m) "Term" has the meaning assigned to it in Section 1.2 of this Lease and Licence.
(n) Lessors Administrator - means the Purchasing Manager from the Municipality of
Clarington.
10.2 Schedules Form Part of Lease
Schedule "A" hereto is deemed to be contained in and form part of this Lease to have the same
effect as it would have if its provisions had been set out as covenants in the text of this Lease.
10.3 Quiet Enjoyment
Except as otherwise provided in this Lease, if the Lessee pays the Rent reserved hereby, fully
performs all of its covenants and duties under this Lease and no Event of Default has occurred,
the Lessee shall be entitled to peaceful and quiet enjoyment of the Demised Premises for the
Term of this Lease or any extension or renewal thereof, without interruption or interference by
the Lessor or any person claiming through the Lessor.
10.4 Covenants
Every obligation or duty of the Lessor or the Lessee expressed in this Lease although not
expressed as a covenant, shall be deemed to be a covenant for all purposes.
10.5 No Partnership or Aaency
The Lessor does not in any way or for any purpose become a partner of the Lessee in the
conduct of its business, or otherwise, or a joint venturer or a member of a joint enterprise with
the Lessee, nor is the relationship of principal and agent created by this Lease.
10.6 PST and GST
Without derogating from any other provision of this Lease, the Lessee shall be responsible for
the payment of Sales Taxes and Goods and Services Tax where applicable in respect of and in
addition to the Rent required to be paid by the Lessee to the Lessor under this Lease, as well
as in respect of goods and services sold by the Lessee or any person claiming or acting
through, under or with the permission of the Lessee.
10.7 OverholdinQ No Tacit Renewal
If the Lessee remains in possession of the Premises after the end of the Term with the Consent
of the Lessor but without having executed and delivered a new Lease and Licence, there is no
tacit renewal of this Lease and the Term hereby granted, notwithstanding any statutory
provisions or legal presumption to the contrary, and the Lessee shall be deemed to be
occupying the Demised Premises as a Lessee from month to month at a monthly Rent payable
in advance on the first day of each month equal to the aggregate of the following: (a) one-
twelfth (1/12th) of the amount of the Rent payable by the Lessee in the last full twelve (12)
month Rental Year of the Term; and otherwise, upon the same terms, covenants and conditions
as are set forth in this Lease, so far as these are applicable to a monthly tenancy.
10.8 Waiver
(a) Notwithstanding anything contained in any statute now or hereafter in force limiting or
abrogating the right of distress, none of the goods, chattels or Lessee's fixtures on the
Premises at any time during the Term shall be exempt from levy by distress for rent in arrears,
and if any claim is made for such exemption by the Lessee or if a distress is made by the
Lessor or if any action is brought to test the right of the Lessor to levy upon any such goods as
are so exempted, this Lease may be pleaded as an estoppel against the Lessee, the Lessee
hereby waiving each and every benefit that could or might have accrued to the Lessee under
and by virtue of any such statute but for this Lease.
(b) Failure of the Lessor to insist upon the performance of any such covenant or condition
of this Lease or to exercise any right or option contained in this Lease shall not be construed as
a waiver or relinquishment of any such covenant, condition, right or option or of any subsequent
breach of the same. No variation or waiver of any covenant or condition of this Lease shall be
valid unless in writing and signed by duly authorized persons on behalf of the Lessor.
(c) All Rent to be paid by the Lessee to the Lessor shall be paid without any deduction,
abatement, set-off or compensation whatsoever.
10.9 Distress
Notwithstanding any provision of this lease or any provision of applicable legislation, none of the
goods and chattels of the Lessee on the Premises at any time during the Term of this Lease
and any extension of renewal thereof shall be exempt from levy by distress for Rent in arrears,
and the Lessee waives any such exemption. If the Lessor makes any claim against the goods
and chattels of the Lessee by way of distress, this provision may be pleaded as an estoppel
against the Lessee in any action brought to test the right of the Lessor to levy such distress.
10.10 Costs
The Lessee shall pay to the Lessor all damages and costs (including, without limitation, all legal
fees on a solicitor and its client basis) incurred by the Lessor in enforcing the terms of this
Lease, or with respect to any matter or thing which is the obligation of the Lessee under this
Lease, or in respect of which the Lessee has agreed to insure or to indemnify the Lessor.
10.11 Set-Off and Accord and Satisfaction
The Lessee hereby waives the benefit of any statutory or other rights in respect of abatement,
reduction, set-off, counterclaim, demand, deduction or compensation in its favour at the time
hereof and at any future time. No endorsement or statement on any cheque or any letter
accompanying any cheque or payment as Rent shall be deemed an acknowledgement by the
Lessor of full payment, or an accord and satisfaction, and the Lessor may accept and cash any
such cheque or payment without prejudice to the Lessor's right to recover the balance of such
Rent or pursue any other right or remedy provided in this lease or at law, in equity or by statute.
The Lessor may apply or allocate any sums received from or due to the Lessee against any
amounts due and payable under this Lease in such manner as the Lessor sees fit.
10.12 Authority of Lessor. etc.
The Lessee acknowledges and agrees that the Lessor shall not be responsible for any debts
incurred by the Lessee or by any person for whose conduct the Lessee is responsible in law.
The Lessee shall not represent or suffer or permit anyone to represent to any person that either
the Lessor or the Municipality of Clarington will be responsible for payment of any debt incurred
or to be incurred by the Lessee.
10.13 Rules ReQardina Operation of Demised Premises and Areas
The Municipality's Purchasing Manager from time to time may give the Lessor and the Lessee
written notice of rules regarding the operation of the Demised Premises which rules shall be
deemed to be part of this Lease. Such rules shall be complied with by the Lessee during the
Term of this Lease and any extension or renewal thereof.
10.14 Demised Premises and Areas to be Smoke-Free
The Lessee shall not permit or suffer any person to smoke a tobacco product anywhere in the
Building.
10.15 Not Used
10.16 Not Used
10.17 Acknowledaement Basement and Second Floor Not Improved
The Lessee acknowledges that the basement and the Second Floor of the Building have not
been improved and that the Lessor is under no obligation to the Lessee to improve any part of
them.
10.18 Use of Additional Areas by the Lessee
The parties acknowledge and agree that if the Lessee desires to lease any other area, facilities
and equipment, any such agreement shall be in the discretion of the Lessor and the Lessee
shall be required to pay to the Lessor the Lessor's then current charges to any other person
who licences the same from the Lessor.
10.19 Lease Subiect to Lease
Notwithstanding any provision of this Lease, the parties acknowledge and agree that this Lease
shall terminate on the termination of the Lease.
10.20 Notices
If any notice or other document is required to be or may be given by the Lessor or by any
official of the Lessor to the Lessee or by the Lessee to the Lessor under this Lease such notice
shall be transmitted by telefax, mailed by first class prepaid post or delivered to:
The Lessor: Municipality of Clarington
40 Temperance Street
Bowmanville, Ontario
L 1 C 3A6
Attention: Purchasinq Manaqer
If by telecopier to: (905) 623-3330
The Lessee: The Lions Club of Bowmanville
26 Beech Avenue
Bowmanville, Ontario
L 1 C 3A2
Attention: President
or such other address of which the Lessor or the Lessee has notified the other in writing. Any
such notice so mailed or delivered shall be deemed good and sufficient notice under the terms
of this Lease and shall be effective from the date which it is so mailed or delivered. Any notice
transmitted by telefax shall be effective from the date that it is telefaxed.
10.21 Force Maieure
Notwithstanding anything to the contrary contained in this Lease, if the Lessee is bona fide
delayed or hindered in or prevented from the performance of any term, covenant or act required
hereunder by reason of strikes; labour troubles; inability to procure materials or services; power
failure; restrictive governmental laws or regulations; riots; insurrection; sabotage; rebellion; war;
act of God; or other reason whether of a like nature or not which is not the fault of the Lessee,
then performance of such term, covenant or act is excused for the period of the delay and the
Lessee shall be entitled to perform such term, covenant or act within the appropriate time
period after the expiration of the period of such delay. However, the provisions of this
paragraph do not operate to excuse the Lessee from the prompt payment of Rent or any other
payments required by this Lease.
" '
10.22 Time of Essence
Time shall be of the essence in all respects of this Lease every part of it.
10.23 Enforceability
If any term, covenant or condition of this Lease or the application thereof to any person or
circumstance is to any extent held or rendered invalid, unenforceable or illegal, the remainder of
this Lease or the application of such term, covenant or condition to persons or circumstances
other than those with respect to which it is held invalid, unenforceable or illegal is not affected
thereby and continues to be applicable and enforceable to the fullest extent permitted by law.
10.24 Enurement
This Lease shall enure to the benefit of and be binding upon the parties hereto, their
successors and assigns, provided that no rights shall enure to the benefit of an assignee of this
Lease or a Lessee of any portion of the Premises unless the provisions of Section 8.1 are
complied with.
10.25 GoverninQ Law
This Lease shall be interpreted, governed and enforced in accordance with the laws of the
Province of Ontario, Canada.
IN WITNESS WHEREOF the Lessee and the Lessor have duly executed and unconditionally
delivered this Lease as of the date first above written.
By:
By: '-
THE LIONS CLUB OF BOWMANVILLE,
ONTARIO
By:
r~~ C:J.I~)I1P(rlJor/
Name: - Title:
4d - c!lcv
Name: Title:
By:
. " .
SCHEDULE "A"
FLOOR PLANS