Loading...
HomeMy WebLinkAbout2008-118THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 2008 - 118 Being a By-law to authorize a contract between the Corporation of the Municipality of Clarington and Ontario Realty Corporation, Toronto, Ontario, to enter into agreement for the lease space at 132 Church Street, Bowmanville, ON. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the Corporation of the Municipality of Clarington and seal with the Corporation Seal, a contract between, Ontario Realty Corporation, Toronto, Ontario, and said Corporation; and 2. THAT the contract attached hereto as Schedule "A" form part of this By-law. By-law read a first and second time this 23'd day of June, 2008. By-law read a third time and finally passed this 23~d day of June, 2008. Maio\r \-`~ ^ Municipal Clerlt _ L01739 PER DIEM LICENSE EXTENSION AND AMENDING AGREEMENT THIS AGREEMENT made in quadruplicate as of the 16`h day of April, 2008. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Herein called the "Licensor" OF THE FIRST PART AND: ONTARIO REALTY CORPORATION, ACTING AS AGENT ON BEHALF OF HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF PUBLIC INFRASTRUCTURE RENEWAL Herein called the "Licensee" OF THE SECOND PART WHEREAS by a Per Diem License Agreement dated June 1, 2005, (the "Original License"), the Licensor did license unto Her Majesty the Queen In Right of Ontario As Represented by the Chair of the Management Board of Cabinet (the "Chair") for a term of One (1) year commencing on June 1, 2005 and ending on May 31, 2006 (the "Term"), the premises more particularly described as approximately Four Thousand, One Hundred and Twenty-Seven (4,127) square feet on the second floor (the "Licensed Premises"), in the building municipally known as 132 Church Street (the "Building"), in the Town of Bowmanville, in the Province of Ontario (the "Lands"), as more particularly described in Schedule "A" attached thereto; AND WHEREAS by Order in Council No. 1487/2005 dated September 21, 2005, all of the powers and duties of the Chair relating to real property leased by the Government of Ontario pursuant to the Ministry ofGovernment Services Act, R.S.0.1990, c.M.25, as amended, were transferred and assigned to the Minister of Public Infrastructure Renewal; AND WHEREAS the Licensor and the Licensee agreed to extend the Term by way of a License Extension and Amending Agreement dated July 28, 2006 (the "First Extension Agreement"), for One (1) further term of Two (2) yeazs commencing on June 1, 2006 and ending on May 31, 2008 (the "First Extension Term"), in addition to other terms and conditions as set out therein; AND WHEREAS the Original License, the First Extension Agreement and this License Extension and Amending Agreement (the "Agreement") aze hereinafter collectively referred to as the "License", except as specifically set out herein; AND WHEREAS the parties have agreed to (i) reduce the Licensee's use of the Licensed Premises from Sixty (60) days per year to Thirty (30) days per year; and (ii) extend and amend the License on the following terms and conditions: 2- NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of Two Dollars ($2.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: The parties hereto confirm that the foregoing recitals are true in substance and in fact. Extension of License 2. The Term of the License is hereby extended for a further term of One (1) year commencing on June 1, 2008 and ending on May 31, 2009 (the "Second Extension Term"), at an annual license fee of Five Thousand, Four Hundred Dollars ($5,400.00) (the "License Fee"), payable in advance in equal monthly installments of Four Hundred and Fifty Dollars ($450.00) on the first day of each month during the Second Extension Term, based upon use of the Licensed Premises for Thirty (30) days per year at a rate of One Hundred and Eighty Dollars ($180.00) 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. Any additional days are to be invoiced to the following: Ministry of the Attorney General 720 Bay Street 5th Floor Toronto, ON MSG 2K1 Attention: Manager, Leasing Services The Licensee hereby continues to certify that the Licensed Premises is licensed for use of the Crown in Right of Ontario and is therefore not subject to the Goods and Services Tax. The Licensee shall continue to have the right to cancel this Agreement or alter the number of days per annum for which use of the Licensed Premises is designated hereunder at any time during the Second Extension Term, by giving the Licensor not less than Ninety (90) days' prior written notice of cancellation or change, as the case maybe. Amendments to License 4. The extension contemplated pursuant to this Agreement is subject to all the covenants and agreements contained in the License, as amended, renewed and extended from rime to time, save and except Section 6.13 of the Original License (Notices) is hereby amended to provide the following addresses for notice: Ontario Realty Corporation 900 Bay Street First Floor Unit # M1-72 Toronto, Ontario M7A 1N3 Attention: Regional Director of Operations Fax: (416) 326-9905 With a copy to: Ontario Realty Corporation 1 Dundas Street West -3- Suite 2000 Toronto, Ontario MSG 2L5 Attention: Senior Solicitor, Leasing Fax: (416) 327-2760 With an additional copy to: SNC Lavalin ProFac Inc. 304 The East Mall Suite 900 Toronto, Ontario M9B 6E2 Attention: Leasing Manager, Central Region Fax: (416) 207-3208 Any notice required shall be given in writing and delivered personally or by facsimile or mailed by either registered or signature mail and postage prepaid. The time of giving ofnotice by either registered or signature mail shall be conclusively deemed to be the third Business Day after the day of such mailing. Such notice, if personally delivered or if delivered by facsimile, shall be conclusively deemed to have been given and received at the time of such delivery. 5. The Licensor and the Licensee hereby mutually covenant and agree that during the Second Extension Term they shall each perform and observe all of the covenants, provisos and obligations on their respective parts to be performed pursuant to the terms of the License, as extended and amended hereby. 6. The Licensor and any of its successors, permitted assigns, directors, officers, employees, agents, servants, and representatives shall not engage in any activity where such activity creates a conflict of interest, actual or potential, in the sole opinion of the Licensee, with the License or the exercise of any of the rights or obligations of the Licensor hereunder. The Licensor shall disclose to the Licensee in writing and without delay any actual or potential situation that maybe reasonably interpreted as either a conflict of interest or a potential conflict of interest. For clarification, a "conflict of interest" means, in relation to the performance of its contractual obligations pursuant to the License, the Licensor's other commitments, relationships or financial interests (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its contractual obligations pursuant to the License. 7. Except as otherwise specifically provided in this Agreement, all words and expressions used in the License shall apply to and be read as applicable to the provisions of this Agreement. The provisions of this Agreement shall be interpreted and governed by the laws of the Province of Ontario. 9. The Licensor acknowledges and agrees that the commercial and financial information in this Agreement is subject to the Freedom oflnformation and Protection ofPrivaev Act, R.S.O. 1990, c.F.31, as amended. 10. This Agreement shall be binding upon and enure to the benefit of the administrators, successors and/or assigns of the respective parties hereto. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 4- 11 This Agreement shall not be binding upon the Licensee until it has been executed by or on behalf of the Licensee. IN WITNESS WHEREOF the parties hereto have executed this Agreement. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Per: Name: Ji ethy - _ _ - - '-_ Title: or _ - - -- Per: Name Title: Authorized Signing Officer(s) ONTARIO REALTY CORPORATION, ACTING AS AGENT ON BEHALF OF HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF PUBLIC INFRASTRUCTURE RENEWAL Per: Contestabile U President, Transactions Authorized Signing Officer