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HomeMy WebLinkAboutCS 13-17Cla,f DICKERING Report to Executive Committee Report Number: CS 13-17 Date: December 4, 2017 From: Marisa Carpino Director, Community Services Subject: Pickering Sports Medicine & Wellness Centre - Lease Agreement - File: A-1440 Recommendation: 1. That the Mayor and the City Clerk be authorized to execute a Lease Agreement set out in Attachment 1 to this report, pursuant to which Pickering Sports Medicine and Wellness Centre will be permitted to operate the "Wellness Centre" at the Pickering Recreation Complex from January 1, 2018 to December 31, 2022, subject to minor revisions as may be required by the Director, Community Services and the Director, Corporate Services & City Solicitor; and, 2. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Summary: Angela Dye Physiotherapy Professional Corporation has an existing Lease Agreement with the City of Pickering to operate Pickering Sports Medicine & Wellness Centre for the period of January 1, 2013 to December 31, 2017. Pickering Sports Medicine Centre includes approximately 1,400 square feet of space on the 2nd floor of the Pickering Recreation Complex. The Community Services Department recommends that a renewal agreement be initiated with Pickering Sports Medicine & Wellness Centre. Financial Implications: The revenue generated through rental payments made by Pickering Sports Medicine & Wellness Centre from January 1, 2018 to December 31, 2018 will be $28,700.00 (plus HST). This is an increase of 5.5% from the rate in 2017 of $27,193.68 (plus HST). Please note that for each successive year of this renewal lease, the annual rent shall increase by an amount equal to any increase in the Consumer Price Index for Ontario as established by Statistics Canada for the period between October and November of the previous year of the renewal lease. Discussion: Pickering Sports Medicine & Wellness Centre operates as a sports medicine out-patient clinic with the services of physiotherapy, massage therapy and visiting Report CS 13-17 December 4, 2017 Subject: Pickering Sports Medicine & Wellness Centre Page 2 Orthopedic Surgeon. The business is owned by Angela Dye, Registered Physiotherapist and services are implemented by Health Care Professionals. On May 5, 2003, Council enacted By-law #6130103 to authorize the execution of an Amending Lease Agreement with Pickering Sports Medicine & Wellness Centre to lease space at the Pickering Recreation Complex for the operation of the Wellness Centre and Wellness Spa. The Lease Agreement was renewed for the period of January 1, 2009 to December 31, 2013. In 2013, Pickering Sports Medicine & Wellness Centre and the Wellness Spa separated into 2 distinct businesses owned and operated by different proprietors. As a result, individual Lease Agreements were prepared for both Angela Dye Physiotherapy Professional Corporation and The Wellness Health Centre Limited, owned by Sonia Fernandes and Grace Brito. The 2 businesses have been operating autonomously with separate Lease Agreements for the period of January 1, 2013 to December 31, 2017. Pickering Sports Medicine & Wellness Centre offers services that are compatible with the City's mandate to encourage the development of balanced and healthy lifestyles contributing to the well- being of both mind and body. Pickering Sports Medicine & Wellness Centre has operated in a professional manner that has satisfied the City. The Community Services Department recommends that the Lease Agreement included as Attachment 1 be initiated for a 5 year term beginning January 1, 2018 and ending December 31, 2022. Attachments: 1. Lease Agreement Report CS 13-17 December 4, 2017 Subject: Pickering Sports Medicine & Wellness Centre Page 3 Prepared By: Jody Morris Approved/Endorsed By: Marisa Carpino Manager, Facility Programs & Administration Director, Community Services MC:jm Recommended for the consideration of Pickering City Council Tony Prevedel, P.Eng. Chief Administrative Officer A/70-- `3‘ 2-°17 This Lease made in duplicate this day of , 2017. Between: Angela Dye Physiotherapy Professional Corporation carrying on business as Pickering Sports Medicine & Wellness Centre (the "Tenant") -and- The Corporation of the City of Pickering (the "Landlord") Now therefore this agreement witnesseth that, in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed and performed, the Landlord hereby Leases to the Tenant during the term of this agreement (hereinafter referred to as the "Lease") one room containing approximately 1,400 square feet located in the Pickering Recreation Complex located at 1867 Valley Farm Road, Pickering, Ontario to operate a sports medicine & wellness centre (hereinafter referred to as the "Premises"). Definitions In this Lease, (a) "Commencement Date" means January 1, 2018; (b) "Lease" means this lease as it may be amended from time to time; (c) "Premises" means one room as set out in Schedule A containing approximately 1,400 square feet located at the Pickering Recreation Complex to operate a sports medicine & wellness centre at 1867 Valley Farm Road, in the City of Pickering, Regional Municipality of Durham; (d) "Term" means the term of this Lease as set out in Section 1.0; and (e) "Rent" means the rent payable pursuant to Section 2.0. 1.0 Term The term of this Lease (hereinafter referred to as the "Term") shall commence on the 1st day of January, 2018 and shall end on the 31st day of December, 2022, provided that the Tenant shall have the option thereafter of one additional five (5) year Term on the provision that at least two (2) months prior written notice of the renewal period is given by the Tenant to the Landlord of the Tenant's intent to renew the Lease and provided further that the Tenant shall have been a Tenant in good standing throughout the entire Term of the Lease determined solely by the Landlord and provided further there has been no breach of any provisions of the Lease at any time by the Tenant. Each successive renewal shall be based on the same Terms and conditions as set out herein, save and except for the amount of rent payable. Rent payable for the renewal Term shall be as mutually agreed upon by both the Landlord and the Tenant at least one month prior to the commencement of the renewal Term. Failing such mutual agreement, this Lease shall be at an end and the Tenant shall vacate the Premises upon expiration of the original Term. 1.1 Upon the expiration of the Term, or if the Landlord shall become entitled to Terminate and shall declare this Lease to be Terminated pursuant to any provisions hereof, the Tenant shall surrender to the Landlord possession of the Premises and all of the fixtures and improvements erected thereon (all of which the Tenant acknowledges to be the property of the Landlord without any claim by or compensation to the Tenant), all the lights of the Tenant under this Lease shall Terminate (but the Tenant shall notwithstanding such Termination, be liable to the Landlord for any loss or damage suffered by the Landlord by reason of any default of the Tenant). 1.2 No early Termination of possession of the Premises shall release the Tenant from its obligations under the Terms herein unless such Termination is consented to by the Landlord in writing. 2.0 Base Rent 2.1 The Tenant shall pay base rent to the Landlord in the amount of $28,700.00 per annum ($2,391.67 per month) plus applicable H.S.T. throughout the Term of the Lease. 2.2 For each successive year of the Term, the annual rent shall increase by an amount equal to any increase in the Consumer Price Index for Ontario as established by Statistics Canada for the period between October and November of the previous year of the Term. 2.3 Rent shall be payable monthly. Prior to the commencement of each year of the Term, the Tenant shall provide to the Landlord, twelve (12) post-dated cheques, dated the first day of each and every month of the ensuing year, made payable to The Corporation of the City of Pickering. 3.0 Taxes 3.1 The Tenant covenants that it shall pay all taxes, if applicable, license fees and all other taxes or grants paid in lieu thereof or in addition thereto against or attributable to all Leasehold improvements, equipment and facilities and the Premises and the operation of the. Tenant's business thereon. 2 3.2 In the event of the failure of the Tenant to make any such payments called for in this paragraph directly to the relevant authority, the Landlord may make any such payment and any amounts so paid by the Landlord shall be payable by the Tenant to the Landlord forthwith upon demand and shall be considered by the Landlord and the Tenant to be rent for the purposes of this Lease. 4.0 Payment of Rent 4.1 The Tenant covenants that at the times and in the manner provided in this Lease, it will pay in lawful money of Canada to the Landlord, at the address of the Landlord set out herein or at such other place as the Landlord may designate from time to time, the rent hereby reserved and all other amounts payable by the Tenant pursuant to the Terms of this Lease (all of which other amounts it is hereby agreed between the parties are payable as additional rent and recoverable by the Landlord from the Tenant as rent including H.S.T. and all applicable taxes and the facility usage fee), without any deduction or set-off whatsoever, or any abatement except as expressly provided under this Lease. 4.2 If the Tenant fails to pay, when same is due and payable, any rent and all other amounts payable by the Tenant pursuant to the herein Lease, such unpaid amounts shall bear interest from the due date thereof to the date of payment at a rate per annum which is two (2) percentage points in excess of the minimum lending rate to prime commercial borrowers current at the due date charged by any Canadian chartered bank designated by the Landlord from time to time, subject to annual compounding. 5.0 Use 5.1 The Tenant shall use the Premises only for the purpose of a wellness clinic, which scope of services will include an orthopaedic surgeon, physiotherapy, myofacial reLease, comprehensive cardiac rehab program, a kinesiologist, occupational therapy, social work, chiropractic treatment, holistic nutritional counseling, massage therapy, homeopathy, acupuncture, an orthotist and bracing specialist and the sale of wellness -oriented products. 5.2 The Tenant covenants that it will not provide any other services, other than those identified in 5.1 above, without first obtaining the prior written consent of the Landlord, which consent may not be unreasonably withheld. 5.3 The Tenant covenants that it will provide, at its sole expense, visible signage in its reception area throughout the Term of this Lease that identifies to its patients the services it provides and stating that the services are independent of the Landlord. The signage shall be approved by the Landlord prior to being displayed. 3 5.4 The Tenant shall provide to the Landlord a copy of a standardized written waiver which shall state that the scope of services being provided by the Tenant are independent of The Corporation of the City of Pickering. Such waiver shall be provided to the Landlord for approval prior to the commencement of the Tenant's business being conducted on the Premises. The Tenant shall further provide such waiver to the Tenant's clients and patients prior to providing or delivering any services. 5.5 Services provided by the Tenant shall be supervised by a duly licensed health professional and registered to provide wellness services in the Province of Ontario. Each employee and contracted service provider of the Tenant shall be duly licensed to carry out any service to be provided by such employee and contracted service provider as may be provided by any statute or regulation of any legislative authority. 6.0 Sale of Products 6.1 The Tenant covenants that it shall only sell product lines that are wellness - oriented. Such products include the following: • Braces • cervical pillows • lumbar back support • tubing -therapeutic • orthotics • cervical collars. • seating products • cervical hot packs • tens machines — portable • bottled water 16.5 oz. 6.2. The Tenant covenants that it will not provide for resale any product other than those identified in 6.1 above, without first obtaining the prior written consent of the Landlord, which consent may not be unreasonably withheld. 6.3 The Landlord reserves the right to restrict the sale of any items which the Landlord, in its sole discretion, considers distasteful and/or not in the best interest of the general public. 7.0 Hours of Operation 7.1 The Tenant covenants to operate its business only on those days when the Pickering Recreation Complex is open to the public. The Tenant shall operate within the same operating hours as the Pickering Recreation Complex's operating schedules, which operating schedules shall be determined solely by the Landlord from time to time. 4 7.2 The Tenant acknowledges that the Landlord reserves the right to alter the operating schedules and further acknowledges that the Landlord will not be responsible for any losses or damages including any lost revenues andlor additional expenses incurred by the Tenant due to operating schedule changes and/or Pickering Recreation Complex closures, for any reason whatsoever. 7.3 In addition to scheduled closings, the Pickering Recreation Complex shall be closed or have reduced hours on the following holidays: • New Year's Eve closed at 12:00 noon; • New Year's Day; • Family Day Closed at 5:00 pm; • Good Friday; • Easter Sunday; • Victoria Day; • Canada Day; • Civic Holiday; • Labour Day; • Thanksgiving; • Christmas Eve Closed at 12:00 noon; • Christmas Day; • Boxing Day; and, • any other holiday declared by the Landlord. 8.0 Utilities/Telephone Service 8.1 The Landlord shall supply heat, hydro, water and air-conditioning to the Premises at its sole expense. 8.2 The Landlord reserves the right to prohibit the Tenant from installing or using any equipment that requires increased voltage, which may result in additional costs to the Landlord. 8.3 The installation, removal and daily supply of telephone service shall be at the Tenant's sole expense. 9.0 Leasehold Improvements The Tenant is responsible for construction, painting, decorating, maintenance, replacement, repair and insurance of the Tenant's Leasehold improvements, equipment, fixtures and facilities on the Premises and shall abide by the Terms as provided for in paragraph no. 11 herein. 5 10.0 Entry to the Premises 10.1 The Landlord shall provide the Tenant with keys to the Premises. The Tenant shall not, without prior written consent of the Landlord, change the lock on the Premises or place additional locks upon the door of the Premises and shall not permit any duplicate key to be made. 10.2 The Tenant acknowledges that the Landlord will keep in its possession keys that would provide access to the Premises by the Landlord in the event it becomes necessary to enter the Premises during a time when the Tenant's business is not operating. 10.3 The Tenant covenants and agrees that upon the Landlord becoming entitled to re-enter the Premises under any of the provisions of this Lease, the Landlord in addition to all other rights shall have the right to enter the Premises as the agent of the Tenant either by force or otherwise, without being liable for any prosecution therefore and to relet the Premises as the agent of the Tenant, and to receive the rent therefore and, as the agent of the Tenant, to take possession of any furniture or other property on the Premises and to sell same at public or private sale without notice and to apply the proceeds of such saleand any rent derived from reletting the Premises upon account for the rent and additional rent and facility usage fees under this Lease and the Tenant shall be liable to the Landlord for the deficiency, if any. 11.0 Alterations & Improvements 11.1 The Tenant covenants not to make or erect in or to the Premises any installations, alterations, additions or partitions without submitting drawings and specifications to the Landlord and without obtaining the Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld. The Tenant must further obtain the Landlord's prior written consent to any change or changes in such drawings and specifications submitted as aforesaid. such work may be performed by contractors engaged directly by the Tenant provided a written contract is approved in writing by the Landlord and subject to all reasonable conditions which the Landlord may impose; without limiting the generality of the foregoing, any work performed by or for the Tenant shall be performed by competent workers whose labour union affiliations are not incompatible with those of any workers who may be employed by the Landlord, its contractors or subcontractors' the Tenant shall pay, when due, the costs of all such work and of all materials, labour and services involved therein provided that any such payments may be withheld pursuant to the provisions of Construction Lien Act (Ontario). The workmen performing works on the Premises shall provide satisfactory evidence of insurance to the Landlord prior to commencing any works on the Premises. 6 11.2 The contractor shall obey all federal, provincial and municipal laws, acts, ordinances, regulations, orders -in -council and by-laws which could in any way pertain to the work outlined in the contract or to the employees of the Tenant. Without limiting the generality of the foregoing, the contractor shall satisfy all applicable statutory requirements imposed by the Occupational Health and Safety Act and regulations made thereunder. 11.3 The Tenant covenants that it will not suffer or permit any mechanics or other liens for work, labour, service or materials ordered by it or the cost of which it may be in any way obligated to pay to attach to the Premises and that, whenever and so often as any such liens shall attach or claims therefore shall be filed, the Tenant shall, within twenty (20) days after the Tenant has notice of the claim for lien, procure the discharge thereof by payment or by giving security or in such other manner as may be required or permitted by law. 11.4 The Tenant acknowledges that all renovations and constructions to the Premises become part of the Premises and shall be deemed to be the property of the Landlord. Renovations and constructions are not to be dismantled or destroyed at either the end or Termination of the Lease. 11.5 All alterations, renovations and new construction must be approved by the Landlord and must be completed under the authority of a building permit issued by the Landlord. All related permit fees and costs including the provision of any diagrams, architectural plans and architectural fees are at the expense of the Tenant. 12.0 Maintenance 12.1 The Tenant covenants and agrees to keep and maintain during the Term and to deliver up at the end of the Term (or such earlier or later Termination of this Lease as is provided for herein), the Premises in a state of good maintenance, cleanliness and repair. The Tenant covenants to permit representatives of the Landlord on site at any time for the purpose of inspection and to determine compliance with this provision. 12.2 The Tenant will covenant that it will be responsible for maintenance of its own property and equipment. 12.3 The Landlord reserves the right to close sections of the Premises, or the whole area of the Premises, as required for maintenance from time to time. The Tenant shall have no right to claim for any losses or damages to the Tenant arising from such closures by the Landlord. 12.4 The Landlord reserves the right to enter and view the state of maintenance and repair of the Premises. The Tenant agrees to repair according to notice in writing any deficiencies, and in the event the Tenant neglects to make said repairs and 7 carry out the necessary maintenance with five (5) days of such notice by the Landlord, the Landlord may enter the Premises and make such repairs and carry out such maintenance at its option and at the expense of the Tenant, which sum must be paid by the Tenant within ten (10) days after receiving notice in writing from the Landlord of the costs incurred by the Landlord. In the event the Tenant neglects to pay such costs as set out in writing, such expense may be set off against the security deposit held by the Landlord. 12.5 The Landlord shall give the Tenant 24 hours notice with respect to the inspection and maintenance of the Premises (except in an emergency, in which case, the Landlord shall give such notice, if any, as is practicable). 13.0 Garbage Removal 13.1 The Tenant shall be responsible, at its own expense, for the daily removal of its garbage from the Premises to a location designated by the Landlord, with the exception of any medical wastes, in which case the Tenant shall be responsible for both the safe removal and disposal of such medical wastes from the Premises. 14.0 Signs 14.1 The Tenant shall not display any sign, picture, advertisement, notice or lettering on the inside or outside of the Pickering Recreation Complex facility without the prior written consent of the Landlord, which consent may not be unreasonably withheld. 14.2 The parties agree that the Landlord will provide an area in the main lobby of the Pickering Recreation Complex for the Tenant to display a sign at the Tenant's sole expense in accordance with Section 14.1 above, advising the patrons of the Pickering Recreation Complex of the Tenant's operations and its location within the Pickering Recreation Complex, noting thereon that the Tenant's operation is a service supplied independent of the Landlord. 14.3 The Landlord reserves the right to have the Tenant immediately remove, upon written notice, any sign, picture, advertisement, notice or lettering on the inside of the Premises, which the Landlord at its sole discretion considers inappropriate or offensive, or in contravention of this Lease or any other agreement to which the Landlord may be bound. 14.4 The Tenant covenants that any additional advertising within the Pickering Recreation Complex shall be subject to the parties hereto entering into an advertising agreement, which agreement will be subject to additional costs to the Tenant for such a service. 8 15.0 Rules and Regulations 15.1 During the Term of this Lease, the Tenant agrees to comply with the various rules and regulations, policies and procedures, as amended from time to time, put in place by the Landlord, including but not limited to the Landlord's the Harassment Policy. 15.2 The parties agree that the Landlord shall be entitled from time to time, to establish reasonable rules and regulations with respect to the use of the Premises, hours of operation and common areas used by the Tenant, its employees and all persons visiting or doing business with it including rules relating to the parking of vehicles in connection with the Tenant's business. The Tenant, its employees and all persons visiting or doing business with it agree to comply with all such rules and regulations and to fully co-operate in avoiding obstruction and/or conflict with the operation and services of the Pickering Recreation Complex and third parties. The Tenant, its employees and all persons visiting or doing business with it agree to alter or modify their use of the Pickering Recreation Complex and common areas when so requested by the Landlord from time to time. 16.0 Indemnity of Tenant 16.1 The Tenant covenants to indemnify the Landlord against any and all claims, actions, damages and liability (including, without limiting the generality of the foregoing, all claims for personal injury, death and/or property damage) and also damages arising from any breach of this Lease by the Tenant or from any act or omission of the Tenant or those for whom the Tenant is at law responsible in or around the Premises and against all costs incurred in connection with any such claim, except as provided in section 17 below. 17.0 Indemnity of Landlord 17.1 The Landlord shall not be liable for any loss or damage to any property belonging to the Tenant or to any other persons or for any injury to any person while such person or property is on the Premises unless such loss, damage or injury is caused directly by the negligence of the Landlord, or those for whom the Landlord is at law responsible. 18.0 Insurance 18.1 Prior to occupying the Premises, the Tenant shall, at its own expense, shall provide: (a) Commercial General Liability insurance, identifying The Corporation of the City of Pickering as an additional insured, including coverage for bodily injury including death, personal injury, property damage, contractual 9 liability, Tenant's legal liability, non -owned automobile liability, on an occurrence basis with respect to the business carried on at the Premises and the Tenant's use and occupancy of the Premises, with coverage for any one occurrence of not Tess than $5,000,000, and shall contain a cross liability, severability of insured clause which shall protect the Landlord in respect of claims by the Tenant as if the Landlord was separately insured; (b) All risk property insurance covering the Leasehold improvements, trade fixtures, furniture and equipment in the Premises for not less than the full replacement cost thereof. The policy shall contain a waiver of subrogation in favour of the Landlord; (c) Professional malpractice insurance in the amount of not less than $2,000,000 per claim. Such insurance shall provide coverage for all services in the rendering of, or failure to render, professional services in connection with the lease. Upon termination of the Lease the policy shall remain in force for twelve (12) months. (d) A certificate of insurance coverage in a form satisfactory to the Landlord, prior to the Tenant taking possession of the Premises, which insurance coverage shall be kept in full force and effect throughout the Term of the Lease and any renewal(s) thereof. 18.2 The Tenant covenants with the Landlord that the Tenant, in its use and occupation of the Premises, will not do or omit or permit to be done or omitted anything which shall cause any insurance premium of the Landlord to be increased, and if any insurance premium shall be so increased, the Tenant shall pay to the Landlord forthwith upon demand the amount of such increase. if notice of cancellation or lapse shall be given respecting any insurance policy of the Landlord or if any insurance policy shall be cancelled or refused to be renewed by an insurer by reason of the use or occupation of the Premises or any part thereof, the Tenant shall forthwith remedy or rectify such use or occupation upon being requested to do so in writing by the Landlord and if the Tenant shall fail to do so the Landlord may, at its option, Terminate this Lease forthwith by notice in writing and the Tenant shall immediately surrender possession of the Premises to the Landlord and thereupon rent and all other amounts for which the Tenant is liable under this Lease shall be apportioned and paid in full to the date of surrender; provided that the Tenant shall have the right to replace such cancelled insurance at any time prior to the Landlord's notice of Termination. If the Premises are at any time destroyed or damaged as a result of fire, the elements, accident or other casualty, not caused by the Tenant, rendering the Premises untenantable and, if in the opinion of the Landlord the Premises cannot be rebuilt or repaired within sixty (60) days of the damage, the Landlord and the Tenant may mutually agree to Terminate this agreement and thereupon the Tenant will pay all applicable rent due and additional fees owing to the Landlord, which rent and fees will be apportioned and paid to the date of the damage. 10 18.3 If the Premises are at any time destroyed or damaged as a result of fire, the elements, accident or other casualty, not caused by the Tenant, rendering the Premises untenantable and, if the opinion of the Landlord, the Premises can be rebuilt or repaired within sixty (60) days of the damage, the Landlord shall commence to repair or rebuild the Premises to the extent only as the Premises existed prior to the date of this Lease (not including the Tenant's improvements) and only to the extent of the insurance proceeds actually received by the Landlord. 19.0 Deliveries 19.1 The Landlord has the right to restrict the hours of deliveries to the Tenant at its sole discretion. 20.0 Disclaimer 20.1 The Tenant agrees to provide each patient with a written notice that the Tenant's services are being provided independent of The Corporation of the City of Pickering and to obtain a written acknowledgment from the patient/client releasing The Corporation of the City of Pickering from any claims arising from the Tenant's services. 21.0 Complex Fitness Room/Cardio Annex and Pool 21.1 The Landlord covenants to allow the Tenant's patients to use the fitness room, cardio annex, members' change room whirlpool, pool and pool area, in the Pickering Recreation Complex only (collectively, the "Fitness Facilities"), pursuant to sections 21.2, 21.3, 21.4 and 21.5 below. 21.2 The Tenant covenants that its patients will use the Fitness Facilities only during their wellness clinic appointments and only under the direct supervision of a uniformed wellness clinic therapist/healthcare provider. The Tenant acknowledges and agrees that a group of patients shall be limited to three (3) and all patients must be in visual contact with the wellness clinic therapist/healthcare provider. 21.3 Usage by the Tenant's patients for treatment purposes shall not adversely affect the Landlord's members' use of any of the Fitness Facilities and as such the Landlord reserves the right to limit the number of wellness clinic patients using the Fitness Facilities at any one time. 21.4 Usage by the Tenant's patients of the Fitness Facilities shall be determined and monitored by the Landlord. Usage by the Tenant under this section 21 shall be by means of an access card issued by the Landlord. 11 22.0 Notice 22.1 The Landlord has the right, notwithstanding section 1 herein, to cancel this Lease for any reason by giving the Tenant six (6) months written notice of its intention to cancel. The Landlord shall not be liable for costs or damages of any kind caused to the Tenant by such cancellation. 22.2 Wherever notice is permitted or required to be given hereunder by either party hereto, it must be given in writing and is sufficiently given if served personally on an officer of the party to whom notice is being given, delivered by facsimile to the telephone number below with confirmation of receipt or if mailed by registered mail postage prepaid addressed to the Tenant at: Pickering Sports Medicine & Wellness Centre 1867 Valley Farm Road Pickering, ON LIV 3Y7 Attention: Angela Dye Fax: 905.839.8806 and to the Landlord at: The Corporation of the City of Pickering Civic Complex One The Esplanade Pickering, ON L1V 6K7 Attention: City Clerk Fax: 905.420.9685 or to such other address as either party may designate by notice given from time to time in accordance with this paragraph. 22.3 Any notice given personally shall be conclusively deemed to have been given and received on the date of service. 22.4 Any notice mailed as aforesaid shall be conclusively deemed to have been given and received on the third day following the date on which it is mailed as aforesaid provided that if there is a disruption or threatened disruption in the postal service in the postal area through which such notice must be sent, notice must be given personally or by means of printed electronic or printed telephonic communications. 12 23.0 Default 23.1 It is hereby expressly agreed that if and whenever the rent or any additional rent or fees hereby reserved or any part thereof shall not be paid on the day appointed for payment thereof, whether lawfully demanded or not, or in case of breach or non -observance or non-performance of any of the covenants, agreements, provisos, conditions or rules and regulations on the part of the Tenant to be kept, observed or performed after two (2) business days after written notice of default has been given by the Landlord to the Tenant, or in case the Premises shall be vacated or remain unoccupied for five (5) days or in case the Term shall be taken in execution or attachment for any cause whatever, then and in every such case, it shall be lawful for the Landlord thereafter to enter into and upon the Premises or any part thereof in the name of the whole and the same to have again, repossess and enjoy as of its former estate, anything in this Lease contained to the contrary notwithstanding. 24.0 Bankruptcy 24.1 In the event that the Premises shall be used by any person other than the Tenant or for any other purpose than that for which the same were let without the prior written consent of the Landlord or in the case the Term or any of the goods and chattels of the Tenant shall be at any time seized in execution or attachment by any creditor of the Tenant or the Tenant shall make any assignment for the benefit of creditors or any bulk sale or become bankrupt or insolvent or take the benefit of any act now or hereafter in force for bankrupt or insolvent debtors, or, if the Tenant is a corporation and any order shall be made for the winding -up of the Tenant, or other Termination of the corporate existence of the Tenant, then in any such case this Lease shall, at the option of the Landlord, cease and desist and the Term shall immediately become forfeited and void and the Landlord may re-enter and take possession of the Premises as though the Tenant or other occupant or occupants of the Premises was or were holding over after the expiration of the Term without any right whatever. 25.0 Distress 25.1 The Tenant waives and renounces the benefit of any present or future statute taking away or limiting the Landlord's right of distress, and covenants and agrees that notwithstanding any such statute none of the goods and chattels of the Tenant on the Premises at any time during the Term or any renewal thereof shall be exempt from levy by distress for rent in arrears. 26.0 No Waiver 26.1 No condoning, excusing or overlooking by the Landlord or the Tenant of any default, breach or non -observance by the other at any time or times in respect of any covenant, proviso or condition herein contained shall operate as a waive of 13 the Landlord's or the Tenant's rights hereunder in respect of any continuing or subsequent default, breach or non -observance, or so as to defeat or affect in any way the rights of the Landlord or the Tenant herein in respect of any such continuing or subsequent default or breach and no waiver shall be inferred from or implied by anything done or omitted by the Landlord or the Tenant save only express waiver in writing. All rights and remedies of the Landlord and the Tenant in this Lease contained shall be cumulative and not alternative. 27. Compliance with Laws 27.1 The Tenant covenants to comply, at its own expense, with all present and future provisions of law concerning the Premises including, without limiting the generality of the foregoing all laws, ordinances, requirements, order, directives, permits, rules and regulations of all governmental authorities. 27.2 The Tenant acknowledges that it has taken all reasonable steps to satisfy itself that the proposed use of the Premises complies with applicable laws and regulations. The Tenant shall not hold the Landlord responsible for any losses or damages incurred by the Tenant should it be determined that the proposed use is not permitted under the applicable laws and regulations. 28.0 Assignment 28.1 This Lease and possession of the Premises shall not be assigned, sublet or otherwise transferred in whole or in part by the Tenant to any other party without first obtaining written consent of the Landlord which consent may be unreasonably withheld. 29.0. Governing Law 29.1 This Lease shall be governed and construed in accordance with the laws of the Province of Ontario. 30.0 No Registration of Notice 30.1 The Tenant covenants that it will not register this Lease or any notice thereof against the title to the Premises. 31.0 Guarantee 31.1 The parties agree that this Lease agreement shall be conditional upon the Landlord receiving an executed personal guarantee by Angela Dye prepared in the form attached hereto as Schedule B. 14 32.0 Entire Agreement 32.1 The parties acknowledge that this Lease sets forth the entire agreement between them with respect to the Premises and that there are no promises, representations or undertakings other than as set out herein. Any offer to Lease or agreement to Lease entered into by the Landlord and Tenant prior to the execution of this Lease shall be deemed to have been merged and extinguished in this Lease. This Lease shall not be amended or cancelled except by agreement in writing executed by all parties hereto. 33.0 Inspection 33.1 The Landlord or any employee or agent of the Landlord shall have the right during business hours of the Tenant or at any time during an emergency as determined by the Landlord, to enter the Premises for any of the following purposes: (a) to examine the state of maintenance, repair and decoration of the Premises and the equipment and fixtures therein; and, (b) to show the Premises to prospective Tenants during the last three (3) months of the Term. 34.0 Year End Statements 34.1 The Tenant shall within sixty (60) days after the end of each year Term of the herein Lease agreement, provide the City with a financial statement for that previous Term of the total operating expenses and gross revenue of its business operation. 35.0 Severability 35.1 Should any provision or provisions of this Lease be illegal or not enforceable, it or they shall be considered separate and severable from the Lease and its remaining provisions shall remain in force and be binding upon the parties hereto as though the said provision or provisions had never been included. 36.0 Enurement 36.1 This Lease shall enure to the benefit of, and be binding upon, the parties hereto and their respective representatives, successors or assigns except as herein otherwise expressly provided. 15 37.0 Guarantee 37.1 The Landlord has entered into this Lease in reliance upon the Guarantee attached hereto as Schedule "B". In witness whereof the parties have hereunto affixed their respective corporate seals under the hands of their proper officers duly authorized in that behalf. Angela Dye Physiotherapy Professional Corporation carrying on business as Pickering Sports Medicine & Wellness Centre per: Name: Title: .have the authority to bind the Corporation. The Corporation of the City of Pickering per: Name: David Ryan Title: Mayor per: Name: Debbie Shields Title: City Clerk We have the authority to bind the Corporation. 16 OPEN TO BELOW LEASE AREA Schedule "A" 1dIIIpIIGI! II SCHEDULE A PICKERING RECREATION COMPLEX 1867 VALLEY FARM ROAD PARTIAL SECOND FLOOR PLAN NOT TO SCALE NORTH 1 Schedule "B" Guarantee Landlord: The Corporation of the City of Pickering Tenant: Pickering Sports Medicine & Wellness Centre Leased Premises: Pickering Recreation Complex Lease Dated: as of January 1, 2018 Guarantor: Angela Dye Address of Guarantor: 61 Beaufort Road Toronto, ON M4E 1M8 1 In consideration of the sum of one dollar ($11.00) now paid by the Landlord to the guarantor and other valuable consideration (the receipt of which is hereby acknowledged), the guarantor covenants with the Landlord that the Tenant shall duly perform and observe each and every covenant, proviso, condition and agreement in the Lease on the part of the Tenant to be performed and observed, including the payment of rent and all other amounts agreed to be paid. or payable under the Lease on the days and at the times and in the manner therein specified and that if any default be made by the Tenant, whether in payment of rent or other amounts from time to time falling due thereunder as and when they become due and payable or in the performance or observance of any of the covenants, provisos, conditions or agreements which under the terms of the Lease are to be performed or observed by the Tenant, the guarantor shall forthwith pay to the Landlord on demand such rent and other amounts in respect of which such default shall have occurred and all damages resulting from the non -observance or non- performance of any such covenants, provisos, conditions or agreements. 2. The guarantor covenants with the Landlord that the guarantor is bound with the Tenant for the fulfillment of all obligations of the Tenant under the Lease. In the enforcement of its rights thereunder, the Landlord may proceed against the guarantor as if the guarantor was named as a Tenant in the Lease. 3. The guarantor hereby waives any right to require the Landlord to proceed against the Tenant or to proceed against or to exhaust any security held from the Tenant or to pursue any other remedy whatsoever which may be available to the Landlord, before proceeding against the guarantor. 4. None of the following, or any combination thereof, shall release, discharge or in any way change or reduce the obligations of the guarantor under this Guarantee: (a) neglect or forbearance of the Landlord in endeavoring to obtain payment of the rent or the amounts required to be paid under the Lease, as and when due; (b) delay by Landlord in enforcing performance or observance of the covenants, provisos, conditions or agreements to be performed or observed by the Tenant under the Lease; (c) any extension of time given by the Landlord to the Tenant, or any other act or failure to act of or by the Landlord; (d) the Landlord permitting or consenting to any assignment or encumbering of the Lease by the Tenant or any subletting by the Tenant; (e) the bankruptcy or insolvency of the Tenant; (f) the dissolution of the Tenant; (g) the disclaimer of the Lease pursuant to the provisions of any statute. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Lease. Signed, Sealed and Delivered In the presence of: ) ) ) ) Angela Dye )