HomeMy WebLinkAbout2007-165
THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
BY-LAW NO. 2007-165
being a by-law to repeal By-law 2000-172 and to authorize the entering into of a
Lease Agreement with Goodyear Engineered Products Canada Inc. respecting
certain lands in the Bowmanville Creek valley as recommended by Report #PD-
102-00, as amended by the Addendum to it
WHEREAS at its meeting on June 25,2007, Council of the Municipality of Clarington approved
an Addendum to Report #PD-102-00;
NOW THEREFORE the Council of The Corporation of the Municipality of Clarington hereby
enacts as follows:
1. THAT By-law 2000-172 is hereby repealed.
2. THAT the Mayor and the Municipal Clerk be authorized to execute on behalf of the
Municipality of Clarington a Lease Agreement with Goodyear Engineered Products
Canada Inc. respecting a portion of its lands located in Part Lot 2, Concession 1, former
Town of Bowmanville, now in the Municipality of Clarington.
By-Law read a first time this 25th
day of
June
2007
By-Law read a second time this 25th
day of
June
2007
By-Law read a third time and finally passed this
25th day of
June
2007
~
DENNIS C. HEFFERON
Barrister & Solicitor
'07JUL16 pt112:20:44
Telephone (416) 864-7385
Facsimile (416) 864-7404
E-mail: dhefferon@hefferonlaw.ca
Royal Bank Plaza, South Tower
200 Bay Street, Suite 2600
P.O. Box 18S,Toronto, Ontario
MSJ 2J4
July 13, 2007
Mrs. Patti Barrie
Municipal Clerk
Municipality of Clarington
40 Temperance Street
Bowmanville, ON LIC 3A6
B1-u>>J :2001-IIoS
:.- 04 (L; b
Dear Patti:
Re: Goodyear Engineered Products Canada Inc. (formerly Goodyear Canada Inc.)
Lease to The Corporation of the Municipality of Clarington
I enclose herewith two fully executed copies of the above Lease. Would you make two
copies and forward one to Faye Langmaid and one to Peter Windolf. Please retain two original
executed copies for your records.
Yours very truly,
DCH:bg
Encls.
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Dennis C. Hefferon
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THIS LEASE dated as of the 25th day of June, 2007.
BETWEEN:
GOODYEAR ENGINEERED PRODUCTS CANADA INC.
(hereinafter called the "Landlord")
OF THE FIRST PART
- and -
THE CORPORATION OF THE MUNICIPALITY
OF CLARINGTON
(hereinafter called the "Tenant")
OF THE SECOND PART
WHEREAS:
A. The Landlord is the owner in fee simple ofthe lands more particularly described in Schedule
"A" hereto; and
B. At its meeting on June 25, 2007, the Council of the Tenant enacted By-law No. 2007-165
which authorizes this Lease to be executed on behalf ofthe Tenant.
NOW THEREFORE THIS LEASE WITNESSES that in consideration of the rents,
covenants and agreements hereinafter reserved and contained on the part of the Landlord and the
Tenant, the Landlord hereby leases to the Tenant, and the Tenant hereby leases from the Landlord
the "Premises" (as hereinafter defined), on and subject to the following terms and conditions.
1. Definitions
In this Lease the term
(i) "Additional Rent" means the portion of the Rent referred to as Additional Rent in
Section 3.
(ii) "Applicable Law" means any statute or regulation of Canada or the Province of
Ontario which applies in respect of the provisions of this Lease.
(iii) "Applicable Part of Bowmanville Creek" means that part of Bowman vi lIe Creek
running through the Landlord's Lands and identified as such on the plan attached
hereto as Schedule "B".
(iv) "Audit" has the meaning assigned to it in Section 35.
(v) "Basic Rent" means the Rent referred to as Basic Rent in Section 3.
(vi) "Bowmanville Creek" means the watercourse running through part of the
Municipality of Clurington generally identified as the Bovvmanville Creek.
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(vii) "BowmanviIle Creek Valley Project" means improvements for the protection of
natural heritage features in the Bowmanville Creek and valleylands and physical
enhancements for passive recreational uses for general public such as pedestrian
trails, access to areas of interest, the Dam, the Existing Fish Ladder, the Improved
Fish Ladder, the Pond, and vistas of the Bowmanville Creek and valley and new
areas of interest such as ornamental ponds, gardens, signs, and shelters. These
improvements are intended to be generally consistent with a conceptual plan,
prepared by Schollen and Company, Landscape Architects and approved by Council
of the Municipality of Clarington on February 21, 2000, save and except for the
diversion channel associated with the Bowmanville Creek which was not approved
by the Tenant's Council.
(viii) "Business Day" means each day of every week other than Saturdays, Sundays,
statutory holidays and public holidays.
(ix) "Commencement Date" has the meaning assigned to it in Section 2.
(x) "Dam" means the dam identified as such on the plan attached hereto as Schedule
"B".
(xi) "Default" has the meaning assigned to it in Section 25.
(xii) "Environmental Laws" means all statutes, laws, ordinances, codes, rules,
regulations, orders, notices and directives, now or at any time hereafter in effect,
made or issued by any municipal, provincial or federal government, or by any
department, agency, board or office thereof, or by any board of fire insurance
underwriters or any other agency or source whatsoever, regulating, relating to or
imposing liability or standards of conduct concerning any matter which may be
relevant to the use or occupancy of the Premises or any part thereof or the conduct of
any business or activity in, on, under or about the Premises or any part thereof, or any
material, substance or thing which may at any time be in, on, under or about the
Premises or any part thereof or emanate therefrom or which relate to environmental
matters or the use, treatment, clean-up and disposal of Hazardous Substances.
(xiii) "Environmental Records" has the meaning assigned to in Section 35(b).
(xiv) "Events of Default" has the meaning assigned to it in Section 25.
(xv) "Existing Fish Ladder" means the existing fish ladder identified as such on the plan
attached hereto as Schedule "B".
(xvi) "Hazardous Substance" means any contaminant, pollutant, dangerous or potentially
dangerous substance, noxious substance, toxic substance, hazardous waste or
material, flammable or explosive substance, radioactive material, or any other waste,
substance or material whatsoever deemed to be, defined to be, listed or referred to as,
covered by or regulated under any Environmental Laws or which may cause an
adverse effect as defined in any Environmental Laws.
(xvii) "Improved Fish Ladder" has the meaning assigned to it in Section 15.
(xviii) "Landlord's Lands" means the lands and premises more particularly described in
Schedule "C" attached hereto.
(xix) "Landlord's Mortgage" has the meaning assigned to it in Section 33.
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(xx) "Material Storage Area" means the material storage area identified as such on the
plan attached hereto as Schedule "B" and is described as Part 4 on Plan 40R-24738.
(xxi) "Notice Period" has the meaning assigned to it in Section 23.
(xxii) "Permitted Improvements" has the meaning assigned to it in Section 14.
(xxiii) "Pond" means the pond identified as such on the plan attached hereto as Schedule
"B".
(xxiv) "Premises" means the lands and premises more particularly described in Schedule
"A" attached hereto.
(xxv) "Primary Trail" means the primary trail identified as such on the plan attached
hereto as Schedule "B" and is described as Part 2 on Plan 40R-24738, Part 9 on Plan
lOR-3594 and Parts 7 and 8 on Plan lOR-3594.
(xxvi) "Prime Rate" means the floating annual rate of interest (which is calculated daily)
established from time to time by the head office in Toronto ofthe Canadian Imperial
Bank of Commerce as the reference rate it will use to determine rates of interest
payable by the most preferred commercial borrowers ofthe Canadian Imperial Bank
of Commerce on unsecured loans to such borrowers in Canada.
(xxvii) "Rent" means the aggregate of the Basic Rent and Additional Rent.
(xxviii) "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 for
which the Landlord is required to remit to any authority with respect to the Rent, or
imposed by any authority in respect of (i) this Lease or the rental or any licensing or
use of space under this Lease; (ii) the payments made or payable by the Tenant under
this Lease; or (iii) the goods and services purchased by or provided by the Landlord
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.
(xxix) "Secondary Trail" means the secondary trail identified as such on the plan attached
hereto as Schedule "B".
(xxx) "Tenant's Fixtures" means fixtures constructed or installed by the Tenant on, under
or above the Premises, but does not include the Primary Trail, the Secondary Trail,
the Truck Route, the Improved Fish Ladder, and any improvements made by the
Tenant to the Pond.
(xxxi) "Term" has the meaning assigned to it in Section 2.
(xxxii) "Truck Route" means the areas identified as the truck route on the plan attached
hereto as Schedule "B". No portion of Roe nick Drive is included in the Truck Route
since Roenick Drive is a public highway.
(xxxiii) "Unopened Road Allowance" means the area identified as the Unopened Road
Allowance on the plan attached hereto as Schedule "B".
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2. Term
Subject to the other terms and conditions of this Lease, the Tenant shall have and hold the
Premises as tenant for a term of fifty (50) years (the "Term") commencing on January 1, 2002 (the
"Commencement Date") and expiring on December 31 st, 2051.
3. Ren t
During the Term, the Tenant shall pay to the Landlord rent in the capitalized amount of ONE
($1.00) DOLLAR as Basic Rent per annum and sums described as Additional Rent as hereinafter
provided for. The Landlord hereby acknowledges receipt of the payment by the Tenant to the
Landlord of the sum of FIFTY ($50.00) DOLLARS as the capitalized amount of the Basic Rent for
the entire Term.
4. Net. Net Lease
The Tenant acknowledges, covenants and agrees that (i) it is intended that this Lease and the
Rent herein provided to be paid shall be completely net and carefree to the Landlord; (ii) the
Landlord is not responsible during the Term for any costs, obligations, charges, expenses and outlays
of any nature whatsoever arising from or relating to the use or occupancy of the Premises; and (iii)
the Tenant shall pay as Additional Rent all charges, impositions and taxes, costs, outlays and
expenses of every nature and kind relating to or affecting the Premises and the use or occupancy
thereof by the Tenant in the manner and at the times as provided for in this Lease.
All amounts required to be paid by the Tenant hereunder (whether to the Landlord or third
parties) shall be Additional Rent. Additional Rent shall be payable and recoverable as rent in the
manner and at the times herein provided. The Landlord shall have all rights against the Tenant for
Default in any payment of Additional Rent as a landlord has in the case of arrears of rent. The
Tenant on the request of the Landlord shall, as soon as possible, provide to the Landlord proof in
writing of the payment by or on behalf of the Tenant of Additional Rent to a third party.
The Tenant shall pay to the Landlord an amount determined by the Landlord to be equal to or
in respect of any and all Sales Taxes, it being the intention of the Parties that the Landlord shall be
fully paid and reimbursed by the Tenant with respect to any and all Sales Taxes paid or payable by
the Landlord or the Tenant and which the Landlord is required to remit to any authority, and the
amount of Sales Taxes so payable by the Tenant to the Landlord shall be calculated by the Landlord
in accordance with the applicable legislation and shall be paid to the Landlord, at the Landlord's
option, when due or at the same time as the amounts to which such Sales Taxes apply are payable to
the Landlord under the terms of this Lease or upon demand or at such other time or times as the
Landlord from time to time determines, and the amount of such Sales Taxes so payable by the
Tenant shall be deemed not to be rent, but the Landlord shall have all ofthe same remedies for and
rights of recovery of such amount as it has for recovery of rent under this Lease.
5. Payment of Additional Rent
If the Tenant is in default in the payment when due of any amounts or charges required to be
paid pursuant to this Lease to persons other than the Landlord, such amount or charge shall on the
giving of notice in writing by the Landlord to the Tenant be paid to the Landlord or as the Landlord
may direct and be collectible as Additional Rent, but nothing in this Section shall be deemed to
suspend or delay the payment of any amount or charges at the time same becomes due and payable
hereunder, or limit any other remedy ofthe Landlord. The Tenant agrees that the Landlord may, at
its option, apply or allocate any sums received from or due to the Tenant against any amounts due
and payable hereunder in such manner as the Landlord sees fit.
If the Tenant fails to pay when due any amount of Additional Rent, the unpaid amount shall
bear interest, from the date such amount is due and payable, compounded monthly at a variable rate
per annum which is two percent (2%) over the Prime Rate.
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6. Taxes, Utilities and Operatinl! Costs
The Tenant shall be responsible for and pay to the appropriate authority or supplier unless
otherwise directed by the Landlord as Additional Rent and discharge promptly when due: (i) all taxes
(including, without limitation, realty taxes, local improvement rates and business taxes), rates, duties
and assessments that may be levied, rated, charged or assessed against the Premises in respect ofthe
Tenant's interest thereon, and, without limiting the generality of the foregoing, every other tax,
charge, rate, assessment or payment which may become a charge or encumbrance upon or levied or
collected upon or in respect of the Premises or any part thereof in respect of the Tenant's interest in
the Premises, whether charged by any municipal, parliamentary or other body during the Term; and
(ii) all charges for public utilities, including water, sewer, electrical power or energy and light used
upon or in respect ofthe Premises or for fittings, machines, apparatus, metres or other things leased
in respect thereof, and for all work or services performed by any corporation or commission in
connection with such public utilities. No improvement constructed or installed by the Tenant on the
Premises shall form the subj ect matter of a "local improvement" pursuant to the Local Improvement
Act, R.S.O. 1990, c.L.26, as amended or replaced from time to time.
Ifthe Premises are not separately assessed, the Landlord, acting reasonably, shall allocate to the
Tenant the portion of the taxes levied in each year of the Term that are referable to the lease of the
Premises, provided that in doing so the Landlord shall rely on the working results of the assessor in
making the allocation and shall give the Tenant the benefit of exemptions from assessment and
taxation provided for under the laws of Ontario as if the Tenant was the owner in fee simple in
possession of the Premises, but only to the extent that such benefit reduces the taxes on the
Landlord's Lands referable to the Premises. The Landlord shall also make allocations which
recognize the limited right of the Tenant to occupy and use the Premises under this Lease.
If the Premises are not separately assessed, the Tenant shall use its best efforts to assist the
Landlord in obtaining a separate assessment of the Premises.
The Tenant shall have the right to contest by appropriate legal proceedings the validity of any
tax, rate, including local improvement rates, assessment or other charges referred to in this Section
provided that, in so doing, the Tenant shall not cause or permit any liens or encumbrances to be filed
or arise against the Premises, provided that the Tenant pays the tax, rate, local improvement rates,
assessment or other charges, and keeps the Landlord informed in writing of the status and progress of
the legal proceeding.
Without limiting the foregoing obligations ofthe Tenant under this Lease, during the Term the
Tenant shall be responsible for and shall pay promptly when due to the appropriate supplier, unless
otherwise directed by the Landlord, as Additional Rent the aggregate of all expenses and costs of
every kind, without duplication, incurred by or on behalf of the Landlord or Tenant with respect to
and for the operation, maintenance, repairs and all insurance relating to the Premises and the
Tenant's interest in the Premises.
The Tenant shall (i) provide the Landlord within ten (10) days after receipt of same, copies of
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. Nothing in this Section 6 shall prohibit or restrict
the Landlord from contesting by appropriate legal proceedings any assessment, local improvement
rate or other charge, and the Tenant shall continue to pay taxes as they become due notwithstanding
any assessment, local improvement, rate or charge.
7. Adiustments at End of Term
Immediately prior to the termination of the Term, the parties shall adjust on a pro rata basis for
all of the charges and other amounts referred to in Sections 4, 5 and 6 which shall have accrued
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during the Term but are not then paid. The pro rata portions of monthly payments shall be made on a
thirty (30) day basis.
8. Use of Premises
(a) The Tenant shall use the Premises throughout the Term only for parkland, open space, and
public recreational purposes including trails and lookouts for use by members of the public. The
Tenant may construct or install on the Premises at its sole cost anyone or more of the Permitted
Improvements.
(b) The Tenant shall not permit or suffer any person to use a snowmobile, an all-terrain vehicle or
a dirt bike on the Premises.
(c) The Tenant shall not permit or suffer any of the Tenant's invitees, employees, contractors or
any member of the public to use the Premises othelwise than in accordance with this Section.
9. Waste
The Tenant shall not do or suffer any waste to or on the Premises and shall not permit or suffer
any person to do any waste to the Premises.
10. Ouiet Enjovment
Subject to the Tenant's compliance with all of the terms of this Lease, except as otherwise
expressly provided in this Lease, the Tenant may peaceably possess and enjoy the Premises without
interruption by the Landlord or by any person claiming by, through or under the Landlord.
Notwithstanding the foregoing, the Landlord, its employees, agents, contractors may enter on the
Premises to repair, replace or remove the Dam provided that:
(i) the Landlord first gives the Tenant five (5) days written notice of its intention to do
so;
(ii) the Landlord has obtained all necessary approvals from governmental authorities for
the proposed work; and
(iii) at its sole cost the Landlord restores the Premises and the Permitted Improvements to
the condition that they were in immediately prior to the Landlord's entry in question,
save for any changes to the Pond or the Bowmanville Creek necessitated by or arising
from such repair, replacement or removal.
11. Reservation of Landlord's Rh?:hts
The Landlord reserves from the Premises leased to the Tenant the right in the nature of an
easement in favour of the Landlord, its employees, agents and contractors:
(i) to access with their vehicles and equipment the Secondary Trail and the Material
Storage Area for the purpose of transporting to and removing from the Material
Storage Area, depositing and storage for periods permitted by the Central Lake
Ontario Conservation Authority under Applicable Law, material that is dredged from
time to time from the Pond; and
(ii) to use the portion of the Primary Trail identified as the Truck Route to provide
ingress to and egress from the Material Storage Area and Roenick Drive for the
purpose of removing the materials deposited in the Material Storage Area,
provided that the Landlord shall give the Tenant at least forty-eight (48) hours written notice of each
occasion on which it intends to exercise the rights reserved by this Section, and provided further that
the Tenant shall not use the Material Storage Area for the storage of material from or for use on the
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Premises or from or on any other area. On each occasion when it is given written notice as aforesaid,
the Tenant shall take appropriate action to ensure that the Secondary Trail and the Truck Route are
closed to access by members ofthe public when they are being used by the Landlord for the aforesaid
purposes.
12. Use of Unopened Road Allowance to Roenick Drive
The Tenant hereby grants to the Landlord the right in the nature of an easement benefiting the
Landlord's Lands to use the portion ofthe Unopened Road Allowance identified as the Truck Route
adjacent to the Premises shown on the plan attached hereto as Schedule "B" the lands leased by the
Tenant from the Central Lake Ontario Conservation Authority pursuant to the lease (the "CLOCA
Lease") dated January 1, 2002 for those lands described in the CLOCA Lease and being Part of PIN
#26932-0248 (LT) and those lands are described in a transfer registered as Instrument No. D548558
in favour of the Tenant by PIN #26932-0214(R) for the purpose of providing the Landlord, its
employees, agents, contractors and equipment ingress to and egress from the Material Storage Area
and Roenick Drive in order to remove the materials deposited in the Material Storage Area, provided
that the Landlord shall give the Tenant at least forty-eight (48) hours written notice of each occasion
on which it intends to exercise the right granted by this Section. On each occasion when it is given
written notice as aforesaid, the Tenant shall take appropriate action to ensure that the aforesaid Truck
Route is closed to access by members of the public when it is being used by the Landlord for the
aforesaid purpose. The right of the Tenant under this Section shall survive the termination of this
Lease. The Tenant represents and warrants to the Landlord that the Term ofthe CLOCA Lease has
been extended to January 1, 2010. The easement provided for herein shall continue so long as the
Tenant has any right under the CLOCA Lease or any replacements thereof or the Tenant otherwise
has the right to permit the Landlord access over property it owns, leases or controls.
12A. Tenant's Acquisition of Williams Land
(a) The Tenant represents and warrants that (1) by Transfer registered in the Land Registry
Office for the Land Titles Division of Durham (No. 40) on July 3,2003 as Instrument
No. D548558, it acquired title in fee simple to Parts 4 and 27 on Plan 1 OR-1543 except
that part designated as Part Ion Plan 40R-21419, subject to an easement over Parts 2, 3
and 4 on Plan 1 OR-3596 (the "Williams Lands") from Dane Mark Williams, (2) Part 1 on
Plan 40R-21419 comprises 220.3 square metres, is located on the easterly side of the
Bowmanville Creek to the South of Part 29 on Plan 10R-1543 and has frontage on
Scugog Street, a public street; (3) Dane Mark Williams and his predecessors in title had
good and marketable title to the Williams Lands free from registered claims throughout
the period of more than 40 years prior to the Transfer of the Williams Lands to the
Tenant; (4) the Williams Lands are located on the westerly side of the Bowmanville
Creek; (5) the Williams Lands provide ingress to and egress from the Premises via other
lands owned by the Tenant to Roenick Drive and include a portion of the Truck Route
referred to in paragraph 12 hereof referred to in this Lease; and (6) the Williams Lands
and other lands owned by the Tenant provide access to and from the Truck Route referred
to in this Lease.
(b) Dane Mark Williams has paper title to Part 29 on Plan 1 OR-1543, which is located on the
easterly side of the Bowmanville Creek. The title of Dane Mark Williams to Part 29 is
disputed by 2010785 Ontario Limited which claims title to Part 29 on Plan 10R-1543 by
adverse possession. The title of Dane Mark Williams to Part 29 on Plan 10R-1543
remains in dispute at the present time.
(c) The Tenant represents and warrants that 2010785 Ontario Limited's claim to title by
adverse possession of Part 29 on Plan 1 OR-1543 does not affect or extend to the Williams
Lands.
Cd) In the Event (1) that the Tenant's title to any portion of the Williams Lands is held by a
Court of competent jurisdiction to be invalid, or (2) a Court of competent jurisdiction
determines the Tenant does not have authority to grant to the Landlord the right in the
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nature of an easement on such lands for the purposes of the Truck Route referred to
paragraph 12 hereof, notwithstanding any other provision ofthis Lease, the Landlord may
terminate this Lease on the Landlord giving the Tenant sixty (60) days notice of its
decision to do so. Nothing herein shall affect any other rights the Landlord may have in
contract or at law.
(e) The Tenant acknowledges that the Landlord is relying upon the representations and
warranties contained herein.
13. PlaQue
A plaque shall be placed at the Tenant's sole cost, either at a location on the Premises or at
another location, which acknowledges the Landlord's contribution to the Municipality's
Bowmanville Creek Valley Project, provided that the design and location of, and the wording on the
plaque are deemed to be acceptable to the Landlord, acting reasonably by written notice to that effect
given by the Landlord to the Tenant.
14. Tenant's Permitted Improvements
The Tenant at its sole cost may construct or install on the Premises landscaping, trails, and
lookouts including a drainage system, a water supply system, a lighting system and aggregate or
paving materials (the "Permitted Improvements") in order to make the Premises suitable for the
purposes for which they may be used as provided in Section 8, provided that:
(i) the Primary Trail from Roenick Drive to the Material Storage Area all as shown on
the plan attached hereto as Schedule "B" is constructed and maintained at the
Municipality's expense so as to accommodate trucks where the axle unit weight for
an axle unit ofthe truck does not exceed 10,000 kilograms for a single axle with dual
tires;
(ii) signs prohibiting swimming on the Applicable Part of Bowmanville Creek or
trespassing on the Landlord's Lands are installed;
(iii) interpretive signs may be installed by the Tenant;
(iv) fencing is installed to ensure safety of persons using the Premises at the
Municipality's sole cost on the west side of the Applicable Part of Bowmanville
Creek, the Pond and the Material Storage Area, provided that interpretive signs, other
signs and any fencing are first approved by the Landlord, acting reasonably, as to
location, size and materials;
(v) the portion ofthe Secondary Trail, any lookout areas and landscaping that are located
on a portion of the Dam that may be damaged by equipment used in dredging the
Pond or moving dredged material from the aforesaid Pond to the Material Storage
Area, are appropriately designed and constructed to minimize damage;
(vi) suitable plant material first approved by the Landlord, acting reasonably, is planted
and thereafter is maintained by the Tenant at its sole cost on the portion of the east
side ofthe Applicable Part ofBowmanville Creek and the Pond in order to screen the
Landlord's industrial plant from the Premises, and for this purpose the Landlord
hereby grants the Tenant, its invitees, employees and contractors the right in the
nature of an easement to enter on the Landlord's Lands for the purpose of planting
and maintaining such shrubbery; and
(vii) the Tenant first obtains the Landlord's written approval, not to be unreasonably
withheld, of the plans for any building or structures other than landscaping that the
Tenant may construct on the Premises.
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No improvements including signs and fencing, other than Permitted hnprovements may be
constructed or installed on the Premises without the Landlord's prior consent, not to be unreasonably
withheld. All work shall be undertaken and completed by the Tenant in a good and workmanlike
manner at such times and in such a way as not to adversely affect the Landlord's
business on the Landlord's Lands. Prior to the termination ofthis Lease, the Landlord may give the
Tenant written notice requiring the Tenant to remove any or all of the Tenant's Permitted
hnprovements as specified in the notice forthwith after the termination ofthe Lease at the Tenant's
sole cost and the Tenant covenants to do so.
15. Fish Ladder
The Landlord will permit the Tenant, its employees, agents and contractors to access the Dam,
the Pond, the Landlord's Lands, or the Applicable Part of Bowmanville Creek for the purpose of
constructing and installing improvements ("hnproved Fish Ladder"), at the Tenant's sole cost, to the
Existing Fish Ladder, provided that:
(i) the Tenant shall give the Landlord forty-eight (48) hours written notice of its
intention to access the Dam, the Pond or the Applicable Part of Bowmanville Creek
for the aforesaid purpose;
(ii) all work is undertaken and completed in a good and workmanlike manner at such
times and in such a way as not to adversely affect the Landlord's business on the
Landlord's Lands; and
(iii) the Tenant obtains all necessary approvals from governmental authorities at its sole
cost.
Notwithstanding the foregoing, the Landlord at any time may repair or replace the Dam at its expense
without any responsibility to replace either the Existing Fish Ladder or the hnproved Fish Ladder ifit
is removed in connection with such repair or replacement.
16. Repairs and Maintenance
The Tenant hereby accepts the Premises on an "as is" basis without any representation or
warranty from the Landlord as to the zoning of the Premises, the suitability of the Premises for any
purpose, the environnlental condition of the Premises, or any matter whatsoever. The Tenant, at its
own expense, shall maintain and keep the Premises and every part thereof in good condition and
promptly make all needed maintenance, repairs and replacements as would a prudent owner of
similar premises. Without limiting the foregoing, the Tenant shall keep the Premises clean and in
such condition as a prudent owner would do free of garbage, refuse and contaminants deposited on
the Premises by the Tenant, its employees, agents and contractors or by members ofthe public other
than the Landlord, its employees, agents and contractors.
Ifthe Tenant fails to keep the Truck Route in repair, the Landlord, after first giving the Tenant
ten (10) days written notice ofthe Landlord's intention to do so, at the Tenant's sole cost, may repair
the Truck Route shown on the plan attached hereto as Schedule "B" whether on or adjacent to the
Premises, to make it suitable for use by trucks with the axle weight referred to in clause 14(i), to be
used to transport material from the Material Storage Area to Roenick Drive. The Landlord, at the
Tenant's cost, may also maintain fences and sign, which are Permitted hnprovements if the Tenant
fails to maintain the same.
Any expense incurred herein by the Landlord shall be Additional Rent and shall be payable
forthwith by the Tenant upon demand in writing given by the Landlord to the Tenant.
The Landlord and its agents, employees and contractors, at any time and from time to time and
without any liability to the Tenant. may enter the Premises to examine same, provided that:
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(i) such entry does not unduly interfere with the Tenant's occupation of the Premises, or,
alternatively
(ii) the Landlord gives the Tenant at least twenty-four (24) hours prior written notice of
its proposed entry.
17. Government Requirements
The Tenant at its sole cost during the Term shall:
(i) observe and comply with all applicable governmental laws and regulations including,
without limitation, federal and provincial legislative enactments, and governmental
or municipal regulations which relate to the Premises or the operation and use thereof
and to the making of any repairs, to the Premises. The Tenant shall comply with all
police, fire and sanitary regulations imposed by any federal, provincial or municipal
authorities, or made by insurance underwriters and shall observe all governmental
and municipal regulations and other requirements governing the use by the Tenant,
its employees, agents and contractors and members ofthe public who use any part of
the Premises;
(ii) obtain all necessary permits, licenses and approvals relating to the use and occupancy
of the Premises; and
(iii) carry out all modifications, alterations or changes to the Premises which are required
by any such authorities.
The Tenant shall indemnify and hold the Landlord harmless against any penalty or fine imposed for
any violation of any law, by-law or regulation by the Tenant or those for whom the Tenant is
responsible in law.
18. Assh?:nment and Sublettinf! bv Tenant
The Tenant shall not effect or permit an assignment, transfer, mortgage, charge, debenture,
encumbrance or sublease of the Lease without the prior written consent of the Landlord, provided
that such consent may be unreasonably withheld or delayed. Notwithstanding the foregoing, the
Lease may be assigned by the Tenant to another governmental body or conservation area authority
which gives or is taking a grant or transfer of so much of the Bowmanville Creek which is owned by
or leased to the Tenant.
19. Insurance
The Tenant at its sole expense shall obtain and maintain throughout the Term comprehensive
all-risk general liability insurance in respect of its occupancy and use of the Premises, and the use of
the Premises by the public, as a prudent commercial owner would obtain and maintain, in an amount
not less than FNE MILLION ($5,000,000.00) DOLLARS for each loss. The Landlord shall be
named as an additional named insured in the policy of insurance. The policy shall contain a waiver
of subrogation clause in favour of the Landlord satisfactory to the Landlord, acting reasonably and
shall require the Landlord's prior written release before the policy may be amended to delete the
waiver of subrogation clause. Forthwith after the Landlord gives the Tenant written notice requiring
the Tenant to do so, the Tenant shall provide the Landlord with a copy of the policy of insurance.
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20. Construction Liens
The Tenant shall promptly pay for all materials and services supplied and work done on its
behalf in respect of the Premises or on the Landlord's Lands so as to ensure that no lien claim
under the Construction Lien Act will be registered against any portion of the Premises, the
Landlord's reversionary interest in the Premises, or the Landlord's Lands. Ifa lien claim is
registered on the title to the Premises, the Landlord's reversionary interest in the Premises, or the
Landlord's Lands, the Tenant shall discharge the lien at its sole expense within ten (10) 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. All expenses of the Landlord
including, without limitation, legal fees (on a solicitor and client basis) and interest at five (5%)
percent above the Prime Rate plus fifteen (15%) percent as the Landlord's administrative fee
shall be paid as Additional Rent by the Tenant to the Landlord forthwith after the Landlord gives
the Tenant written demand requiring the Tenant to make such payment.
21. Indemnitv
Notwi thstanding any other provision ofthis Lease, the Tenant shall indemnify the Landlord and
all of its servants, agents, employees, contractors and persons for whom the Landlord is in law
responsible and shall hold them and each ofthem harmless from and against any and all liabilities,
claims, actions, proceedings, damages, losses and expenses, including, without limitation, all legal
fees and disbursements, due to, arising from or to the extent contributed to by any ofthe following:
(i) any breach by the Tenant of any of the provisions of this Lease;
(ii) any act or omission of members of the public or of the Tenant or of any of its
employees, agents, invitees, licensees, contractors or persons for whom the Tenant is
in law responsible relating to the use or occupancy of the Premises by any of the
foregoing persons;
(iii) any injury, death or damage to any person including members of the public, or
damage to property of the Tenant or its employees, agents, contractors or any other
person on the Premises by or with the invitation, licence, or consent ofthe Tenant;
(iv) any accident or occurrence in, at or about the Premises causing injury or death to any
person or damage to property or any other loss or injury whatsoever;
(v) any need of repair to any part of the Premises caused by any act or omission or the
Tenant or its employees, agents, contractors or persons for whom the Tenant is in law
responsible; and
(vi) environmental contamination or pollution from any cause whatsoever to or escaping
from the Premises to adjacent lands.
The rights ofthe Landlord and the obligations ofthe Tenant under this Section shall survive the
termination of this Lease.
Ifthe 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.
It is agreed that every indemnity, exclusion or release of liability and waiver of subrogation
herein contained for the benefit of the Landlord shall extend to and benefit all of the Landlord's
servants, agents, employees and those for whom the Landlord is in law responsible. Solely for such
purpose, and to the extent that the Landlord expressly chooses to enforce the benefits of this Section
for the benefit ofthose for whom the Landlord is in law responsible, it is agreed that the Landlord is
their agent or trustee.
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22. Right to Remove Fixtures. etc.
During the Term or on its expiration, when it is not in "Default" (as hereafter defined), the
Tenant at its sole cost may remove Tenant's Fixtures, equipment and personal property from the
Premises provided that the Tenant at its cost shall restore the Premises by making good any damage
that has occurred by the removal of the Tenant's Fixtures, equipment or personal property or by any
of them from any part of the Premises or area. lfthe Tenant does not remove its Tenants Fixtures,
equipment and personal property from the Premises at the expiry of the Term, they shall, at the
option of the Landlord, become the absolute property of the Landlord without prior notice being
given to the Tenant or compensation therefor being paid by the Landlord to the Tenant, and the
Landlord shall be free to use or to dispose ofthe 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
shall survive the expiry or earlier termination of the Tem1.
23. Right of Termination
(a) lfthe Landlord in good faith decides to cease to carry on its business on the Landlord's Lands
and to sell them or substantially all of the Landlord's Lands, or if the Lease between the
Central Lake Ontario Conservation Authority and The Corporation of the Municipality of
Clarington dated January 1, 2000 expires or terminates for any reason and the Landlord, acting
reasonably, decides in its discretion, that trucks carrying dredged material from the Material
Storage Area will not have ingress to and egress from that Area to Roenick Drive, the Landlord
may terminate this Lease by giving the Tenant at least one hundred and eighty (180) days
("Notice Period") written notice oftermination which shall confirm the Landlord's decision as
aforesaid.
(b) Upon notice being given in accordance with paragraph (a) of this Section, this Lease shall
terminate immediately upon expiry of the Notice Period without the necessity of any legal
proceeding whatsoever. The Tenant shall quit and surrender the Premises to the Landlord on
the expiry of the Notice Period, and the Landlord, its agents and servants, 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.
( c) For the avoidance of doubt, on the termination ofthis Lease as aforesaid, the Landlord shall be
deemed to have acquired title to the Permitted Improvements that may have been constructed
or installed on the Premises by the Tenant, and the Landlord shall not be under any duty to
compensate the Tenant for any of them.
24. Damages
lfthe Landlord shall terminate this Lease as provided herein, in addi tion to any other remedies
it may have, the Landlord may recover from the Tenant all costs and expenses incurred by the
Landlord by reasons ofthe Tenant's Default together with all Rent and Additional Rent which would
have been payable if this Lease had not been terminated.
25. Events of Default
The occurrence of any ofthe 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 ten (10) 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 observe or perform any other term, covenant, condition, or
obligation under this Lease that is capable of remedy, other than a Default in payment
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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 ifthe 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 such shall be deemed to expire one (1) day after the Default has been
remedied; and
(iii) the Tenant fails to observe and perform any other term, covenant, condition or
obligation under this Lease that is not capable of remedy.
26. Ri2ht to Remedy Tenant's Default
In addition to all rights and remedies of the Landlord available to it by any provision of this
Lease or any applicable law, upon a Default of the Tenant occurring, the Landlord shall have the
right at all times to remedy or attempt to remedy the Default, and in so doing may make any
payments due or alleged to be due by the Tenant to third parties and may enter upon the Premises to
do any work or other things thereon on not less than five (5) Business Days notice to the Tenant or
without notice in the event of an emergency. All expenses of the Landlord in remedying or
attempting to remedy such default plus interest at five (5%) percent above the Prime Rate plus a sum
equal to fifteen per cent (15%) ofthe cost thereof representing the Landlord's overhead shall be paid
by the Tenant to the Landlord as Additional Rent forthwith upon demand.
27. Ri2ht of Re-Entry
Without derogating from the provisions ofthis 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 fOlm 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 may seize and sell such goods, chattels, equipment and Tenant's Fixtures of the Tenant as
are on, in or under the Premises and may apply the proceeds thereof to all Rent and any 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.
28. Ri2ht to Re-let
Ifthe 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 time 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 any amount due to the Landlord under this Lease
other than Rent, (ii) to the payment of costs and expenses ofthe 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. lfthe rent received from the reletting and applied as aforesaid 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.
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29. Legal Expenses to Recover Possession
If legal action is brought for the 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.
30. Separate Remedies
The Landlord may from time to time resort to any or all ofthe rights and remedies available to
it upon a Default occurring, by any provision of this Lease or by statute or by the general law, each
such right and remedies being intended to be cumulative and not alternative and each may be
exercised generally or in combination.
31. 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 trade fixtures of the Tenant 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 ifany 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 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 ofthis Lease shall be
valid unless in writing and signed by a duly authorized person on behalf ofthe Landlord. The
acceptance of Rent from or the performance of any obligation by (i) a person other than the
Tenant shall not be construed as an admission by the Landlord of any right, title or interest of
such person as sub-tenant, assignee, transferee or otherwise in the place of the Tenant, or (ii)
the Tenant shall not be construed to be a waiver of any preceding breach by the Tenant of any
term, covenant or condition of this Lease regardless of the Landlord's knowledge of such
preceding breach at the time of acceptance of such Rent.
32. Covenants
Every obligation of the Landlord or the Tenant expressed in this Lease, even though not
expressed as a covenant, shall be a covenant for all purposes.
33. Assignment or Charge of Lease or Reversion and Subordination
The Landlord may assign or charge this Lease and its interest in the Premises from time to time
without the consent ofthe Tenant, provided that the assignee assumes the obligations ofthe Landlord
to the Tenant under this Lease. Upon the Landlord delivering to the Tenant the assignee's covenant
to assume the obligations of the Landlord under this Lease, the Landlord named herein shall be
released from its obligations under the Lease arising from and after the date of such assignment.
This Lease and all of the rights of the Tenant hereunder are, and shall at all times, be subject
and subordinate to any and all mortgages, trust deeds or the charge or lien resulting from any other
method of financing or refinancing or any extensions, or extensions thereof, now or hereafter in force
against the Landlord's interest in the Premises (the "Landlord's Mortgage"). Upon the request of the
Landlord, the Tenant will without charge, subordinate this Lease and all of its rights hereunder in
such form or forms as the Landlord may require to any Landlord's Mortgage, and will, if requested,
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attorn to the holder thereof. No subordination by the Tenant shall have the effect of permitting the
holder of any Landlord's Mortgage to disturb the occupation and possession by the Tenant of the
Premises, so long as the Tenant shall perform all ofthe terms, covenants, conditions, agreements and
provisions contained in this Lease and so long as the Tenant executes contemporaneously, a
document of attornment required by any such mortgagee of a Landlord's Mortgage. The Landlord
shall at the Tenant's cost and expense use reasonable efforts to obtain a non-disturbance attornment
agreement to reflect the provisions of this paragraph from any mortgagee of a Landlord's Mortgage
and the Tenant covenants to execute such an agreement.
34. Tenant's Acknowlede:ements
The Tenant acknowledges that:
(i) the Landlord is not obligated by this Lease nor owes any duty to the Tenant by reason
of this Lease to maintain the water in the Pond to any particular level, nor is the
Landlord obligated to prevent the water in the Bowmanville Creek from rising above
or falling below any particular temperature, or to dredge the Pond or to repair the
banks of the Applicable Part ofBowmanville Creek, none of which shall be deemed
to constitute a breach of this Lease;
(ii) the Landlord needs to draw water from the Pond and to discharge water downstream
from the Pond into the Applicable Part of Bowmanville Creek as part of the
Landlord's industrial business on the Landlord's Lands which shall not be a breach
of this Lease; and
(iii) the Landlord's industrial business on the Landlord's Lands may generate noise, dust
and heavy truck and equipment traffic, none of which shall be deemed to constitute a
breach of this Lease.
35. Environmental Matters
(a) The Tenant covenants with Landlord that:
(i) it shall not knowingly use or permit or suffer the use of the Premises or any part
thereof to treat, transport, store, handle, dispose of, transfer or produce any
Hazardous Substance except in strict compliance with all Environmental Laws
including, without limitation, the Environmental Protection Act, R. S. O. 1990, c. E-
19 and all other Environmental Laws in respect of environmental, land use,
occupation, or health and safety matters nor cause or contribute to any adverse
environmental effect upon the Premises, the Landlord's Lands, ,my other lands or the
environment. In the event the Tenant fails to comply with any such Environmental
Laws, the Landlord may, but shall not be obligated to, do such things as necessary to
effect such compliance, and all costs and expenses incurred by the Landlord in so
doing, together with an administration charge equal to ten percent (10%) of such
costs and expenses, shall be payable forthwith by the Tenant to the Landlord as
Additional Rent;
(ii) it shall forthwith notify the Landlord upon receipt of any order, directive, notice or
other communication whatsoever received from any governmental or other authority
relating to any Environmental Laws, which notice shall be accompanied by a copy of
such order, directive, notice or other communication and the Tenant shall keep the
Landlord advised on a regular and timely basis of the Tenant's progress in complying
with same;
(iii) the Landlord shall be entitled at any time or times during the Term and at the
expiration of the Term to inspect the Premises and to conduct such other
investigations as in its sole discretion it deems necessary for the purpose of satisfying
itself as to compliance by the Tenant with all Environmental Laws and with all
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provisions of this Lease. Without limiting the generality of the foregoing, the
Landlord shall have the right to conduct such physical inspections of the Premises
and examination of documentation relating to the Premises, as it may deem necessary
(including but not limited any and all"forms of environmental audits (an "Audit"))
and for such purpose the Tenant shall produce, at the offices of the Tenant, all of its
relevant files, books, records, statements, plans and other written information in the
Tenant's possession relating to the Premises and the operations of Tenant thereon,
provided that all of such information shall be used by the Landlord solely for the
purpose of ensuring compliance by the Tenant with the provisions ofthis Lease and
shall otherwise be kept strictly confidential save and except with respect to any court
proceedings, or ifthe information otherwise becomes part ofthe public domain. The
reasonable costs and expenses of any Audit which reveals the presence of a
Hazardous Substance which is the responsibility ofthe Tenant under this Lease shall
be paid for by the Tenant forthwith upon request as Additional Rent;
(iv) it shall in a timely manner but in any event on written request from the Landlord or as
required by Environmental Laws take all required remedial action to clean up,
remove or otherwise deal with any Hazardous Substances in, on, under or about the
Premises or emanating therefrom, including, without limitation, any repairs or
replacements to the Premises or any Permitted Improvements in, on or under the
Premises and the removal, treatment, disposal, restoration and replacement ofthe soil
or any other part of the Premises. The said obligations herein shall survive the
expiration or earlier termination of this Lease;
(v) it shall not permit any person to engage in any activity on the Premises that may
reasonably be anticipated to lead to a violation of Environmental Laws; and
(vi) it will notify the Landlord immediately ofthe existence of any Hazardous Substance
on or under the Premises of which it becomes aware.
(b) If any such clean-up or remediation is required, the Tenant shall, at its sole cost, prepare all
necessary studies, plans and proposals and submit them to the Landlord for approval, provide
all bonds and other security required by any lawful authorities and carry out the work required.
In carrying out such work, the Tenant shall keep the Landlord fully informed ofthe progress of
the work. The Landlord may, in its sole discretion, elect to carry out all such work, or any part
of it, and, if the Landlord does so, the Tenant shall pay for all costs in connection therewith,
together with an administrative fee equal to fifteen (15%) per cent of such costs, within fifteen
(15) days of written demand being made by the Landlord.
(c) All Hazardous Substances brought or allowed onto the Premises during the Term by the
Tenant, the Tenant's employees, invitees or a permitted transferee shall, despite any other
provision of this Lease to the contrary and any expiry, termination or disclaimer of this Lease,
be and remain the property and sole responsibility of the Tenant regardless of the degree or
manner of affixation of such Hazardous Substances to the Premises. In addition, and at the
option of the Landlord, anything contaminated by such Hazardous Substance shall become the
property of the Tenant.
(d) Ifthe Tenant is required by any applicable Environmental Laws to maintain environmental and
operating documents and records, including, without limitation, permits and licenses
(collectively, "Environmental Records"), the Tenant shall maintain all requisite Environmental
Records in accordance with all applicable Environmental Laws. The Landlord may inspect all
Environmental Records at any time during the Term on twenty-four (24) hours' prior written
notice, but no prior notice shall be required in the case of an emergency, real or apprehended.
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36. Surrender of Premises
At the expiration or sooner termination of the Term, the Tenant shall peaceably surrender and
yield up vacant possession of the Premises to the Landlord in as good condition and repair as the
Tenant is required to maintain the Premises throughout the Term.
37. Holdin2 Over
Upon the expiration of this Lease by the passage of time and the Tenant remaining in
possession of the Premises:
(a) there shall be no implied renewal or extension of this Lease;
(b) ifthe Landlord consents in writing to the Tenant remaining in possession, the Tenant
shall be deemed, notwithstanding any statutory provision or legal assumption to the
contrary, to be occupying the Premises as a monthly tenant, which monthly tenancy
may be terminated by either party on thirty (30) days written notice to the other,
which thirty (30) day period need not end on the first day of a calendar month;
(c) if the Landlord does not consent in writing to the Tenant remaining in possession, the
Tenant shall be deemed, notwithstanding any statutory provision or legal assumption
to the contrary, to be occupying the Premises as a tenant at the will of the Landlord,
which tenancy may be terminated at any time by the Landlord without the necessity
of any notice to the Tenant; and
(d) the Tenant shall occupy the Premises on the same terms and conditions as are
contained in this Lease (including, without limitation, the obligation to pay
Additional Rent), save and except that:
(i) the Term and the nature ofthe tenancy shall be as set out in paragraphs (b) or
( c) of this Section as the case may be;
(ii) the Minimum Rent payable by the Tenant shall be paid monthly at a rate
equal to $200.00 per month; and
(iii) the Tenant shall not be entitled to take the benefit of any rights or renewal or
rights to extend, rights of first refusal, options to purchase, or any other rights
personal to the Tenant and which may be contained in this Lease.
The Tenant shall be estopped and forever barred from claiming any right to occupy the Premises on
terms other than as set out in this Section and the Landlord may plead this Section in any court
proceedings. The Tenant shall indemnify and save harmless the Landlord from all claims incurred
by the Landlord as a result of the Tenant remaining in possession of all or any part of the Premises
following the expiry of the Term. Nothing in this Section shall be interpreted as permitting or giving
the Tenant an option to stay in possession of the Premises following the expiry of the Term and the
Tenant shall surrender the Premises to the Landlord on the expiry of the Term.
38. Landlord's Option to Transfer Reversion
The Landlord shall have the option on at least ten (10) days wlitten notice to the Tenant given
at any time prior to 5 :00 p.m. on December 30, 2030 to transfer the fee simple reversionary estate in
the Premises to the Tenant for a nominal consideration of One ($1.00) Dollar free and clear of
encumbrances created by the Landlord. The Tenant shall accept this transfer, but subject to the
reservation of easements in perpetuity to achieve the intent of Sections 11 and 12 ofthis Lease. The
Landlord hereby authorizes the Tenant to cause the transfer to be registered by electronic registration
and if requested by the Tenant, will provide the Tenant's solicitor with an appropriate written
acknowledgement and authorization in order that such registration may be effected by the Tenant.
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Upon such transfer, this Lease shall terminate, save and except those provisions which
expressly survive termination.
39. Status Statement
Within ten (10) days after written request therefor by the Landlord or by a mortgagee under a
Landlord's Mortgage, the Tenant hereby agrees to deliver in the form and to the person supplied by
the Landlord or by a mortgagee under a Landlord's Mortgage a status certificate certifying (if such be
the case) that:
(i) this Lease is unmodified and in full force and effect (or if there have been any
modifications, that this Lease is in full force and effect as modified and identify the
modification agreements, if any) or if this Lease is not in full force and effect, the
certificate shall so state;
(ii) the Commencement Date;
(iii) the date to which the Basic Rent has been paid under this Lease;
(iv) whether or not there is any existing default by the Tenant in the payment ofthe Basic
Rent or the Additional Rent or other sum of money under this Lease, and whether or
not there is any other existing default by either party under this Lease with respect to
which a notice of default has been served and ifthere is any such default, specifying
the nature and extent thereof; and
(v) any other matter or information which the Landlord or its mortgagee may require.
40. Partial Invaliditv
If for any reason whatsoever any term, covenant or condition ofthis Lease, or the application
thereof to any Person, firm or corporation or circumstance, is to any extend held or rendered invalid,
unenforceable or illegal, then such term, covenant or condition:
(a) is deemed to be independent of the remainder ofthe Lease and to be severable and
divisible therefrom, and its validity, unenforceability or illegality does not affect,
impair or invalidate the remainder of the Lease or any part thereof; and
(b) continues to be applicable to and enforceable to the fullest extent permitted by law
against any Person and circumstance other than those as to which it has been held or
rendered invalid, unenforceable or illegal.
41. Time of Essence
Time shall be of the essence in all respects hereunder.
42. Enforceabilitv
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.
43. Entire Al!reement
This Lease is the entire agreement between the parties with respect to the lease by the Tenant of
the Premises. There is no representation, warranty, collateral agreement or condition affection this
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Lease other than is expressed herein in writing. No subsequent alteration, amendment, change or
addition to this Lease shall be binding upon the Landlord or the Tenant unless in writing and signed
by each of them.
44. Laws of Ontario
This provisions of this Lease and its interpretation shall be governed by the laws of the
Province of Ontario.
45. Notice
If any notice or other document is required to be or may be given by 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: Goodyear Engineered Products Canada Inc.
450 Kipling Avenue
Toronto, Ontario
M8Z 5E 1
Attention: Mr. Robin M. Hunter
Ifby telecopier: (416) 201-7708
The Tenant:
The Corporation of the Municipality
of Clarington
40 Temperance Street
Bowmanville, Ontario LIC 3A6
Attention: Director of Planning Services
Ifby telecopier: (905) 623-0830
or such other address of which the Landlord or the Tenant has notified the other in writing. Any
such notice so mailed by prepaid mail or delivered shall be deemed good and sufficient notice under
the terms ofthis Lease, and the notice ifsent by prepaid mail shall be effective five (5) days after the
date on which it is so mailed. Any notice transmitted by telefax shall be effective from the date that
it is telefaxed.
46. Enurement
This Lease and everything herein contained shall enure to the benefit of and be binding upon
the parties hereto their successors and permitted assigns respectively.
-20-
IN 'VITNESS WHEREOF the parties have duly executed and unconditionally delivered this
Lease as of the date above written.
. GOODYEAR ENGINEERED
PRODUCTS C NA INC.
Per:
Na .6i.BA/TA
Title: ~,ei?SI.J;e=A/T
Per: ~ ~---==:s
Name: ~ ~A/-r~
Title: set:'4:!'E- ~)?"
I1We have authority to bind the Corporation.
THE CORPORATION OF THE
MUNICIPALITY OF CLARINGTON
SCHEDULE "A"
Premises
Part of PIN #26932-0252 (LT) more particularly described as Part of Lot 12, Concession 1,
Darlington being Parts 1 to 6, inclusive, on Plan 40R-24738.
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PLAN 40R-_
R[C[lVlO AND DEPOS,TiD
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'/"IE LAND TlTlf S DI~SION OF
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SCHEDULE B
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PA~~_~CRIPTIO"" ~p~
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"^"I " "50.'.'0[0 LOI " , 00'0"> eN' L 26:'~':02;';("T)
SuBJfCT TO L,l.5t",(~T AS :N ;NST. No. "'101410
R=t
PLAN OF SURVEY
OF PART OF UNSUBDIVIDED LOT 12,
CONCESSION 1 OF THE FORMER
TOWN 0;: aOWiviANVILLE, now in the
MUNICIPALITY OF CLARINGTON
REGIONAL MUNICIPALITY OF DURHAM
~ROWN &: COGGAN LiD.. CLS
SCALE - 1 ; 7~O
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SURVEYOR'S CERTIFICATE
, nl-l"fY T....r
I. ThIS S...RVCY "':-'0 f'LAN AIR COrtHfCT A:<;O IN ACCOf./OMCf WITH THE. SUIM:'Y5
!.Cr, TI'1E S..:N(YORS ACT AND hl!: lAAD T,TLlS ACT AND TH[ tl(C....tAllOI\S
MAJE. UNO[I< THLl.I.
2. T....E SURVEY NAS CQUi'u.tE.i) eN 1t1E 12ttl. 0,.,'1' OF NCIo'EI.l[l[R, 1001
QArc
G. OOl,,;OVS CQCGAN
ONfAH.Q L..ANU S\Jk'IIl'YO'(
BEARING REFERENCE
BtARl/'olGS ARE A~~HO"'OIolIC AND ME RIJfHt<fJ TO ,hE: WEST LII,(I. OF lor 12,
CON. 1, M""'hG .. L1lAR;hG Of NIT~2'jO""'" A5 SHOWN ClIi "LA/\ 4CR-142b9.
M~NlClPAll7Y ,j~' Ci.AHI"'GTON. RECIONAl I.4UMCI~ALll'Y Of CI.iRHAM.
NOTES & LEGEND
. Ot:l\OTES MOf\,U",P.;IATIOt\ rOUI\D
o CO.;C;C:S l,IQI\Ui,l[!\ TArlQI'o ","",'Tro
SIU. ;w..orrs S,A~DARD I~ON BAR
SSIB OfNCfES SMCRT Sl.A"'~K;> IRON BAR
ll:!. OENORS IRO'" BAH
lB._ C(,.."TI:5 HOUND IRON OAR
WIT. Df.NOn.S WITNrss
(Ou) Dll';OfES ORlClN Ul\.<""Ow....
(JOn) Dt:,...(.H:S J,D. flAH~[S Lro, 0\.5
(1106) Ot::p."Ci(S t,4,0. GROWN, OLS
(1414) op.r,u:s HI<QWN &: COGCAN LTD., OlS
Wq CCSQIES I-'L...A.f\I IOR-360b
u:'\lrrs DI~; ;;'i\:CLS Sh.;W:~ Ct'-. ~'H:S P:...AN AR!:: 1"'1 MnRES
AN:J CAN C, CONVERTED TO FEET BY LliVIDING BY 0.3048,
SROWN & COGGAN LTD.
ONTARIO LAND SURVEYORS
I D.YIS:D~ STREET , SuiTE '9'
8GWIJA1\:VILLE , ONTARIO
(905;623-125\ l1C 212
OAAWN BY: MSJ (CSr) I SCA..t: ; ; 750 T F'ilf "'0. . 102108
SCHEDULE "C"
Description of Landlord's Lands
PIN #26932-0252 being Part Lot 12, Concession 1, Darlington; part Lot unnumbered (Lot 12,
Concession 1, Darlington); Plan 34 Y2, Bowmanville being Part 1, 140R-I4289; Part Lot 8, Plan
H50081, Bowmanville; Lot 10, Plan H50081, Bowmanville; Lot 11, Plan H5008I, Bowmanville;
Lot 12, Plan H5008I, Bowmanville; Lot 13, Plan H5008I, Bowmanville; Lot 14, Plan H5008I,
Bowmanville; Lot 15, Plan H5008I, Bowmanville; Lot 16, P1anH5008I, Bowmanville; Lot 17, Plan
H5008I, Bowmanville; Lot 18, Plan H5008I, Bowmanville; Lot 19, Plan H5008I, Bowmanville;
Lot 20, Plan H5008I, Bowmanville; unnamed street, Plan H50081, Bowmanville closed by N33686;
Part 2, 40R-14289 subject to NI67470, N33685E and N965I6, Municipality of CIa ring ton