HomeMy WebLinkAboutADMIN-03-99 `
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` THE CO 2gAT
RP Rpr�N OF TIIIE MUNICIPALITY OF CLARINGTON
THE ATION OF THE TOWN OF NEWCASTLE
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
REPORT
GENERAL PURPOSE A � ������D���
K8o0UnO� ~~�^'~~`^~^^^=�^^ Fi|a#
Date: MARCH X, l0q9 Reo. #
By-Law# _i./�_��/�
Report#: 9:i|e#:
Subject: CLARINGTON BEECH CENTRE LEASE
26 Beech Avenue,BowonunvU|e
Recommendations:
It is respectfully recommended that the General Purpose and Administration Committee recommend to
Council the following:
|. THAT Report No. AI)N/DN-O3-99hereceived;
2. THAT the lease agreement with the Clarington Older Adult Association Inc. for a ten year term for
u nominal fee of$2.00heapproved;
3. THAT the attached By-law marked Attactnuent#1 be approved authorizing the Mayor and Clerk to
execute the agreement substantially in the form of the lease agreement to lease with the Clarington
Older Adult Association|nu.', and
4. THAT copies of this report be forwarded to the Clarington Older Adult Association Inc.
1.0 BACKGROUND:
\.| /\a Council ia aware,the Municipality has been io negotiations with the C1uhugtou Older Adult
Association Inc.for the use and operation of the Clarington Beech Centre at 26 Beech Avenue,
BovvozuuviUm.
12 Also,the Municipality has assisted the Clarington Older Adult Association Inc. in the preparation of
two sub-leases with the C|udngton Community Care and the 8ovvouuovi|loLions Club.Both parties
vv ill he entering into an agreement with the Clarington Older Adult Association Inc.to operate their
programs u1 the Centre.
1.3 The Clarington Community Care Agreement includes terms and conditions for the operation of the
Community Care Program at the Centre.The term of the Lease is ten years and it permits exclusive
use o[l`4OO square feet ou the main floor.
1.4 The Bowrnanville Lions Club Agreement includesterms and conditions for the use of the billiards
room dinner and executive meetings of the Lions and Lioness and the operation of the nursery
school.The term ofthe Lease ie five years.
../2
1 L /
111
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REPORT ADMIN-03-99 -2- MARCH 1, 1999
2.0 TERMS AND CONDITIONS:
2.1 The agreement being recommended to Council is for the entire building and associatedgrounds
which includes the tennis courts and parking lot areas consistent with discussions and the
understanding of Council.
2.2 The Clarington Older Adult Association Inc.will be responsible for all operating costs including
janitorial,utilities etc.with the Municipality responsible for the physical plant and building
structure.The term of the agreement is 10 years with an extension for another term of 10 years.
2.3 In this agreement,the Clarington Older Adult Association Inc.will be responsible for any taxes
levied against the building/property.At this time there are no taxes assessed.The Clarington Older
Adult Association Inc. indicated their concern that if and when the Province imposes additional
charges such as tax bills,assessment designation,they will have serious financial operating
concerns.This agreement allows the Clarington Older Adult Association Inc.to re-open discussions
of this clause to arrive at a mutually satisfactory agreement respecting the payment of additional
rent.
2.4 The Municipality has included several clauses which relates to financial accountability to protect the
Municipality in the event of a default.The Clarington Older Adult Association Inc. as per their
Constitution and By-laws have appointed Michael Sullivan Chartered Accountants as their Auditor.
The Auditor will ensure that proper financial records are maintained in accordance with this
Agreement.
2.5 The Clarington Older Adult Association will remit to the Municipality,over the term of this
agreement,repayment of the cost for the construction and installation of the"leasehold
improvements" for Community Care.
3.0 PROGRAM ACTIVITIES:
3.1 For your information I have attached Schedule A,which indicates the daily programming of the
Clarington Older Adult Association at the Clarington Beech Centre.
4.0 TREASUER AND SOLICITOR:
4.1 The Treasurer and the Municipality's Solicitor have reviewed the terms and conditions of the
Agreement and concur with the recommendations contained in this report.
Respectfully submitted, Reviewed by,
r
Fre ric orvat ,R.D.M.R.,R.R.F.A. Franklin Wu,
Property Manager and Health& Safety Officer Chief Administrative Officer
FH:sa
213
CLARINGTON OLDER ADULT ASSOCIATION
26 BEECH AVENUE, BOWMANVILLE, L1C 3A2 TELEPHONE: 905-697-2856
PROGRAM OF ACTIVITIES
FEBRUARY 1999
� Thursday ��- Friday
Monday
Tuesday Wednesday
1 2 3 q 5
9 am Walking 10 am Social Bridge 9 am Walking 9 am Line Dancing 9 am Walking
9 am Exercise 10 am Euchre 9 am Exercise 10 am To Be Announced 9:30 Crafts - Valentine Cards
14 am Gentle Exercise 10 am Sit'n Chat 10 am Modified Exercise 1 pm Bunka 9:30 Shuffleboard
11 am Tai Chi 12noon Hot Luncheon - 9:30 ouilling 1 pm Bridge 10 am Book Club
1:00 Quilting 1 pm Square Dancing 1 pm Shuffleboard 1 pm Euchre 1 pm Drop-In Bingo
1:30 Yoga 1 pm Newcomers Club 1 pm Drop-in Games Room 1 pm Darts, Billiards, Games,
2:45 Yoga 1 pm Darts, Billiards, Games, Ping Pong
7 pm Duplicate Bridge Ping Pong
8 g 10 11 12
9 am Walking 10 am Euchre 9 am Walking 9 am Line Dancing 9 am Walking
9 am Exercise 10 am Social Bridge 9 am Exercise 1 pm Bridge 9:30 Crafts - Folk Art
10 am Gentle Exercise loam Sit'n Chat 10 am Modified Exercise 1 pm Euchre 9:30 Shuffleboard
11 am Tai Chi 12noon Hot Luncheon 9:30 Quillinq 1 pm Darts, Billiards, Games, 10 am Book Club
1:00 Quilting 1 pm Square Dancing 1 pm Shuffleboard Ping Pong I pm Drop-In Bingo
1:30 Yoga 1 pm Newcomers Club 1 pm My Eyes are not as Good
2-45 Yoga 1 pm Darts, Billiards, Games, as They Used to be! 1 pm Safe-Tea
7 pm Duplicate Br��ge Ping Pong
15 16 17 18 19
9 am Walking 9:30 Osteoporosis Support 9 am Walking 9 am Line Dancing 9 am Walking
9 am Exercise Group 9 am Exercise 1 pm Euchre 9:30 Crafts - Picture Frames
10 am Gentle Exercise 10 am Euchre 10 am Modified Exercise 1 pm Social Bridge to am Shuffleboard Book Club
11 am Tai Chi 10 am Social Bridge 9:30 Quilling 1 pm Bunka
1:00 Quilting 10 am Sit'n Chat 1 pm Shuffleboard 1 pm Darts, Billiards, Games,
1:30 Yoga 12noon Hot Luncheon 1 pm Plants from Seed Ping Pong
2:45 Yoga 1 pm Square Dancing 1 pm Drop-in Games Room 1 pm Social Dancing
7 pm Duplicate Bridge 1 pn Newcomers Club
1 om Darts, etc. Games Room
22 23 24 25 26
9 am Walking 10 am Euchre 9 am Walking 9 am Line Dancing 9 am Walking
9 am Exercise 10 an Social Bridge- 9 am Exercise 10 am Walking on t!-e- Wild Side 9:30 Crafts - Pen & Ink Gift
10 am Gentle Exercise 10 am Sit'n Chat 10 am Modified Exercise Roy Forrester Bags
11'am Tai Chi 12neon Hot Luncheon 9:30 Quillina 1 pm Euchre 9:30 Shuffleboard
1:00 Quilting 1 pm Square Dancing 1 pm Shuffleboard 1 pm Social Bridge 10 am Book Club
1:3J Yoga 1 pm Newcomers Club 1 pm Drop-in Games Room 1 pm Bunka 11:30 Soup & Sandwich lunch
2.45 Yoga 1 an, Darts, Billiards, Games, 1 pm Darts, Billiards, Games, 1-3:00 Update on current
7 pm Duplicate Bridge Ping Pong 2 pm Financial Planning - Ping Pong Seniors Benefits:
Neil McGregor 2 pm 55 Alive Defensive Federal Government,
Driving Course Human Resources
Development - Canada
Note: Try the new low-cost Soup &Sandwich lunch on Friday February 26.
Reminder: The Downstairs Games Room is now available daily for drop-in darts, ping pong, games, cribbage, etc. Also, Billiards on Tuesdays and Thursdays.
Coming: Tuesday, March 23, 1999 - 7:30 p.m. Have a Good Doris Day! Smile Theatre Production.
ATTACHMENT #1
BY-LAW 99-
Being a By-law to authorize a lease agreement between the
Corporation of the Municipality of Clarington and the
Clarington Older Adult Association Inc., in respect of a lease
for the premises situated at 26 Beech Avenue, Bowmanville.
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 with the Corporation Seal, a lease
agreement between the Clarington Older Adult Association Inc., and said
Corporation.
2. THAT the contract attached hereto as Schedule "A" form part of this By-law.
By-law read a first and second time this day of March, 1999.
By-law read a third time and finally passed this day of March, 1999.
Mayor
Clerk
DRAFT#9
January 26, 1999
THIS Lease is made as of the 1st day of October, 1998
BETWEEN:
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
(the"Landlord")
OF THE FIRST PART
-and-
CLARINGTON OLDER ADULT ASSOCIATION,a non-profit
company incorporated under the laws of the Province of Ontario
(the"Tenant")
OF THE SECOND PART
LEASE
1216
TABLE OF CONTENTS
ARTICLE ONE
PREMISES,TERM,OFFER AND USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I
1.1 Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Tenn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.3 Use. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Nuisance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE TWO
RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Rent and Basic Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Additional Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Community Care Office Facilities Leasehold Improvements . . . . . . . . . . . . . . . . 3
2.4 Rent Past Due . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE THREE
REPAIRS,MAINTENANCE AND ALTERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1 Landlord's Duty to Repair. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Tenant's Duty to Maintain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
33 Cost of Remedying Tenant's Default Additional Rent . . . . . . . . . . . . . . . . . . . . . 4
3.4 Prior Approval Required of Tenant's Alteration of Premises . . . . . . . . . . . . . . . . 4
3.5 Construction Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.6 Notice of Accidents, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE FOUR
REMOVAL OF TENANT'S FIXTURES AND EQUIPMENT . . . . . . . . . . . . . . . . — 5
4.1 Right to Remove Fixtures, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE FIVE
ACCESS AND ENTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.1 Access to Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.2 Entry not Forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE SIX
INSURANCE AND INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.1 Tenant's Duty to Insure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.2 Terms of Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.3 Evidence of Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
6.4 Failure to Provide Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.5 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.6 Responsibility for Loss or Damage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.7 Benefit of Indemnity,etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.8 Dangerous Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE SEVEN
DAMAGE AND DESTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7,1 Damage to Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.2 Insured Damage to or Destruction of Building . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.3 Uninsured Damage to Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7A Termination of Lease After Destruction or Damage to Building . . . . . . . . . . . . 11
7.5 Actions Following Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I
1217
)I
7.7 Restoration of Building and Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . 11
7.8 Determination of Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.9 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE EIGHT
ASSIGNMENT, SUB-LEASE AND LICENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.1 Consent Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.2 Consent Granted for Certain Sub-Leases and Licences . . . . . . . . . . . . . . 12
ARTICLE NINE
DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9.2 Right of Re-Entry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9.3 Legal Expenses to Recover Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
9.4 Right of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
9.5 Right to Re-let . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
9.6 Separate Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE TEN
TENNIS COURT LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
10.1 Assignment of Tennis Court Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE ELEVEN
EXTENSION OR RENEWAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
11.1 Option to Extend or Renew Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE TWELVE
FINANCIAL AFFAIRS AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
12.1 Financial Records,etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
12.2 Auditor's Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE THIRTEEN
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
13.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
13.2 Schedules Form Part of Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
13.3 Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
13.4 Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
13.5 No Partnership or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
13.6 PST and GST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
13.7 Overholding No Tacit Renewal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
13.8 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
13.9 Distress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
13.10 Rules Regarding Use of Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
13.11 Premises to be Smoke Free . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
13.12 Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
13.13 Set-Off and Accord and Satisfaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
13.14 Authority of Landlord,etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
13.15 Parties to Act in Good Faith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
13.16 Landlord's Property Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
13,17 Landlord's or Tenant's Issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
13.18 Notices . . . . . . . . . . . . . . . . . '. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
13.19 Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
13.20 Time of Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
13.21 Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
13.22 Enurement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
1218
(ll
13.23 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Schedule"A" -"Description of Premises"
Schedule"B" -"Floor Plans of Building"
Schedule"C" -"Site Plan of Premises"
Schedule"D" -"Draft Sub-Lease and Licence to the Durham
Region Community Care Association"
Schedule"E" -"Draft Sub-Lease and Licence
to the Lions Club ofBowmanville"
1219
DRAFT#9
January 26, 1999
THIS Lease is made as of the 1 st day of October, 1998
BETWEEN:
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
(hereinafter called the"Landlord")
OF THE FIRST PART
-and-
CLARINGTON OLDER ADULT ASSOCIATION
(hereinafter called the"Tenant")
OF THE SECOND PART
WHEREAS:
A. The Landlord has agreed to Lease to the Tenant and the Tenant has agreed to Lease from the
Landlord the lands and premises which are particularly described in Schedule "A" hereto (the
"Premises")subject to the exclusions,terms and conditions set out in this Lease;and
B. This Lease is authorized by By-law No. passed by the Council of The Corporation
of the Municipality of Clarington on 1998,
NOW THEREFORE THIS LEASE WITNESSES that in consideration of the rents,
covenants and agreements lereinafter referred and contained on the parts of the Landlord and the
Tenant hereinafter set forth, the Landlord Leases to the Tenant, subject to the reservation to the
Landlord of the rights of access and entry onto the Premises set out below and subject to the
provisions of the "Tennis Court Lease" (as hereafter defined), and the Tenant Leases from the
Landlord,the Premises on the following terms and conditions.
ARTICLE ONE
PREMISES,TERM,OFFER AND USE
1.1 Premises
The Premises include(1)the interior areas of the building situated on the lands demised to the Tenant
by this Lease(the`Building")which interior areas are outlined in red on the floor plans contained in
Schedule`B" hereto, and (2) the exterior areas outlined in green on the site plan contained in
Schedule"C"hereto. The Premises do not include the structure of the Building,the exterior walls,
bearing walls,fenestration and doors of the Building from their interior face,mechanical systems,the
"HVAC System" (as hereafter defined), the electrical system, and the plumbing system within or
serving the Building. Schedules`B"and"C"are not intended to be a representation by the Landlord
shown as to the precise size or dimension of the Building or exterior area of the Premises or a
representation as to any other aspect of the development of the lands demised to the Tenant by this
Lease.
Lease -2-
1.2 arm
The Term of this Lease shall commence on October 1;1998(the"Commencement Date")and shall
terminate on the day which is ten (10) years after the Commencement Date unless the Term is
extended or renewed in accordance with the provisions of Section 11.1 of this Lease.
1.3
(a) Except as otherwise permitted by a sub-lease which the Landlord has consented or which is
referred to in Section 8.2 of this Lease,throughout the Term of this Lease including any extension
or renewal thereof,subject to the other provisions of this Lease,the Tenant shall use,permit or suffer
each part of the Premises to be used only for the purposes of a social and activity centre for older
adults who are fifty-five(55)years of age or older and are residents of the Municipality of Clarington
("Older Adults"). Notwithstanding the foregoing,the Tenant may licence the kitchen,bar,dining or
banquet hall,ballroom and meeting facilities shown on the floor plans contained in Schedule`B"
hereto("Social Facilities")for use by any persons for a consideration whether or not such persons
are Older Adults.
(b) At all times throughout the Term including any extensions or renewals thereof,the Tenant
shall continuously,actively and diligently carry out,cause,or suffer the use of the 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 Premises or any part therefor for any other
purpose. The Tenant shall obtain all necessary permits or licences required by applicable law in
respect of any use which the Tenant or any person who claims under the Tenant,may make or permit
or suffer any other person to make of any part of the Premises.
(c) The Tenant acknowledges and agrees that the Landlord shall not be responsible for any of the
Tenant's costs,liabilities,or responsibilities in respect of employment contracts made by the Tenant
with full-time or part-time employees of the Tenant or volunteers of the Tenant. None of the full-
time or part-time employees of the Tenant shall be considered or deemed to be employees of the
Landlord for any purpose,and none of them shall be or be considered to be required or to be eligible
to participate in the Ontario Municipal Employees Retirement System. Prior to hiring employees,the
Tenant shall bring the content of this paragraph 1.3(c)to their attention.
1.4 Nuisanc
The Tenant shall not commit,permit or suffer(i)any waste,damage or injury to the Premises or any
part thereof,including,without limitation,the improvements, installations,fixtures and equipment
located thereon or therein; (ii) any nuisance in or on the Premises or any part thereof; (iii) any
overloading of any HVAC system, any utility, electrical system, plumbing system, mechanical
equipment,or other facilities or systems within or serving the 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 Landlord in its sole discretion,acting reasonably,may determine whether the Tenant
is in breach of any provision of this Section 1.4.
ARTICLE TWO
RENT
2.1 Rent utul Duals Runt
I IIb Ab1Il I Hbl vbd 6y[Ilb ki d Uld 6y d 11 Lbdse bdiiIPd9ts"basic bent" and"Addltlottai kefit". f6
Basic Rent is the capitalized sum of two ($2,00) dollars for the Term. The Landlord hereby
acknowledges receipt of the Basic Rent for the Term of this Lease and any extension or renewal
thereof.
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2.2 Additional Rent
(a) In each and every year during the Term,as Additional Rent,the Tenant 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 utilities,including water,gas,oil,electrical power or energy,light,heat,air conditioning,
telephone, steam or hot water used upon or in respect of the Premises or for fittings, machines,
apparatus,meters or other things Leased in respect thereof,and for.all work services performed by
any corporation or commission in connection with such utilities.
Without limiting the foregoing in any way,during the Term,the Tenant shall also be responsible for
and shall pay promptly as Additional Rent the aggregate of all expenses and costs of every kind,
without duplication,incurred by or on behalf of the Landlord for which the Tenant is responsible
under the provisions of this Lease with respect to maintenance of the Premises and all insurance
relating to the Premises required to be obtained by the Tenant, forthwith after the Tenant is given
written notice by the Landlord's Property Manager requiring it to do so.
(b) The Tenant shall(i)provide the Landlord within thirty(30)days after receipt of same any tax
bills,assessments,utility charges and other notices regarding the foregoing and(ii) promptly deliver
to the Landlord receipts evidencing the payment of all of the foregoing. If received by the Landlord,
the Landlord shall promptly deliver to the Tenant any such tax bills, assessments,utility charges and
other notices regarding the foregoing. Should any additional charges imposed by Government orders,
regulations or legislation pose an undue hardship to the operation of the Tenant the Landlord agrees
to open discussions on paragraph 2.2(a) in order to arrive at a mutually satisfactory agreement
respecting the payment of Additional Rent.
2.3 Community Care Office Facilities Leasehold Improvements
Forthwith after it receives each monthly payment of Rent under a Sub-Lease and Licences to Durham
Region Community Care Association as referred to in Section 8.2 during the Term,the Tenant shall
remit to the Landlord without,deduction the amounts of Rent reserved by such Sub-Lease and
Licence that are attributed by the Sub-Lease and Licence to the repayment of the cost to the Landlord
of the construction and installation of the Leasehold Improvements described in Schedule`B"of the
draft Sub-Lease and Licence contained in Schedule"D"hereto
2.4 Rent Past Due
Except as otherwise provided in this Lease, if the Tenant pays the Rent reserved hereby, fully
performs all of its covenants and duties under this Lease and no Event of Default has occurred,the
Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for the Term without
interruption or interference by the Landlord or any person claiming through the Landlord.
ARTICLE THREE
REPAIRS,MAINTENANCE AND ALTERATIONS
3.1 Landlord's Duty to Repair
(a) Except as otherwise provided in Section 3.2 respecting the Tenant's duty to maintain the
Premises, the Landlord at all times throughout the Term shall repair and keep in repair (i) the
structure of the Building including without limitation,its foundations, exterior walls,sub-floor,roof,
exterior walls, bearing walls, structural columns and beams of the buildings, (ii) fenestration and
doors,(iii)HVAC System,the electrical system,plumbing system, fixtures and equipment,other than
Tenant's fixtures or equipment,located in or serving the Premises or any part thereof, as would a
prudent owner of a reasonably similar building to the Building.
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(b) The Landlord shall not be responsible for any damage howsoever caused to the Tenant by
reason of delays in the performance of any repairs for which the Landlord is responsible under this
Lease. The Landlord shall have the right at any time to stop, interrupt or reduce any services,
facilities, systems or utilities provided to or serving the Premises, or any part thereof, to perform
repairs,replacements,improvements,alterations,restoration,adjustments, calibrations or balancing
or to comply with laws or regulations,or binding requirements of its insurers,or for causes beyond
the Landlord'ss reasonable control or as a result of the Landlord exercising its duty under this
provision in cases where the Landlord determines such is prudent or reasonably required. The
Landlord shall not be in breach of any covenant for quiet enjoyment or liable for any injury,loss,costs
or damages whatsoever,howsoever caused,whether direct or indirect,incurred by the Tenant due
to any of the foregoing,and such shall not constitute a constructive or actual eviction or a re-entry
or forfeiture (except where expressed by the Landlord in writing). The Landlord shall make
reasonable efforts to restore the services, facilities, utilities or systems so stopped, interrupted or
reduced.
3,2 Tenant's Duty to Maintain
The Tenant at all times throughout the Term shall heat the Premises between October 15th and April
1st of each year of the Term of the Lease and any extension or renewal thereof and shall maintain
the Premises in a satisfactory condition as determined by the Landlord, acting reasonably. Without
limiting the foregoing,the Tenant shall keep the Premises in a clean condition,obtain at its expense
janitorial services, remove snow from driveways and walkways on the Premises and from the
sidewalks on the road allowances which abut any one or more parts of the Premises,maintain the
gardens and remove waste from the Premises.
3.3 Cost of Remedying Tenant's Default Additional Rent
If the Tenant breaches its duty to maintain the Premises as provided in Section 3.2 for a period of
fifteen (15) days after being given written notice by the Landlord specifying with reasonable
particularity the breach(es)in question,in addition to the other remedies available to the Landlord
under this Lease or under Me applicable law,the Landlord may enter on the Premises and perform
the maintenance in question and notify the Tenant in writing of the cost of doing so. Any such cost
shall be deemed to be and shall be payable by the Tenant to the Landlord as Additional Rent.
3.4 Prior Approval Required of Tenant's Alteration of Premises
(a) No alteration shall be made to any part of the Premises by the Tenant or by a sub-lessee or
licencee of any part of the Premises without the written approval of the Landlord's Property Manager
being first obtained. The Tenant shall submit to the Landlord details of the proposed alterations,
including,without limitation,plans,drawings and specifications prepared by qualified architects or
engineers,if necessary,in conformity with the Landlord's then current building standards. All such
alterations shall be performed (i) at the sole cost of the Tenant, (ii) by contractors and workmen
designated,provided or approved by the Landlord, (iii)in a good and workmanlike manner,(iv)in
accordance with plans, drawings and specifications approved in writing by the Landlord 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 Landlord, and (vii) only after there is provided to the Landlord such indemnification against
construction liens and evidence of such additional Tenant's insurance as the Landlord may reasonably
require.
(b) If,in the Landlord's opinion any alterations or maintenance would affect the structure of the
building on the Premises,or any part thereof,or any of the HVAC System or electrical,plumbing or
mechanical equipment,facilities or systems or other base building equipment,facilities or systems,
then at the option of the Landlord,such work shall be performed by the Landlord at the Tenant's cost.
On completion of such work, the Tenant shall pay to the Landlord the cost of such work, as
determined by the Landlord as Additional Rent. No alteration to the Premises by or on behalf of the
Tenant shall be permitted which may weaken or endanger the structure of, or adversely affect the
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condition of the Premises or building or any part thereof located thereon in the sole opinion of the
Landlord,acting reasonably.
(c) The Landlord's approval of any alterations or plans,drawings or specifications with respect
thereto shall not constitute a waiver by the Landlord of the Tenant's obligations herein to comply with
all laws and all requirements of all authorities with respect to such alterations,nor shall the Landlord's
approval constitute an acknowledgment or agreement by the Landlord that such laws and
requirements have been complied with,
3.5 Construction Liens
The Tenant shall promptly pay for all materials and services supplied and work done on its behalf in
respect of the Premises so as to ensure that no claim for lien under the Construction Lien Act is
registered against any portion of the Premises or against the Landlord's or Tenant's interest therein.
If a claim for lien is registered on title or filed with the Landlord's Clerk,the Tenant shall discharge
it at its expense within twenty(20)days thereafter, failing which the Landlord, at its option,may
discharge the lien by paying the amount claimed to be due into court or directly to the lien claimant
and the amount so paid. All expenses of the Landlord including,without limitation,legal fees(on a
solicitor and his client basis)shall be paid by the Tenant to the Landlord on demand as Additional
Rent.
3.6 Notice of Accidents,etc.
The Tenant shall promptly notify the Landlord of any accident, defect, damage or deficiency
(including,without limitation,any existence,discharge,spillage or leakage of any hazardous or toxic
substances or any notice to the Tenant in connection therewith)in or on any part of the Premises
which comes to the attention of the Tenant, its employees or contractors notwithstanding that the
Landlord may have no obligation in respect thereof.
ARTICLE FOUR
REMOVAL OF TENANT'S FIXTURES AND EQUIPMENT
4.1 Right 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 Tenant at its cost may remove Tenant's fixtures, equipment and personal
property from the Premises provided that the Tenant at its cost shall restore Premises by making good
any damage that has occurred to the Premises either by the installation of Tenant's fixtures,
equipment or personal property or by the removal of any of them from any part of the Premises. If
the Tenant does not remove its fixtures, equipment and personal property from the Premises at the
expiry of the Term,they shall become the absolute property of the Landlord without prior notice
being given to the Tenant or compensation therefore being paid by the Landlord to the Tenant,and
the Landlord shall be free to use or to dispose of the same and to appropriate the proceeds of disposal
to the Landlord's own use absolutely. The Landlord's rights and the Tenant'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 Premises
(a) Without limiting any other right which the Landlord may have pursuant to this Lease or at
law,the Landlord shall have the right,but not the obligation,following reasonable written notice to
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the Tenant(except in the case of an emergency or apprehended emergency where no such notice shall
be required),to enter the Premises at any time and for any of the following purposes:
(i) to examine the Premises or to perform any maintenance,repairs, replacements, alterations or
improvements to the 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 Premises or any
part thereof;
(ii) to preserve and protect the Premises, or any part thereof in respect of any construction or
other work being performed in premises adjoining or in the vicinity of the Premises,or on any
part of the Premises;
(iii) for any purposes as determined by the Landlord in cases of emergency;
(iv) to read any utility or other similar meter located in the 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 Premises to prospective
tenants,and to permit them to make inspections,measurements and plans;
(vi) to exercise any of the rights available to the Landlord pursuant to this Lease or to perform
such work in respect of the Premises, or any part thereof, as the Landlord shall deem
necessary.
(b) The Landlord shall have the right to install, maintain, use, repair, replace, alter, calibrate,
adjust,balance, check and inspect pipes,ducts, conduits,vents,wires,access panels to mechanical
shafts and other installations in or leading in,through,over or under the Premises including,without
limitation,other elements or equipment of any mechanical,plumbing or electrical system,the HVAC
System, systems for utilities,telephone and other communications systems, and any other systems
which are within or serve the Premises,or any part thereof. The Landlord shall have access to the
foregoing and the right to enter the Premises for the purposes thereof and in connection therewith
at any time following reasonable notice to the Tenant except in the case of an emergency or
apprehended emergency for which no notice shall be required. The Tenant shall not unduly obstruct
any pipes,conduits or mechanical or other electrical equipment or systems so as to prevent reasonable
access thereto,
(c) The Landlord shall have the right to take into the 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 Landlord
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 Landlord's Property Manager shall determine, and to the
extent practical in the circumstances, so as to minimize interference with the Tenant's use and
enjoyment of the Premises.
(d) At any time that entry by the Landlord is desired in case of emergency or apprehended
emergency, as determined by the Landlord's Property Manager, if no personnel of the Tenant are
known by the Landlord to be present on the Premises or if such personnel fail for any reason to
provide to the Landlord immediate access at the time that such entry is desired, the Landlord may
forcibly enter the Premises without liability for damage caused thereby.This paragraph 5.1(d)is not
intended to impose any obligations,responsibilities or liabilities on the Landlord nor is it intended to
limit the rights of the Landlord or the obligations of the Tenant under any other Section of this Lease.
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5.2 Entry not Forfeiture
Notwithstanding anything contained in this Lease,the exercise by the Landlord 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 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 Landlord in writing), nor shall it render the
Landlord liable for any injury,loss,costs or damages whatsoever,howsoever caused,whether direct
or indirect, incurred as a result thereof by the Tenant, not shall the Tenant 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 Tenant's Duty to Insure
The Tenant shall obtain and maintain throughout the Term:
(i) all risk property insurance for Leasehold improvements to the Building in its own name,
insuring against all perils, naming the Landlord as an additional insured, in an amount and
containing terms and conditions satisfactory to the Landlord's Treasurer,acting reasonably;
and
(ii) general liability and property damage insurance including tenant's legal liability in the
minimum amount of Five Million Dollars($5,000,000), naming the Landlord as an additional
insured, and containing a cross-liability endorsement, and other terms and conditions
satisfactory to the Landlord'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 Landlord'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 Landlord
or Tenant 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 Landlord and the Tenant of the intended
change,cancellation or termination,and(ii)a clause stating that the Tenant'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 Landlord. Each of the policies referred to in Section 6.1 shall contain a
waiver,in respect of the interests of the Landlord 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 Tenant shall provide to the Landlord for acceptance prior to the earlier of the Commencement
Date and the date it occupies the Premises for any purpose,evidence satisfactory to the Landlord's
Treasurer of such insurance or, if required by the Landlord'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 Landlord or upon the placement,renewal, amendment or extension
of all or any part of such insurance,the Tenant shall immediately provide to the Landlord evidence
of such insurance in and completed in accordance with the Landlord's standard form of certificate of
insurance or,if required by the Landlord'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.
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6.4 Failure to Provide Insurance
The cost or premium for each and every such policy shall be paid by the Tenant prior to the due date
therefor,If the Tenant fails to take out or maintain such insurance or fails to provide to the Landlord
such certified copies of insurance and certificates of insurance as herein required, or if any such
insurance is not acceptable to the Landlord's Treasurer (and if the Tenant fails to commence to
diligently rectify and thereafter proceed to diligently rectify the situation within forty-eight(48)hours
after written notice by the Landlord to the Tenant(stating,if the Landlord,from time to time,does
not approve of such insurance,the reasons therefor)),then the Landlord 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 Landlord under this Lease or at law,and in such event the Tenant shall repay to
the Landlord the amount so paid as Additional Rent.
6.5 In m i
Notwithstanding any other provision of this Lease,the Tenant shall indemnify the Landlord and all
of its agents, officers, employees, contractors, consultants, workers and persons for whom the
Landlord is in law responsible(collectively in this Section 6.3 and in Section 6.4 called"Landlord'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 Landlord or any of the Landlord's Employees and
loss of Rent and all other amounts payable by the Tenant under this Lease)and expenses(including,
without limitation, all legal fees and disbursements) that is not caused by the negligence of the
Landlord or any person for whose acts or omissions the Landlord is responsible in law,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 Tenant 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 Premises;
(iii) any act or omission of the Tenant or any other person on or permitted on the Premises,or any
use or occupancy of, or any articles in, the Premises or any part thereof, or any use or
occupancy of any other part of the Building or the Lands by the Tenant or any of its agents,
employees,invitees,licensees,sub-tenants,assignees,concessionaires, contractors or persons
for whom the Tenant is in law responsible(collectively in this Section 6.3 and in Section 6.4
called"Tenant's Employees");
(iv) any act or omission of the Tenant or any of the Tenant's Employees on the Premises or
elsewhere in,on or about the 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 Tenant or any of the Tenant's Employees or any other persons in, on or about the Building
or the Lands or any part thereof by or with the invitation, licence or consent of the Tenant
and/or (II)which is excluded from the Landlord's liability or responsibility under Section
6.6(b);
(vi) any accident or occurrence in, on or at the 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 provided that the accident or occurrence does not result from
the negligence of the Landlord or an act or omission of any person for whom the Landlord
is responsible in law;and/or
(vii) any damage,destruction or need of repair or replacement to any part of, or otherwise relating
to,the Premises or any other part of the Building, or any damages incurred by the Landlord
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or by any occupant of the Building or any part thereof,caused by any act or omission of the
Tenant or any of the Tenant's Employees,notwithstanding any other provisions of this Lease.
If the Landlord,without fault on its part,is made a party to litigation commenced by or against the
Tenant,the Tenant shall indemnify and hold harmless the Landlord from and against all legal and
other costs. The Landlord,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 Tenant is required
to indemnify the Landlord under this Lease. Alternatively,the Landlord may require the Tenant to
assume carriage of and responsibility for all or any part of such litigation or discussions. The Tenant
shall pay all legal costs incurred or paid by the Landlord in enforcing the provisions of this Lease.
For greater certainty the Tenant'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 Damagg
The provisions of this Section 6.4 shall govern notwithstanding any other provision of this Lease.
(a) Except where the Landlord or a person for whose acts or omissions the Landlord is
responsible in law,is negligent,the Landlord shall not be liable for any death or injury arising from
or out of any occurrence whatsoever in, upon,at or relating to the Premises, or any part thereof,or
damage to property of the Tenant or of others located on the Premises,from any cause whatsoever,
nor shall the Landlord be responsible for any loss of or damage to any property of the Tenant,
Tenant's Employees,or others from any cause whatsoever other than the negligence of the Tenant
or a person for whose acts or omissions the Tenant is responsible in law, nor shall the Landlord be
responsible for any indirect or consequential damages that may be suffered or sustained by the Tenant
or any others from any cause whatsoever.
(b) Without limiting the generality of the foregoing, except when the Landlord or a person for
whose acts or omissions the Landlord is responsible in law, is negligent,the Landlord 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:(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 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 Premises or any part thereof, 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 Premises,or any
part thereof;(iii)delays in the performance of any repairs, replacements,maintenance or restoration
for which the Landlord is responsible under this Lease;(iv)incurred by reason of the Landlord or any
of the Landlord's Employees entering upon the 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 Premises;or(vi)by reason of inconvenience, annoyance or injury to business arising from the
Landlord,the Tenant 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
Premises.
(c) The Landlord shall not be liable or responsible in any way for any such death, injury,loss or
damage caused by other tenants,occupants or persons on or in the Premises,or any part thereof or
by any occupants of any adjacent property thereto.
(d) , All property of the Tenant or of any of the Tenant's Employees kept or stored on the Premises
(including without limitation,all Leasehold Improvements Leased by the Tenant herein)shall be so
kept or stored at the sole risk of the Tenant, and the Tenant releases and agrees to indemnify the
Lease -10-
Landlord 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 Tenant's or any others'
insurers, and the Tenant 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 Tenant 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 Landlord and every waiver of subrogation for the benefit of the Landlord contained in
any insurance policy maintained by the Tenant shall survive the expiration or earlier termination of
the Term and any extension or renewal thereof and shall extend to and benefit the Landlord, its
officers,employees and those for whom such persons are responsible in law. Solely for such purpose,
and to the extent that the Landlord expressly chooses to enforce the benefit of this Section for any
or all of such persons,it is agreed that the Landlord 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 Landlord shall be deemed to impose or imply any obligation,responsibility or liability
whatsoever on the Landlord,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 Landlord is
expressly provided for under this Lease.
6.8 Dangerous Use
The Tenant shall not do, omit or permit anything which will increase the cost of the Landlord
insurance or render any insurance on or relating to the Premises subject to cancellation. The Tenant
shall pay to the Landlord forthwith after written notice is given of the Landlord demand for payment,
the amount of any increase in the cost of insurance caused by anything so done, omitted or permitted
as Additional Rent,
ARTICLE SEVEN
DAMAGE AND DESTRUCTION
7.1 Damage to Building
If the Building 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 Landlord 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 Landlord 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 Landlord
is required to be insured under this Lease or is otherwise insured.
7.2 Insured Damage to or Destruction of Building
If damage to or destruction of the Building is caused by an occurrence against which,and to not more
than the extent that the Landlord 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 Tenant's use and occupancy and
the Restoration of the 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
Building be demolished or substantially demolished prior to any Restoration,then the Landlord may
elect to terminate this Lease by giving written notice to the Tenant within sixty(60)days after such
occurrence. If the Landlord does not so elect to terminate this Lease,the Landlord shall diligently
perform the Restoration of the Building to the extent of its obligations pursuant to Section 7.6.
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7.3 Uninsured Damage to Premises
If there is damage to or destruction of the Building and, in the Architect's opinion, (i)such damage
or destruction is caused by an occurrence against which the Landlord is not insured or required to
insure or the cost of Restoration of which would be in excess of the extent to which the Landlord is
required to insure pursuant hereto or is otherwise insured or(ii)the Restoration of the Building 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 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 Landlord may elect to terminate this Lease
by giving written notice to the Tenant within thirty(30)days after such occurrence. If the Landlord
does not so elect to terminate this Lease,the Landlord shall diligently perform the Restoration of the
Building to the extent of its obligations pursuant to Section 7,6.
7.4 Termination of Lease After Destruction or Damage to Building
If(i)in the Architect's opinion,Restoration of any portion of the Building which affects access or
services essential to the Building 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 Building be demolished or substantially demolished
prior to any Restoration following damage or destruction to the Building 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 Building then the Landlord may elect to terminate this Lease by
giving written notice to the Tenant within sixty(60) days after such cause or occurrence. If the
Landlord does not so elect to terminate this Lease,subject to Sections 7.2 and 7.3,the Landlord shall
diligently perform the Restoration of the Building to the extent of its obligations pursuant to Section
7.6.
7.5 Actions Following Termination
If the Landlord elects to terminate this Lease under this Article by giving written notice to the Tenant,
then, notwithstanding the receipt by the Landlord of any insurance proceeds, (i) this Lease shall
terminate on the date that such notice is given,(ii)the Tenant shall immediately vacate and surrender
possession of the Premises and(iii)all Rent accrued to such termination date shall be apportioned and
promptly paid without any right of the Tenant to any abatement, deduction, counterclaim, set-off,
compensation or reduction whatsoever.
7.6 Restoration of Building If Lease Not Terminated
If this Lease is not terminated as provided in this Article,the Landlord,to the extent of the insurance
proceeds which the Landlord receives,shall proceed to perform such Restoration of the Building
United to the extent of its express obligations under this Lease. The obligation of the Landlord with
respect to Restoration of the Building 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 of Building and Insurance Proceeds
(a) If there is damage or destruction to the Building,or any part thereof, and if this Lease is not
terminated pursuant to this Article,the Landlord,in performing the Restoration of the Building,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, or any part thereof,as they existed prior
to such damage or destruction,but the Landlord may perform such Restoration in accordance with
any plans,drawings and specifications chosen by the Landlord in its sole discretion,acting reasonably.
Without limiting the generality of the foregoing,the Landlord after consulting with the Tenant shall
be entitled to demolish and rebuild the Building,or any part thereof.
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(b) The proceeds of insurance, which is required to be maintained by the Tenant and which
insurance is required to name the Landlord as an insured person shall be and are hereby assigned and
made payable to the Landlord. If the Tenant receives any such insurance proceeds,the Tenant shall
receive and hold such proceeds in trust for the Landlord and shall promptly deliver them to the
Landlord. If such proceeds shall have been paid to the Landlord: (A) if this Lease has not been
terminated pursuant to this Article 7, any surplus remaining after the costs of completion of the
Restoration of the Building has been paid,shall be paid to the Tenant to the extent that such surplus
does not exceed the value of any Tenant's fixtures or personal property on the Premises and to the
extent that such surplus is not required to discharge any debt owed by the Tenant to the Landlord or
to remedy any default of the Tenant under this Lease; and (B) if this Lease has been terminated
pursuant to this Article 7 such proceeds shall be paid to the Tenant to the extent that they do not
exceed the value of any Tenant's fixtures or personal property on the Premises and such proceeds are
not required to discharge any debt owed by the Tenant to Landlord or to remedy any default of the
Tenant under this Lease.
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 area(s) of the Building are damaged, destroyed, rendered unsafe or are not
capable of being used,the times within which Restoration of the Building may be made and the date
that it is completed or substantially completed shall be determined by the Architect in its sole
discretion,such determination to be final and binding on the parties.
7.9 Limitation of Liability
Notwithstanding any other provision of this Lease,the Landlord 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 Tenant), of the Tenant or its clerks, employees,
customers, suppliers,sub-tenants, licensees or other persons dealing directly or indirectly with the
Tenant or for whom the Tenant is in law responsible arising out of the failure for any cause
whatsoever of the Landlord 6-r others to perform or complete Restoration of the Building,or any part
thereof,within any period of time following the occurrence of damage or destruction contemplated
by this Article,and the Tenant shall indemnify and save harmless the Landlord from and against all
such damages.
ARTICLE EIGHT
ASSIGNMENT,SUB-LEASE AND LICENCE
8.1 Consent Required
Except as provided in Section 8.2,the Tenant shall not assign this Lease,or sub-let, or licence any
person to use the whole or any portion of the Premises without first obtaining the consent of the
Landlord,which consent may be unreasonably withheld.
8.2 Consent Granted for Certain Sub-Leases and Licences
The Landlord hereby grants its consent to the following actions of the Tenant:
(a) the Sub-Lease and Licence by the Tenant to Durham Region Community Care Association
of part of the Premises in accordance with the terms and conditions of the draft Sub-Lease and
Licence contained in Schedule"D"hereto;
(b) the Sub-Lease and Licence by the Tenant to The Lions Club of Bowmanville if substantially
in accordance with the terms and conditions of the draft Sub-Lease and Licence contained in
Schedule`B"hereto;and
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(c) periodic licences of any one or more parts of the Social Facilities shown on the floor plans
contained in Schedule`B"hereto,or any part thereof which are granted by the Tenant for specified
events to members of non-profit groups or to individuals who are financially responsible on such
terms and conditions as the Tenant may require,provided that no signs are placed on any portion of
the Premises by any such licensees.
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 Tenant fails to pay any Rent promptly when due,provided that the Landlord first
gives the Tenant 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 Tenant fails to rectify any failure of the Tenant to comply with good management
and accounting principles and practices in the management, use or operation of the
Premises as recommended in writing by the Municipality's auditor, and such failure
remains uncorrected or unremedied after thirty(30)days following the day on which
such recommendation is given to the Tenant,
(iii) the Tenant 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 Landlord to the Tenant specifying such default and requiring the
Tenant to remedy the same, provided that if the Tenant 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;
(iv) the Tenant fails to observe and perform any other term, covenant, condition or
obligation under this Lease that is not capable of remedy;
(v) the Tenant makes an assignment for the benefit of its creditors generally, or if the
Tenant is declared bankrupt or insolvent,or if a petition in bankruptcy is filed against
the Tenant,or if the Tenant 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 Tenant's
property,or if any steps are taken or any action or proceedings are instituted by the
Tenant 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
(vi) the Premises become and remain vacant for a period of fourteen (14) consecutive
days.
9.2 Right of Re-Entry
Without derogating from the provisions of this Lease,upon a Default occurring,at the option of the
Landlord,the Landlord,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 Premises without
thereby terminating this Lease and remove and sell the Tenant's goods, chattels, equipment and
Tenant's fixtures therefrom,any rule of law or equity to the contrary notwithstanding. The Landlord
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may seize and sell such goods,chattels,equipment and Tenant's fixtures of the Tenant as are in the
Premises and may apply the proceeds thereof to all rent and other payments to which the Landlord
is then entitled under this Lease. Any such sale may be effected in the discretion of the Landlord 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 Landlord in its sole discretion may decide.
9.3 Legal Expenses to Recover Possession
If legal action is brought for recovery of possession of the 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 Tenant to be kept or performed, and a breach is
established,the Tenant shall pay to the Landlord 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 Right of Termination
In addition to all rights and remedies of the Landlord available to it by any provisions of this Lease
or given by law to the Landlord,the Tenant agrees that upon a Default occurring,the Landlord shall
have the right to terminate this Lease by giving notice in writing to the Tenant. Upon such notice
being given, this Lease shall terminate immediately without the necessity of any legal proceeding
whatsoever, The Tenant shall thereupon within three(3) days after the notice is given quit and
surrender the Premises to the Landlord,and the Landlord,its agents, contractors and employees shall
have the right to enter the Premises and dispossess the Tenant and remove any persons or property
therefrom without the necessity of legal proceeding whatsoever and without being liable to the Tenant
therefor in damages,or otherwise.
9.5 Right to Re-let
If the Landlord re-enters pursuant to the provisions of either this Lease or any applicable law,the
Landlord, without limiting its right to recover damages, may either terminate this Lease, or the
Landlord may from time to tine without terminating the Tenant's obligations under this Lease,make
any alterations and repairs considered necessary by the Landlord to facilitate a reletting and relet the
Premises or any part thereof as agent of the Tenant for such term or terms and at such rental or
rentals and upon such other terms and conditions as the Landlord in its reasonable discretion
considers advisable. Upon each reletting,all rent and other moneys received by the Landlord from
the reletting will be applied(i)to the payment of indebtedness other than Rent due hereunder from
the Tenant to the Landlord (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 Landlord 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 Tenant,the Tenant shall pay the deficiency to the Landlord. No re-entry by the
Landlord shall be construed as an election on its part to terminate this Lease unless a written notice
of that intention is given to the Tenant. Despite a reletting without termination,the Landlord may
elect at any time to terminate this Lease for a previous breach.
9.6 Separate Remedies
The Landlord 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
much rights and romodioa being intondod to ha anmulniivo and not nitornntivo and onoh mfly bo
oxelokod Rtauuull,y ul In ounIhluuthnl
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Lease -15-
ARTICLE TEN
TENNIS COURT LEASE
10.1 Assignment of Tennis Court Lease
This Lease is subject to the Lease of the Tennis Court identified on the site plan of the Premises
contained in Schedule "C" hereto which was made by The Lions Club of Bowmanville to the
Bowmanville Tennis Club and is dated January 1, 1988(the"Tennis Court Lease"). The Landlord
hereby assigns its rights under the Tennis Court Lease to the Tenant for the Term and any extension
or renewal of this Lease,and the Tenant hereby accepts such assignment.
ARTICLE ELEVEN
EXTENSION OR RENEWAL
11.1 Option to Extend or Renew Lease
If the Tenant punctually pays the Rent reserved hereby and all other moneys required to be paid by
the Tenant or to any person by this Lease,fully performs all of its covenants and duties in accordance
with the provisions of this Lease,and no Default has occurred during the Term or during an extension
or renewal of this Lease,not later than six(6) months prior to the date of termination of the Term
or of the then current extension or renewal of this Lease,the Tenant may give the Landlord written
notice that it has exercised this option to extend or renew this Lease for a further term of five(5)
years on the same terms, conditions, covenants and provisions as set out in this Lease with the
exception of the duration of the Term, provided that the Tenant's option under to extend or renew
under this Section shall terminate and be of no further force or effect when the Tenant has extended
or renewed this Lease on not more than two (2) occasions. For the avoidance of doubt, the
maximum duration of the Term and any extension or renewal of this Lease shall not exceed a total
of twenty(20)years commencing on the Commencement Date, If the Tenant does not give the
Landlord written notice that it has exercised its option to extend or renew this Lease as provided in
this Section the Tenant shall have no further right to exercise the option to extend or renew this
Lease,and the Landlord shall be under no obligation to grant a renewal or extension of this Lease.
ARTICLE TWELVE
FINANCIAL AFFAIRS AND MANAGEMENT
12.1 Financial Records.etc.
(1) On or before the Commencement Date and thereafter during the Term and any extension or
renewal of this Lease:
(a) the Tenant shall establish March 31 st and thereafter the Tenant shall maintain March
31st as its financial year end until the termination of this Lease;
(b) the Tenant shall establish and maintain in accordance with good accounting principles
satisfactory to the Municipality's auditor proper bank accounts and records for all funds received by
the Tenant,and all bookkeeping and accounting systems and records and supporting vouchers and
documentation;
(c) the Tenant shall record serially all of the Tenant's revenues and receipts and all of the
Tenant's disbursements for each financial year of the Tenant;
(d) not later than June 30th in each year of the Term and any extension or renewal of this
Lease,the Tenant shall file with the Municipality's Treasurer financial statements which shall have
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Lease -16-
been prepared in accordance with proper accounting principles by a qualified auditor,provided that
they shall not be consolidated with the Municipality's financial statements,
(e) not later than March 31 st in each year of the Term and any extension or renewal of
this Lease,the Tenant shall file with the Municipality's Treasurer its capital and operating budgets
for the current financial year for review but not approval by the Municipality.
(2) Not later than six(6)months following the Commencement Date,the Tenant shall file with
the Municipality a report prepared by the Municipality's auditor respecting compliance by the Tenant
with the provisions of paragraph 12.1(1) and good management and accounting principles and
practices in the management,use or operation of the Premises as well as the Municipality's auditor's
recommendations to the Tenant in regard to these matters or any of them("Initial Review").
(3) During the Term and any extension or renewal of this Lease,the Tenant shall comply with and
implement all other recommendations made by the Municipality's auditor respecting any of the
matters referred to in Section 12.1(1)and all written recommendations made by the Municipality's
auditor respecting the management, use or operation of the Premises, forthwith after each such
written recommendations are given to the Tenant.
12.2 Auditor's Authority
(1) After giving the Tenant not less than twenty-four(24)hours written notice of the intention
to do so, the Landlord's auditor may enter on the Premises at any time to examine the financial
books,records and supporting vouchers and documentation of the Tenant and to make copies of any
of them and the Tenant, its officers and employees shall cooperate with the Landlord's auditor by
providing all information requested by him relating to the financial management;and
(2) Forthwith after the Landlord's auditor gives the Tenant a written direction to change its
bookkeeping and accounting systems or its requirements for supporting vouchers or documentation,
the Tenant shall effect and maintain the changes so directed by the Landlord's auditor.
ARTICLE THIRTEEN
GENERAL PROVISIONS
13.1 Definitions
(a) "Architect"means the architect from time to time designated or employed by the Landlord.
(b) "RVAC System"means the heating,ventilation, air-conditioning and other climate control
equipment,facilities and systems serving the Building 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,
(c) "Municipality's auditor"means either the auditor authorized by the Landlord to conduct
the annual audit of the financial records of the Municipality of Clarington or an auditor
designated or approved by the Landlord to undertake the audit required by Section 12.1(1)
of this Lease.
(d) "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
12 35
Lease -17-
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.
(e) "Restoration'means the repairing,replacing,altering,demolishing or rebuilding of all or any
part of the Building.
(f) "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 Tenant or on the Landlord or which the Landlord is
required to remit to any Authority with respect to Rent paid or payable by the Tenant 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 Tenant
under this Lease, or in respect of the goods and services purchased by or provided by the
Landlord under this Lease, including, without limitation, the provision of administrative
services to the Tenant 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.
13.2 Schedules Form Part of Lease
Schedules"A","B","C","D" and"E" hereto are deemed to be contained in and form part of this
Lease and to have the same effect as they would have if their provisions had been set out as covenants
in the text of this Lease.
13.3 Quiet Enjoyment
Except as otherwise provided in this Lease, if the Tenant pays the Rent reserved hereby, fully
performs all of its covenants and duties under this Lease and no Event of Default has occurred,the
Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for the Term without
interruption or interference by the Landlord or any person claiming through the Landlord.
13.4 Covenants `
Every obligation or duty of the Landlord or the Tenant expressed in this Lease although not
expressed as a covenant,shall be deemed to be a covenant for all purposes.
13.5 No Partnership or Agency
The Landlord does not in any way or for any purpose become a partner of the Tenant in the conduct
of its business,or otherwise,or a joint venturer or a member of a joint enterprise with the Tenant,nor
is the relationship of principal and agent created by this Lease.
13.6 PST and GST
Without derogating from any other provision of this Lease,the Tenant 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 Tenant to the Landlord under this Lease, either of the sub-
Leases referred to in Section 8.2 and the Tennis Court Lease, as well as in respect of goods and
services sold by the Tenant or by a sub-lessee or licensee of the Tenant.
13.7 Overholding No Tacit Renewal
If the Tenant remains in possession of the Premises after the end of the Term with the Consent of the
Landlord but without having executed and delivered a new Lease,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 Tenant shall be deemed to be occupying the Premises as a Tenant from month
to month at a monthly Rent payable in advance on the first day of each month equal to the aggregate
ofthe following:(a)one-twelfth(1/12th)of the amount of the Additional Rent payable by the Tenant
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Lease -18-
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(including the payment of all Additional Rent),
so far as these are applicable to a monthly tenancy.
13.8 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 Tenant'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 Tenant or if a distress is made by the Landlord or if any action is
brought to test the right of the Landlord to levy upon any such goods as are so exempted,this Lease
may be pleaded as an estoppel against the Tenant,the Tenant hereby waiving each and every benefit
that could or might have accrued to the Tenant under and by virtue of any such statute but for this
Lease.
(b) Failure of the Landlord 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 Landlord.
(c) All Rent to be paid by the Tenant to the Landlord shall be paid without any deduction,
abatement,set-off or compensation whatsoever.
13.9 Distress
Notwithstanding any provision of this Lease or any provision of applicable legislation,none of the
goods and chattels of the Tenant on the Premises at any time during the Term shall be exempt from
levy by distress for Rent in arrears,and the Tenant waives any such exemption. If the Landlord makes
any claim against the goods and chattels of the Tenant by way of distress, this provision may be
pleaded as an estoppel against the Tenant in any action brought to test the right of the Landlord to
levy such distress.
13.10 Rules Regarding Use of Premises
The Landlord's Property Manager from time to time may give the Tenant written notice of rules
regarding the use of the Premises which shall be deemed to be part of this Lease as if contained in it,
The Tenant agrees to comply with such rules during the Term of this Lease and any extension or
renewal thereof.
13.11 Premises to be Smoke Free
The Tenant shall not permit or suffer any person to smoke a tobacco product anywhere in the
Building.
13.12 Cpsts
The Tenant shall pay to the Landlord as Additional Rent all damages and costs(including,without
limitation, all legal fees on a solicitor and its client basis)incurred by the Landlord in enforcing the
terms of this Lease,or with respect to any matter or thing which is the obligation of the Tenant under
this Lease,or in respect of which the Tenant has agreed to insure or to indemnify the Landlord.
13.13 Set-Off and Accord and Satisfaction
The Tenant 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 Landlord of full payment,
1237
Lease -19-
or an accord and satisfaction, and the Landlord may accept and cash any such cheque or payment
without prejudice to the Landlord'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 Landlord may apply or
allocate any sums received from or due to the Tenant against any amounts due and payable under this
Lease in such manner as the Landlord, acting reasonably, sees fit.
13.14 Authority of Landlord,etc,
(1) The Tenant acknowledges and agrees that the Landlord has authority to enter into this
Agreement,that every provision hereof is authorized by the law and is fully enforceable by the parties,
and that this Lease made by the Landlord in reliance on the acknowledgement and agreement of the
Tenant as aforesaid.
(2) The Tenant acknowledges and agrees that the Landlord shall not be responsible for any debts
incurred by the Tenant or by any person for whose conduct the Tenant is responsible in law. The
Tenant shall not represent or suffer or permit anyone to represent to any person that the Landlord will
be responsible for payment of any debt incurred or to be incurred by the Tenant.
13.15 Parties to Act in Good Faith
At all times during the Term of this Lease and any extension or renewal thereof,the Parties shall act
in good faith in exercising their respective rights and in performing their respective duties under this
Lease.
13.16 Landlord's Property Manager.
The Landlord's Property Manager, on the Landlord's behalf, shall be responsible for reviewing the
Tenant's compliance or non-compliance with the provisions of this Lease and reporting on the same
from time to time to the Landlord, provided that nothing contained in this paragraph 13.16 shall be
deemed to derogate from the provisions of Article Twelve of this Lease.
13.17 Landlord's or Tenant's Issues
The Tenant may appear as a disputant at meetings of the Landlord's Council or its General Purpose
and Administration Committee,provided that the Landlord's Rules of Procedures in that regard are
complied with, The Landlord and Tenant shall act cooperatively and in good faith to resolve
expeditiously issues that the Landlord, the Landlord's Property Manager or the Tenant may raise.
At all times the Landlord,the Landlord's Property Manager and the Tenant shall receive complaints
or suggestions respecting the Premises and their operation and use courteously and seek to address
them efficiently.
13,18 Notices
If any notice or other document is required to be or may be given by the Landlord or by any official
of the Landlord to the Tenant or by the Tenant to the Landlord under this Lease, such notice shall
be transmitted by telefax,mailed by first class prepaid post or delivered to:
The Landlord: The Corporation of the Municipality
of Clarington
40 Temperance Street
Bowmanville, Ontario
L1C 3A6
Attention:Property Manager
If by telecopier to: (905)623-5717
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Lease -20-
The Tenant: Clarington Older Adult Association
26 Beech Avenue
Bowmanville, Ontario
L1C 3A6
If by telecopier to: (905)697-9659
or such other address of which the Landlord or the Tenant 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.
13.19 Fgrce Majeure
Notwithstanding anything to the contrary contained in this Lease,if the Tenant 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 Tenant,then performance
of such term,covenant or act is excused for the period of the delay and the Tenant 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 Tenant
from the prompt payment of Basic Rent, Additional Rent or any other payments required by this
Lease.
13.20 Time of Essence
Time shall be of the essence in all respects of this Lease and every part of it.
13.21 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.
13.22 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 sub-tenant
of any portion of the Premises unless the provisions of Section 8.1 are complied with.
13.23 Governing Law
This Lease shall be interpreted,governed and enforced in accordance with the laws of the Province
of Ontario,Canada.
1 '239
Lease -21-
IN WITNESS WHEREOF the Landlord and the Tenant have duly executed and unconditionally
delivered this Lease as of the date first above written.
THE CORPORATION OF THE
MUNICIPALITY OF CLARINGTON
By:
Mayor
By:
Clerk
CLARINGTON OLDER ADULT
ASSOCIATION
By:
Name: Title:
By:
Name: Title:
1240
SCHEDULE "A"
DESCRIPTION OF PREMISES
Part of Lot 23,Plan H-50079,being Part of Lot 11,Concession 1,and Part of Lots 226,
227 and 228,Block"H",Bowman Estate Plan,being Part of Lot 12,Concession 1, in the
Municipality of Clarington(formerly in the Town of Bowmanville), in the Regional Municipality
of Durham,now designated as Part 1 on Reference Plan 40R-14445.
SAVE AND EXCEPT Parts 1 and 2 on Reference Plan 40R-17952 as previously
described in Instrument Numbers 48612, 12220 and N26121.
1241
SCHEDULE"B"
FLOOR PLANS OF BUILDING
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WRY•BRYAN
MSDMTES 991)UM91)
=A'nN& AoolnoN
41T s5ca�c Moom MAN
it
PROJECT:
OLDER ADULT
CO"M"CEMAIE
DRAVANG:
MEMEHI AND
DANEWNT PLOOK MAN S1.0 1010 PLAIS
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ASYJDAIES(1991)tW1tE0
fi
SCHEDULE"D"
DRAFT SUB-LEASE TO THE DURHAM REGION
COMMUNITY CARE ASSOCIATION
1 245
SCHEDULE"E"
DRAFT SUB-LEASE AND LICENCE TO
THE LIONS CLUB OF BOWMANVILLE
1246