Loading...
HomeMy WebLinkAbout93-154 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 93- 154 Being a By-law to authorize the execution of a Leasing Agreement between the Corporation of the Municipality of Clarington and her Majesty the Queen, as represented by the Minister of Government Services for the Province of Ontario, for the rental of the Holding Cells and Court Rooms in the premises located at 132 Church Street, Bowmanville, Ontario. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the Corporation of the Municipality of Clarington with the Corporation Seal, a Leasing Agreement with her Majesty the Queen, as respresented by the Minister of Government Services for the Province of Ontario and said Corporation. 2 . THAT this agreement attached hereto as Schedule "A" form part of this By-law. By-law read a first and second time this 12th day of October, 1993 . By-law read a third time and finally passed this 12th day of October, 1993 . ayor Cl k DATED: January 1, 1993 CORPORATION OF THE MUNICIPALITY OF CLARINGTON and - HER MAJESTY THE QUEEN in right of Ontario as represented by the Chair of the Management Board of Cabinet Parliament Buildings • Queen's Park Toronto, Ontario. M7A 1N3 PER DIEM LICENSE AGREEMENT Director, Legal Branch Management Board Secretariat • 8th Floor, Ferguson Block 77 Wellesley Street West Queen's Park TORONTO, Ontario. M7A 1N3 L-1739 SCHEDif "A" TO BY-LAW 93-1614 PER DIEM LICENSE AGREEMENT L-1739 THIS Licence Agreement made in sextuplicate as of the 1st day of January, One Thousand Nine Hundred and Ninety- three. BETWEEN: CORPORATION OF THE MUNICIPALITY OF CLARINGTON herein called the "Licensor" OF THE FIRST PART AND: HER MAJESTY THE QUEEN in right of Ontario as represented by the Chair of the Management Board of Cabinet herein called the "Licensee" OF THE SECOND PART PREMISES WITNESSETH that in consideration of the rents reserved and the covenants and agreements herein contained to be paid, observed and performed by the Licensee, the Licensor hereby permits the Licensee to use the premises (herein called the "Premises") , having a rentable area of approximately 5,577 square feet (518. 1 square metres) , being the entire second floor, plus the holding cells on the ground floor, forming part of the Licensoe's building (herein called the "Building") municipally known as 132 Church Street, Bowmanville, Ontario. TERM The Licensee's right to use the Premises shall be for a term of five (5) years and two (2) months commencing on the 1st day of January, 1993 , (herein called the "Commencement Date") and ending on the 28th day of February, 1998. COMMON AREAS & FACILITIES TOGETHER WITH the non-exclusive right to use the Common Areas and Facilities together with all others entitled thereto, "Common Areas and Facilities" means those areas, facilities, utilities, improvements, equipment and installations in the Building which are not leased to tenants of the Building, and which serve or are for the benefit of the Building and located within the Building or on the lands appurtenant thereto (herein called the "Lands") including all areas, facilities, utilities, improvements, equipment and installations which are provided by the Licensor for the use or benefit of all the tenants, their employees, customers and other invitees in common with others entitled to the use and benefit thereof in the manner and for the purposes permitted by this license agreement (herein called the "Agreement") RENT The Licensee shall pay to the Licensor yearly and every year during the Term the annual sum of $13,950. 00 of lawful money of Canada to be paid in advance in equal monthly instalments of $1, 162.50 on the first day of each 2 - and every month during the Term to the Licensor at 40 Temperance Street, Bowmanville, Ontario, LiC 3A6 or at such other place as the Licensor shall hereafter designate in writing. The first of such payments is to be made on the 1st day of September, 1993 . If the Term commences on any day other than the first or ends on any day other than the last day of a month, rent for the fractions of a month at the commencement and at the end of the Term shall be adjusted pro rata. Such annual rental is based on ninety- three days of use per annum at a rate of $150. 00 per day. Any additional days of use will be paid for by the Licensee at the abovementioned daily rate upon receipt of an invoice from the Licensor for such additional use, such invoice to be issued once a year at the end of the calendar year in which such charges were incurred. It is agreed and understood that the rental rate for that portion of the term commencing January 1, 1993 and ending August 31, 1993 shall continue at the overholding rate of $55, 770. 00 per annum, payable in advance in equal monthly instalments of $4, 647.50. LICENSEE'S COVENANTS The Licensee covenants with the Licensor as follows: PAY RENT 1. To pay rent in accordance with the provisions of this Agreement. BUSINESS 2 . To pay all taxes levied upon the business assessment, TAXES if any, resulting from the Licensee's use or occupation of the Premises. COMPENSATION 3 . To make good or compensate the Licensor for any FOR DAMAGE damage to the Premises caused by the negligent, reckless or wilful conduct of the Licensee's servants, agents, employees, licensees or invitees. NOTICE OF 4. To give the Licensor immediate notice of any accident DEFECT to or defect in the water system, electrical system, heating, ventilating and air-conditioning system or any other system or part of the Premises which the Licensor is obligated to repair. ENTRY BY 5. To permit the Licensor to enter the Premises at any LICENSOR reasonable time upon reasonable prior written notice for the purpose of inspecting the Premises and making necessary repairs to the Premises. ASSIGN OR 6. Not to assign this Agreement without the prior SUBLET written consent of the Licensor, such consent not to be unreasonably withheld. USE OF 7. To use the Premises for lawful purposes only. PREMISES NOT TO 8. Not to do or omit or permit to be done or omitted on AFFECT the Premises anything which shall cause the rate of INSURANCE insurance upon the Building to be increased and if the rate of insurance upon the Building shall be increased by reason of anything done or omitted or permitted to be done or omitted by the Licensee or anyone permitted by the Licensee to be upon the Premises, the Licensee shall on demand pay to the Licensor the amount of such increase. 3 - LICENSEE'S 9. To comply with all provisions of law including, COMPLIANCE without limitation, all federal and provincial WITH LAWS legislative enactments, municipal zoning and building by-laws and any federal, provincial or municipal regulations which relate to the Licensee's use or occupation of the Premises or to the making of any repairs, replacements, additions, changes, substitutions or improvements that relate to such use or occupation by the Licensee. WASTE 10. Not to do or suffer any waste, damage, disfiguration or injury to the Premises or the fixtures and equipment thereof or permit any overloading of the floors thereof. NUISANCE 11. Not to use or permit the use of any part of the Premises for any dangerous, noxious or offensive trade or business or cause or permit any nuisance in, at or on the Premises. LICENSEE'S 12 . To indemnify and save harmless the Licensor against INDEMNITY and from any and all claims, including, without limiting the generality of the foregoing, all claims for bodily injury or property damage arising from the conduct of any work or by or through any act or omission of the Licensee or an assignee, subtenant, agent, contractor, servant, employee, invitee or licensee of the Licensee and against and from all costs, counsel fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon, save and except for any damage arising from the negligent act or omission of the Licensor or any person for whom it is in law responsible. LICENSER'S COVENANTS The Licensor covenants with the Licensee as follows: EXCLUSIVE 1. That the Licensee will have the exclusive use of the USE Premises on the days designated by the parties and on any additional days as may, in the future, be authorized by the Licensor. ZONING 2. That the Building and Lands are in compliance with all existing zoning by laws and any other applicable government regulations or requirements and permit the Licensee's use of the Premises. REALTY TAXES 3 . To pay, subject to the provisions of this Agreement, all taxes and rates whether municipal, parliamentary or otherwise levied against the Building and the Lands, or against the Licensor on account thereof. ACCESS 4. To permit the Licensee, her servants, agents, employees, licensees and invitees to have access to the stairways and passages within the Building in common with all others entitled thereto, for the purpose of ingress to and egress from the Premises. PREMISES 5. To maintain the Premises and washroom facilities in REPAIR or serving the Premises in good repair and tenantable 'condition during the Term and make good any defect or want of repair and/or replacement promptly upon receipt of notice from the Licensee with a minimum of disruption to the Licensee's business. 4 - UTILITY 6. To pay all charges for water, gas, fuel and CHARGES electricity supplied to the Premises. SNOW REMOVAL i . To effect the prompt removal of snow and ice from all sidewalks, steps, roads and parking areas serving the Building, at its expense. SERVICES & 8. To provide and operate the following services and FACILITIES facilities for the Premises, at its expense, and maintain the service systems in good repair during the Term, at its expense: ELECTRICAL a) an adequate electrical system including fixtures SYSTEM, and outlets together with the initial installation of BULBS, ETC. switches, bulbs, fluorescent tubes, starters and ballasts and the ongoing replacement of bulbs, fluorescent tubes, starters and ballasts, as required by the Licensee throughout the Term; HEATING b) a heating system sufficient to maintain a SYSTEM reasonable temperature (20-23 degrees Celsius) in the Premises during the heating season (15th September to 15th May) and at other times of the year if required for comfortable occupancy and including all maintenance, repair and replacement of all systems and equipment for this purpose; AIR- c) an air-conditioning system sufficient to cool the CONDITIONING Premises when required during the months of May, SYSTEM June, July, August and September to maintain a temperature suitable for comfortable occupancy and including all maintenance, repair and replacement of all systems and equipment for this purpose; and VENTILATION d) a ventilation and air distribution system that is SYSTEM sufficient to provide for comfortable occupancy and including all maintenance, repair and replacement of all systems and equipment for this purpose; WASHROOMS e) washroom facilities for male and female employees of the Tenant in accordance with the requirements established by the Occupational Health and Safety Act, R.S.O. , 1990, c. 0. 1, as amended, including the provision of all washroom supplies; JANITORIAL f) janitorial services for the Premises including SERVICE the provision of all cleaning materials and equipment. EXTERIOR, 9. To maintain the exterior of the Building, the Lands, COMMON AREAS the parking lots and walkways of the Building and the Common Areas and Facilities in good repair and clean condition and make all necessary replacements as would a prudent owner of a similar building. GLASS 10. To promptly replace in case of breakage, all glass or REPLACEMENT plate glass windows and other glass forming part of the Premises with glass of the same kind and quality as that which may be damaged or broken, save where such damage or breakage has been occasioned by the negligence of the Licensee, her servants or agents. LICENSOR'S 11. To indemnify and save harmless the Licensee against INDEMNITY and from any and all claims, including, without limiting the generality of the foregoing, all claims for bodily injury or property damage arising from the conduct of any work or by or through any act or omission of the Licensor or any assignee, - 5 - sublandlord, agent, contractor, servant, employee, invitee or licensee of the Licensor and against and from all costs, counsel fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon. LICENSOR'S 12 . To comply with all provisions of law including, COMPLIANCE without limitation, all federal and provincial WITH LAWS legislative enactments, municipal zoning and building by-laws and any federal, provincial or municipal regulations which relate to the Premises or to the use or occupation thereof or to the making of any repairs, replacements, additions, changes, substitutions or improvements of or to the Premises or any part thereof. LICENSOR'S 13 . To obtain and maintain insurance on the Building as INSURANCE would a prudent owner of a similar building, having regard to size, age and location, including insurance against loss or damage by fire and extended coverage perils. The Licensor further agrees to obtain and maintain comprehensive general liability insurance. Such insurance shall contain a waiver of subrogation by insurers against the Licensee and any sub- licensees of the Licensee. ASBESTOS 14 . That there is no asbestos in the Premises, as confirmed in Schedule "A" attached hereto. PROVISOS OVERHOLDING 1. If the Licensee, with the consent of the Licensor, remains in possession of the Premises after the date fixed for the expiration of the Term or any renewal thereof without any further written agreement, the Licensee shall be deemed to be a licensee from month to month at the monthly rental reserved by this Agreement and on the terms and conditions contained in this Agreement except as to length of tenancy. FIXTURES 2 . The Licensee, at her option, may remove her fixtures during or on termination of this Agreement or any renewal thereof. SIGNS 3 . a) The Licensee may erect such signs on the Premises in accordance with the Building standards and municipal and provincial requirements as she considers necessary for the proper conduct of her business; b) All such signs shall be removed from the Premises at the end of the Term or any renewal thereof; and c) The Licensee shall repair or compensate the Licensor for any damage caused to the Premises by the removal of signs. UNAVOIDABLE 4. In the event that the Licensor or the Licensee shall DELAYS be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes; lockouts; labour trouble; civil commotion; riots; insurrection; war; inability to procure labour, materials or services; acts of God; weather; power failures; restrictive laws or regulations or any other reason beyond the reasonable control of the Licensor or the Licensee as the case may be, then performance of such act shall be excused 6 - for the period of the delay and the time allotted for the performance of any such act shall be extended for a period of time equal to the period of such delay. COMMON 5. If the Premises are now or hereafter served by common PARKING parking facilities, the Licensee, her servants, agents, employees, licensees and invitees shall have the full right to use such parking facilities in common with all others entitled thereto. DAMAGE- 6A. If at any time during the Term the Premises are PREMISES wholly or partially destroyed by fire or other UNTENANTABLE insurable peril so as to render them untenantable .or prevent reasonable or convenient access thereto, the rent hereby reserved shall immediately abate until such time as the Premises have been restored to tenantable condition. If the Premises are so badly damaged that they cannot be restored to tenantable condition within one hundred and twenty (120) days, then the Licensor or the Licensee may determine this tenancy within thirty (30) days of such damage or destruction upon notice to the other party. DAMAGE- 6B. If at any time during the Term the Premises are PREMISES damaged to such an extent that only part thereof is PARTIALLY tenantable, then the rent hereby reserved shall TENANTABLE immediately abate in proportion to the part of the Premises which is untenantable and full rent will not be payable again until such time as the Premises have been fully restored. If the Licensor does not begin to restore the Premises within fourteen (14) days of the occurrence of damage or, having commenced the restoration of the Premises, does not proceed to complete it with reasonable dispatch, the Licensee may determine this tenancy upon fourteen (14) days' notice to the Licensor. DAMAGE TO 7. If at any time during the Term, any part of the BUILDING Building other than the Premises is damaged or destroyed (irrespective of whether the Premises are damaged or destroyed) and if in the opinion of the Licensee's architect, such damage to the Building renders all or part of the Premises wholly or partially untenantable or interferes with the Licensee's reasonable access to and egress from the ' Premises, the rent shall immediately abate until such time as the damaged or destroyed portion of the Building is restored and complete and uninterrupted access to the Premises has been restored. If the Building is so badly damaged that, in the opinion of the Licensee's architect, it cannot be restored to tenantable condition within one hundred and twenty (120) days of the damage, then the Licensor or the Licensee may determine this tenancy within thirty (30) days of such damage or destruction upon written notice to the other party, and rent shall determine from the date of such damage. RE-ENTRY 8. If the rent hereby reserved, or any part thereof, shall be in arrears, or if the Licensee shall make, default in the observance or performance of any of the Licensee's covenants or agreements contained in this Agreement and such arrears or default shall continue for a period of fourteen (14) days, then the Licensor may give the Licensee notice requiring the Licensee to pay the arrears or remedy the default within thirty (30) days of receipt of notice. If the Licensee fails to pay the arrears or remedy the 7 - default within such period, the Licensor may re-enter the Premises and the Term hereby granted shall thereupon be terminated. PERFORMANCE 9. If the Licensor fails to observe or perform any of its covenants or agreements contained in this Agreement the Licensee may, at her option and subject to thirty (30) days' prior written notice to the Licensor, remedy such default and deduct the reasonable cost of such action from the rent payable under this Agreement. Where the Licensor cannot effect immediate remedial measures in the case of an emergency, the Licensee may perform such work as required and deduct the reasonable cost of such action from the rent payable under this Agreement. RENEWAL 10. a) The Licensee may, at the expiration of the Term, renew the Agreement for a further term of five (5) years at a rental rate to be negotiated between the Licensor and Licensee and, failing agreement, to be settled pursuant to the arbitration provisions of Proviso 11 hereof; and b) The terms and conditions of this Agreement, save as to rental rate, shall apply during the renewal term with the exception of this proviso for renewal. ARBITRATION 11. If the parties are unable to agree upon the rental rate to be charged during the renewal term provided for in this Agreement, they shall submit the dispute to arbitration in accordance with the provisions of the Arbitrations Act, S.O. 1991, c. 17, as amended, or any successor Act. Each party shall appoint an arbitrator and the appointed arbitrators shall jointly choose a third arbitrator to create a board of three arbitrators, the majority decision of which shall be binding upon the parties. If either party shall refuse to appoint an arbitrator within thirty (30) days of being served with written notice of arbitration by the other party, then the arbitrator first appointed shall, at the request of the party appointing him, proceed to determine such rental rate as if he were a single arbitrator appointed by both parties. In such case the single arbitrator shall receive and consider written or oral submissions from both parties. If two arbitrators are appointed and they fail, within ten (10) days of the appointment of the second of them, to agree upon the appointment of the third arbitrator, theneupon the application of either party the third arbitrator shall be appointed by a Judge of the Supreme Court of Ontario. Each party shall pay the fees and expenses of the arbitrator appoint by it and one-half of the fees and expenses of the third arbitrator. CANCELLATION 12 . Both the Licensor and the Licensee shall have the . right to cancel this Agreement or alter the number of days per annum for which use of the Premises is designated hereunder, by giving the other party six (6) months written notice of cancellation or change, as the case may be. NON-WAIVER 13. No condoning, excusing or overlooking by the Licensor or Licensee of any default, breach or non-observance by the Licensee or the Licensor at any time or times in respect of any covenant, proviso or condition herein contained shall operate as a waiver of the Licensor's or the Licensee's rights hereunder in 8 - 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 Licensor or the Licensee 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 Licensor or the Licensee, save only an express waiver in writing. NOTICES 14 . Any notice required or contemplated by any provision of this Agreement shall be given in writing enclosed in a sealed envelope addressed in the case of notice to the Licensor to 40 Temperance Street, Bowmanville, Ontario, L1C 3A6, and in the case of notice to the Licensee to her in care of the Director, Leasing Services Branch, Property Management Division, Management Board Secretariat, Ferguson Block, 77 Wellesley Street West, Toronto, Ontario, M7A 1N3, and mailed registered and postage prepaid. The time of giving of such notice shall be conclusively deemed to be the third business day after the day of such mailing. Such notice shall also be sufficiently given if and when the same shall be delivered, in the case of notice to the Licensor to an authorized legal agent and, in the case of notice to the Licensee town executive officer of the Licensee at the above-noted addresses. Such notice, 'if personally delivered, shall be conclusively deemed to have been given and received at the time of such delivery. ENTIRE 15. The Licensee and the Licensor acknowledges that there AGREEMENT are no covenants, representations, warranties, agreements or conditions, expressed or implied, collateral or otherwise, forming part of or in any way affecting or relating to this Agreement save as expressly set out in this Agreement and that this Agreement constitutes the entire agreement between the Licensor and the Licensee and may not be modified except as herein explicitly provided or except by subsequent agreement in writing of equal formality hereto executed by the Licensor and the Licensee. Schedule "A" attached hereto forms part of this Agreement. SEVER- 16. The Licensor and the Licensee agree that all of the ABILITY provisions of this Agreement are to be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate paragraph hereof. Should any provision or provisions of this Agreement be illegal or not enforceable, it or they shall be considered separate and severable from the Agreement 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. INTERPRE- 17. The words "herein", "hereof", "hereby", "hereunder", TATION "hereto", "hereinafter", and similar expressions refer to this Agreement and not to any particular paragraph, section or other portion thereof, unless there is something in the subject matter or context inconsistent therewith. HEADINGS AND 18. The headings and captions appearing in the margin of CAPTIONS this Agreement have been inserted as a matter of convenience and for reference only and in no way 9 A define, limit or enlarge the scope or meaning of this Agreement nor any of the provisions hereof. _ EFFECT OF 19. This Agreement and everything herein contained shall AGREEMENT operate to the benefit of any, and be binding upon, respective successors, assigns and other legal representatives as the case may be of each of the parties hereto subject to the granting -of consent by the Licensor as provided herein to any assignment or sublease, and every reference herein to any party hereto shall include the successors, assigns and other legal representatives of such party. LAWS OF 20. This Agreement shall be governed and construed in ONTARIO accordance with the laws of the Province of Ontario. BINDING ON 21. This Agreement shall not be binding upon the Licensee LICENSEE until it has been executed by or on behalf of the Chair of the Management Board of Cabinet. GOODS AND 22 . The Licensee hereby certifies that the property SERVICES TAX licensed hereunder is licensed by the Chair of the Management Board of Cabinet for the use of the Crown in Right of Ontario and is therefore not subject to the federal Goods and Services Tax. This provision applies only where HER MAJESTY THE QUEEN in right of Ontario as represented by the Chair of the Management Board of Cabinet is the Licensee. FREEDOM OF 23 . The financial and commercial information contained INFORMATION in this Agreement is subject to the provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.F. 31, as amended. IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT. SIGNED, SEALED & DELIVERED ) CORPORATION OF THE MUNICIPALITY OF CLARINGTON Per: s. Witness ) Name:Diane Hamre Title: r Pa i L. rrie, own Clerk HER MAJESTY THE QUEEN in right of Ontario as represented by the Chair of the Management Board of Cabinet Per: W. Stephen Gray Manager, Eastern Region