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HomeMy WebLinkAbout99-183 A THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 99- 183 being a by-law to authorize the entering into a Lease Agreement with the Central Lake Ontario Conservation Authority the Owner of three parcels of land, the first being a portion of the Bowmanville Valley Conservation Area located in Part Lot 13, Concession 1 in the of the former Town of Bowmanville, now in the Municipality of Clarington and the second, and third being portions of the Bowmanville Harbour Conservation Area located in Part Lot 11, Broken Front Concession in the former Town of Bowmanville, now in the Municipality of Clarington. WHEREAS, the Council of the Corporation of the Municipality of Clarington supports the initiative of Valleys 2000, to enhance and improve the Bowmanville Creek valley from Highway 2 to the waterfront. AND WHEREAS, the Council of the Corporation of the Municipality of Clarington recognizes the need to acquire land along the Bowmanville waterfront for the enjoyment of the public. NOW THEREFORE BE RESOLVED THAT the Council of the Corporation of the Municipality of Clarington enacts as follows: 1. THAT the Mayor and Clerk be authorized to execute on behalf of the Corporation of the Municipality of Clarington, and seal with the Corporation's seal a Lease Agreement with the Central Lake Ontario Conservation Authority, for three parcels of land,the first being a portion of the Bowmanville Valley Conservation Area located in Part Lot 13, Concession 1 in the former Town of Bowmanville, now in the Municipality of Clarington, and the second and third parcels being a portion of the Bowmanville Harbour Conservation Area located in Part Lot 11, Broken Front Concession in the former Town of Bowmanville now in the Municipality of Clarington. BY-LAW read a first time this 13 day of December 1999. BY-LAW read a second time this 13 day of December 1999. BY-LAW read a third time and finally passed this 13 day of December 1999. t Y OLE THIS LEASE made in duplicate as of the 1 st day of January, 2000,in pursuant of the Short Form of Leases Act: BETWEEN: CENTRAL LAKE ONTARIO CONSERVATION AUTHORITY (hereinafter referred to as"CLOCA") as Landlord - and- THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter referred to as the"Municipality") as Tenant WHEREAS: A. CLOCA is the owner of certain lands comprising approximately 6.7 hectares comprising part of Lot 13, Concession 1 in the former Town of Bowmanville now in the rxiicipality of Clarington shown on the map contained in Schedule"A"hereto ("Central Bowmanville Valley Lands"). B. CLOCA is also the owner of certain lands comprising approximately 10.5 hectares in Part Lot 10, Broken Front Concession in the former Town of Bowmanville now in the Municipality shown on the map contained in Schedule`B"("Forest Lands,Boat Ramp and Associated Lands"). C. CLOCA has deemed the Central Bowmanville Valley Lands and the Forest Lands, Boat Ramp and Associated lands to be secondary to its requirements to perform its statutory mandate and has agreed to lease the Lands (collectively referred to as the "Lands") to the Municipality on the terms and conditions set out below; D. The Forest Lands, Boat Ramp and Associated Lands are subject to an easement vested in Ontario Hydro Networks Inc. retains a perpetual easement ("Easement") in the Forest Lands, the Boat Ramp and Associated Lands for the purposes of constructing, repairing, maintaining and reconstructing thereon an electricity transmission line. The Easement is described in Instrument No. 97161 registered against the title to part of the Forest,Boat Ramp and Associated Lands in the Land Registry Office for the Land Registry Division of Durham(No. 44); -2- E. CLOCA has agreed to lease to the Municipality the Central Bowmanville Valley Lands and the Forest Lands,Boat Ramp and Associated Lands,in order to develop a recreational trail system, parkland and appropriate facilities and amenities on the Lands in accordance with the terms of the Lease; F. The parties have agreed that if the Municipality decides to lease additional lands from time to time from CLOCA they will be subject to the terms of this Lease. A description of such lands being added to this Lease by amendments to this Lease ("Additional Lands") are described in Schedule"C"hereto; and G. The execution of this LEASE on behalf of the Municipality is authorized by By-law No. 99- 183 passed by the Municipality's Council on December 13, 1999. THIS LEASE WITNESSES THAT in consideration of the rents, covenants and agreements reserved and contained on the part of CLOCA and the Municipality, and the payment of TWO ($2.00) DOLLARS by each party to the other (the receipt and sufficiency of which is acknowledged by each of them), CLOCA demises and leases the Lands to the Municipality subject to the terms and conditions set out below. ARTICLE 1 -INTERPRETATION 1.01 Definitions: Wherever a term set out below appears in the text of this Lease in capital letters, the term shall have the meaning set out for it in this Section 1.01. Wherever a term below appears in the text of this Lease in regular case, it shall be deemed to have the meaning ordinarily attributed to it in the English language. For the purposes of this Lease, the term (a) "Additional Lands"has the meaning assigned to it in Recital F of this Lease; (b) "Municipality" means The Corporation of the Municipality of Clarington and includes its successors, and where the context allows,its employees, contractors, and agents; (c) "CLOCA" means The Central Lake Ontario Conservation Authority, and its successors and, where the context allows, its employees, contractors and agents; (d) "Ontario Hydro' means Ontario Hydro Networks Inc. and its successors and assigns, and where the context allows, its employees, contractors and agents; -3- (e) "Event of Default"means either one of the following two circumstances: (i) The Municipality is in default of any of its covenants or agreements pursuant to this Lease and the default continues for a period of thirty (30) days (or such longer period as may be reasonably necessary to cure the default considering its nature)after notice by CLOCA to the Municipality specifying with reasonable particularity the nature of the default and requiring it to be remedied. (ii) In the circumstances where the default set out in the notice given to the Municipality by CLOCA pursuant to (i) above reasonably requires more time to cure than the time period referred to in the notice, but the Municipality has not commenced remedying the default; or, in the sole opinion of CLOCA, has failed to diligently complete within a reasonable time; (f) "Easement"has the meaning assigned to it in Recital"D"of this Lease; (g) "Lands"has the meaning assigned to it in Recital"C"of this Lease and includes the Additional Lands; (h) "Lease"means this lease agreement,including its recitals and schedules,which form an integral part of it, as it may be amended from time to time; (i) "Taxes" means all taxes, rates, local improvement rates, impost charges, duties, assessments or,levies which may be levied, rated, charged or assessed against any form of property,regardless of whom is responsible for payment,whether imposed by Federal,Provincial(including the Municipality, school board,utility commission or other authority, and whether now or in the future in existence with respect to the Lands. Without limitation,this includes any other taxes,rates, duties, assessments, fees or levies which may be imposed on CLOCA or the Municipality or anyone else on account or in lieu of taxes,whether or not they are secured against property, or of a nature similar to those taxes, and whether recurring annually, or at other intervals, or on a special or single instance basis only; (j) "Term"means the time period during which this Lease is operational, as set out in Article 2.01. Term includes the current portion of the Term and any future renewals; and t -4- (k) "Utility Services"means sewage,water, electricity, telephone and cable television services. 1.02 Legisladon, By-laws: Each reference to Provincial legislation in this Lease, unless otherwise specified, is a reference to the Revised Statutes of Ontario, 1990 edition, and, in every case, includes all applicable amendments to the legislation, including successor legislation. Each reference to a By-law in this Lease,.unless otherwise specified, is a reference to a By-law of the Municipality, and, in every case, includes all applicable amendments to the By-law, including successor by-laws. 1.03 Construing this Lease: The captions, article and section names and numbers appearing in the Lease are for convenience of reference only and in no way define, limit or describe the scope or intent of any portion of this Lease and have no effect on its interpretation. All provisions of this Lease creating obligations on either CLOCA or the Municipality shall be deemed to be and shall be construed as covenants. This Lease shall be read with all changes of gender or number required by the context. 1.04 Reasonableness: Wherever any consent, agreement or approval of the Municipality or CLOCA is required under the terms of this Lease, then unless otherwise specifically mentioned, the party will do so reasonably. 1.05 Differences of Opinion: All matters of difference arising between CLOCA and the Municipality in any matter connected with or arising out of this Lease, whether to interpretation or otherwise, shall be referred to a single arbitrator, if the parties agree upon its identity. Should the parties be unable to agree upon the identity of an arbitrator,then the matter shall be referred to a single arbitrator, to be appointed by a Justice of the Ontario Superior Court of Justice. The arbitrator shall conduct this arbitration pursuant to the Arbitration Act, 1991, and every award or determination shall be final and binding on the parties and their successors and assigns, and shall not be subject to appeal. The arbitrator shall be allowed unfettered and unlimited discretion to determine in each and every case the solution which best balances the competing interests of the parties to the arbitration in accordance with this Lease, and he shall not be bound by any legal precedent in such determination. The arbitrator shall not be bound by the provisions of the Arbitration Act, 1991 in respect of its fees. The arbitrator shall be entitled to award all or part of his fees against any party in accordance with the principles which govern an award of costs against a non-successful party in a contested matter before the Ontario Superior Court of Justice. In the absence of such an award by the arbitrator,the arbitrator's costs shall be borne equally by both parties,without regard to their involvement in the arbitration. -5- ARTICLE 2 -DEMISE, TERM AND RENTAL 2.01 Demise (with Reservation): CLOCA leases to the Municipality and the Municipality leases from CLOCA the Lands on the terms and conditions set out in this Lease for a term of five (5) years, to be computed from the 1st day of January 2000, subject to termination and renewal as provided in this Lease. CLOCA, however, reserves the right to grant licences, rights-of-way or privileges to others on, over,under,through or across the Lands. Subject to the provisions of this Lease, CLOCA covenants and agrees that any rights-of- way or privileges granted under this reservation will not be detrimental to the Municipality's intended use of the Lands,will not damage or disrupt permanently the physical facilities of the Municipality, will not impose any cost upon the Municipality, and will not weaken, diminish or impair the security of this Lease. 2.02 Renewals: Subject to Section 2.03, CLOCA grants to the Municipality three five(5)year rights of renewal to be computed from the first day of January, 2005,the first day of January 2010, and the first day of January 2015. Renewals after those set out in this section,will be the subject of negotiation between CLOCA and the Municipality at that time. 2.03 Exercising Renewal Rights: No notice shall be required in order for the Municipality to exercise its rights of renewal pursuant to Section 2.02 of this Lease. Provided there has been no Event of Default,this Lease shall be deemed to have been renewed for each applicable renewal portion of the Term unless the Term has been terminated in accordance with this Lease. 2.04 Rent: During the Term of this Lease, the Municipality shall pay to CLOCA a nominal amount of rent in the sum of($2.00) dollars annually. Receipt of the capitalized amount of the rent for the Term is hereby acknowledged by CLOCA. 2.05 Subletting: With the prior approval of CLOCA,in writing,the Municipality shall have the right to lease or to assign the Lease, or sub-lease of the Lands or to permit concessionaires thereon. 2.06 Utility Services: This Lease is subject to the right of CLOCA and any other person authorized by CLOCA to maintain and operate Utility Services installed on, over or across the Lands at the date of this Lease, and to the right of CLOCA to grant easements or licences, as the case may be, from time to time, during the Term for future utility services on, over or across the Lands. -6- ARTICLE 3 - COVENANTS, WARRANTIES & ACKNOWLEDGEMENTS OF THE MUNICIPALITY 3.01 Rent: The Municipality covenants to pay Rent in the amount of Two ($2.00) Dollars per annum on the day of commencement of this Lease and thereafter on each anniversary thereof during the Term. 3.02 Uses: (a) The Municipality at its cost shall prepare a Concept Plan for the use of the Forest Lands, Boat Ramp and Associated Lands. The Municipality will consult with CLOCA prior to the approval and implementation of the Concept Plan. The Concept Plan shall contain appropriate provisions for access to the Lands by members of the public for recreational purposes. (b) The parties acknowledge that Valleys 2000 (Bowmanville)Inc. has prepared a Concept Plan for lands which include the Central Bowmanville Valley Lands. This Concept Plan has been approved by Council on February 21, 2000. CLOCA will co-operate with the Municipality and Valleys 2000(Bowmanville) Inc. in implementing the Concept Plan for the Central Bowmanville Valley Lands. 3.03 No Damage: The Municipality covenants and agrees that it shall not do, suffer nor permit to be done any act or thing which may impair, damage or injure the Lands beyond the damage that may be caused by reasonable use by the Municipality or members of the public of areas of the Lands for a boat ramp,parking lot and associated amenities as contemplated by Section 3.02. 3.04 Construction: The Municipality will not erect any new permanent buildings on the Lands without first obtaining the written consent of CLOCA, both as a location and type of building. 3.05 Watercourses and Fill: The Municipality covenants that it will not alter the course of any watercourse, or the natural topography of the Lands without first obtaining written consent of CLOCA. The Municipality further covenants not to place, or cause or permit to be placed, any fill, sand, gravel, detritus,waste or other materials on the Lands without the written consent of CLOCA. -7- 3.06 Public Use: The Municipality covenants that it will not interfere with the public use of the Lands during the Term provided that the Municipality may charge fees for the use of boat ramps, parking lots and/or facilities for cleaning fish and may appropriate the proceeds therefrom to its own use absolutely. 3.07 Maintenance: During the Term,the Municipality shall maintain the Lands to a reasonable standard having regard to the uses contemplated by Section 3.02. 3.08 Laws &Rules: The Municipality covenants and agrees to abide by all applicable Federal, Provincial, and/or Municipal or local Statutes, Regulations, and By-laws. 3.09 Utility Services: The Municipality shall not do anything, or cause or permit anything to be done,which will in any way interfere with the rights granted by CLOCA pursuant to Section 2.06. All such rights granted will be subject to this Lease, and any parties obtaining such rights will be required to obtain the Municipality's consent before exercising the rights. 3.10 Taxes: The Municipality shall pay all taxes levied against the Lands forthwith after they become due and payable. 3.11 Signs: It is understood and agreed that CLOCA's name and the Ministry of Natural Resources are to be suitably displayed on any signs erected in areas where CLOCA has contributed to the Municipality's land assembly programme. These names shall be displayed in a manner and size as agreed to by CLOCA and the Municipality. 3.12 CLOCA Projects: The Municipality acknowledges that CLOCA reserves the right to undertake projects for recreational or outdoor educational purposes at its own expense on the Lands, provided that these projects do not interfere with the Municipality's use of the Lands as contemplated by Section 3.02, or with any of the projects affected or proposed by the Municipality on the Lands. 3.13 Liability Insurance: The Municipality will obtain and at all time during the Term maintain comprehensive general liability insurance in the minimum amount of Five Million ($5,000,000.00) Dollars against claims for personal injury, death or damage to property arising out of any of the operations of the Municipality under this Lease, or of any of the acts or omissions of the Municipality. 3.14 Indemnity: At all times during the Term, the Municipality shall indemnify and save harmless CLOCA from any claims directly or indirectly related to the use of the Lands pursuant to this Lease. Without limitation,these claims include claims for property damage, -8- personal injury, death, negligence, or otherwise and include,without limitation, CLOCA's reasonable legal costs. ARTICLE 4- COVENANTS,WARRANTIES & ACKNOWLEDGEMENTS OF CLOCA 4.01 Quiet Enjoyment: Subject to the provisions of this Lease, CLOCA covenants and agrees that the Municipality shall have quiet possession of the Lands. 4.02 No Interference: CLOCA agrees that the Municipality shall have full and free access to any and every part of the Lands and hereby permits the Municipality to access the Lands from other lands retained by CLOCA. 4.03 Linkage: CLOCA covenants that it will provide the Municipality with reasonable access to all portions of the Lands in the event that CLOCA undertakes a project on the Lands pursuant to the provisions of Section 5.05 of this Lease. 4.04 CLOCA's Jurisdiction Continues: The parties acknowledge that CLOCA has jurisdiction over all aspects of the watercourse channels, flood control and erosion control. CLOCA's cost regarding its ongoing control and jurisdiction shall be borne by CLOCA. CLOCA shall notify the Municipality, in writing, prior to undertaking any works on the Lands or on any portion thereof. ARTICLE 5-DEFAULT AND TERMINATION 5.01 Default: Upon the occurrence of an Event of Default, at the option of CLOCA,the Term shall be forfeited and terminate, and CLOCA may, without notice or any form of legal process whatsoever, forthwith re-enter upon the Lands and repossess and enjoy the same as of its former estate, anything contained in any statute or law to the contrary notwithstanding, and the provisions of Section 5.06 shall apply. 5.02 CLOCA's Performance: Nothing in this Lease shall operate to prevent CLOCA., in the circumstances of an Event of Default, from entering upon the Lands and performing the Municipality's obligations. This work shall be contemplated at the sole cost and expense of the Municipality, in addition, CLOCA may levy any charge as may then be applicable, in accordance with its policies, for administration and overhead. It is expressly understood and agreed that CLOCA is not under any obligation to perform any of the Municipality's covenants. -9- 5.03 Other Remedies: Forfeiture of this Lease by the Municipality shall be wholly without prejudice to the right of CLOCA to recover damages for any antecedent breach of covenant on the part of the Municipality. This clause, and the rights under it, shall survive the termination of this Lease whether by act of the parties or by operation of law. 5.04 Termination of Lease: Neither party to this Lease has the right to terminate this Lease unilaterally. The parties may, however,mutually agree in writing to terminate this Lease. 5.05 CLOCA Projects: Notwithstanding Section 2.01, should CLOCA adopt a project pursuant to the provisions of the Conservation Act, as a result of which it shall require possession of all or part of the Lands, then it is understood and agreed that, subject to Section 4.03, possession of all or part of the Lands shall be returned to CLOCA not earlier than twelve (12)months following the date of giving of written notice by CLOCA to the Municipality. In the event of such repossession by CLOCA, CLOCA agrees to reimburse the Municipality for the improvement to the Lands in an amount equal to one hundred(100%) percent of all capital costs less five (5%) depreciation for each full year of use by the Municipality from the date of construction. 5.06 Surrender: At the expiration or sooner determination of the Term of this Lease or any renewal period, the Municipality shall peaceably surrender and yield to CLOCA, the Lands,in a well-maintained,full operating condition with all related facilities in a good state or repair(reasonable wear and tear excepted). At the expiration of the Lease or any renewal period, CLOCA will have and enjoy absolute title to all of the Lands without compensation to the Municipality and free of any claim or encumbrance. ARTICLE 6-MISCELLANEOUS 6.01 Notice: Any notice to be given under this Lease shall be sufficiently given if delivered or sent by prepaid first class mail and addressed to CLOCA at: Central Lake Ontario Conservation Authority 100 Whiting Avenue Oshawa, Ontario L1H 3T3 Attention: Chief Administrative Officer or to the Municipality at: The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 Attention: Chief Administrative Officer -10- Receipt of notice shall be deemed on the date of delivery, or five(5)days following the date of mailing of the notice, whichever is applicable. Either party may change its address for notice by giving notice of change of address pursuant to this section. 6.02 Force Majeure/Time: Notwithstanding anything in this Lease, neither party shall be in default with respect to the performance of any of the terms of this Lease if any non- performance is due to any force majeure, strike, lock-out,.labour dispute, civil commotion, war or similar event, invasion, the exercise of military power, act of God, government regulations or controls, inability to obtain any material or service, or any cause beyond the reasonable control of the party (unless such lack of control results from a deficiency in financial resources). Otherwise, time shall be of the essence of this Lease and all the obligations contained herein. 6.03 Successors: The rights and liabilities of the parties shall enure to the benefit of and be binding upon the parties and their respective successors and approved assigns. 6.04 Entire Agreement: This Lease contains the entire agreement between the parties with respect to the Lease of the Lands and it is agreed that there is no covenant, promise, agreement, condition precedent or subsequent,warranty or representation or understanding, whether oral or written, other than as set forth in this Lease. This Lease fully replaces and supersedes any letter, letter of intent, or other contractual arrangement between the parties related to the Lands in existence at the time of execution and delivery of this Lease. 6.05 Partial Invalidity: If any article, section, subsection,paragraph,clause or subclause or any of the words contained in this Lease shall be held wholly or partially illegal, invalid or unenforceable by any court of competent jurisdiction, CLOCA and the Municipality agree that the remainder of the Lease shall not be affected by the judicial holding,but shall remain in full force and effect. The provisions of this Lease shall have effect, notwithstanding any statute to the contrary. 6.06 Relationship of Parties: Nothing in this Lease shall create any relationship between the parties other than that of landlord and tenant. It is specifically agreed that neither party is a partner,joint partner, agent or trustee of the other. 6.07 Waiver: No supplement, amendment or waiver of or under this Lease (excepting notice of change of address as contemplated in Section 6.01) shall be binding unless executed in writing by the party to be bound thereby and no waiver by a party of any provision of this Lease shall be deemed or shall constitute a waiver of any other provision or a continuing waiver unless otherwise expressly provided. -11- 16.08 Governing Law: This agreement shall be construed in accordance with and governed by the laws of the Province of Ontario. IN WITNESS WHEREOF the undersigned have affixed their corporate seals attested by the hands of their properly authorized officer. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Diane nre, Mayor latti 1 ame, Clerk CENTRAL LAKE ONTARIO CONSERVATION AUTHORITY Name: Title Rick Johnson Chair.•nan�QL� ame: Title,: J.R. Powell Chief Administrative Officer SCHEDULE "A" "Central Bowmanville Valley Lands" SCHEDULE "B" "Forest Lands, Boat Ramp and Associated Lands" SCHEDULE "C" "Additional Lands" LORRAINE CRT. g )ER AVE. FIRST STREET SAUNDERS AVENUE STURROCKAVE. r 3 ODELL ST. � BORLAND COURT a 'm CONCESSION STREET WEST STEVENS ROAD o � o t5 m LOWE STREET LOVER'S LANE U L 2 d L � CARLISLE AVENUE IN- 5<• � c'S'Gq �O,y m p s STRIKE AVENUE �. w MCCRIMMON CRES. m ,�=i i y,(tC• � < a � � SrgFfT �V4O o S o TREWIN CHU 0 LANES, UTRE AVENUE Q O� KI � me IAWRFNCE GATE LAWRENCE CRESCE7yT OO H o DD H (�DO'R�EEN m h CRESCENT QUINN Hi^ 90 oq�c ?F iQ q o NE PARK LANE HQ w 0 s, �I cllRCxF 5 ROSER CRES. SPRY AVENUE ® CENTRAL BOWMANVILLE VALLEY LANDS s Sf1�ET Z a� G � W BASQUNE RW FAST W � Z V O Z S 2 N FREEWAY Hl WAY 401 a 'r.: P �= x s ^. \ y ry -`r G1 S'2i. +' -'•r F1� BEACH 49 q k W LAKE ONTAR/O BOWMANVILLE HARBOUR CONSERVATION AREA ® FOREST LANDS, BOAT RAMP AND ASSOCIATED LANDS THIS LEASE made in duplicate as of the 1 st day of January, 2000,in pursuant of the Short Form of Leases Act: BETWEEN: CENTRAL LAKE ONTARIO CONSERVATION AUTHORITY (hereinafter referred to as"CLOCA") as Landlord - and- THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter referred to as the"Municipality") as Tenant WHEREAS: A. CLOCA is the owner of certain lands comprising approximately 6.7 hectares comprising part of Lot 13, Concession 1 in the former Town of Bowmanville now in the Municipality of Clarington shown on the map contained in Schedule"A"hereto ("Central Bowmanville Valley Lands"). B. CLOCA is also the owner of certain lands comprising approximately 10.5 hectares in Part Lot 10, Broken Front Concession in the former Town of Bowmanville now in the Municipality shown on the map contained in Schedule`B"("Forest Lands,Boat Ramp and Associated Lands"). C. CLOCA has deemed the Central Bowmanville Valley Lands and the Forest Lands, Boat Ramp and Associated lands to be secondary to its requirements to perform its statutory mandate and has agreed to lease the Lands (collectively referred to as the "Lands") to the Municipality on the terms and conditions set out below; D. The Forest Lands, Boat Ramp and Associated Lands are subject to an easement vested in Ontario Hydro Networks Inc. retains a perpetual easement ("Easement") in the Forest Lands, the Boat Ramp and Associated Lands for the purposes of constructing, repairing, maintaining and reconstructing thereon an electricity transmission line. The Easement is described in Instrument No. 97161 registered against the title to part of the Forest,Boat Ramp and Associated Lands in the Land Registry Office for the Land Registry Division of Durham(No. 44); -2- E. CLOCA has agreed to lease to the Municipality the Central Bowmanville Valley Lands and the Forest Lands,Boat Ramp and Associated Lands,in order to develop a recreational trail system, parkland and appropriate facilities and amenities on the Lands in accordance with the terms of the Lease; F. The parties have agreed that if the Municipality decides to lease additional lands from time to time from CLOCA they will be subject to the terms of this Lease. A description of such lands being added to this Lease by amendments to this Lease ("Additional Lands") are described in Schedule"C"hereto; and G. The execution of this LEASE on behalf of the Municipality is authorized by By-law No. 99- 183 passed by the Municipality's Council on December 13, 1999. THIS LEASE WITNESSES THAT in consideration of the rents, covenants and agreements reserved and contained on the part of CLOCA and the Municipality, and the payment of TWO ($2.00) DOLLARS by each party to the other (the receipt and sufficiency of which is acknowledged by each of them), CLOCA demises and leases the Lands to the Municipality subject to the terms and conditions set out below. ARTICLE 1 -INTERPRETATION 1.01 Definitions: Wherever a term set out below appears in the text of this Lease in capital letters, the term shall have the meaning set out for it in this Section 1.01. Wherever a term below appears in the text of this Lease in regular case, it shall be deemed to have the meaning ordinarily attributed to it in the English language. For the purposes of this Lease, the term (a) "Additional Lands"has the meaning assigned to it in Recital F of this Lease; (b) "Municipality" means The Corporation of the Municipality of Clarington and includes its successors, and where the context allows,its employees,contractors, and agents; (c) "CLOCA" means The Central Lake Ontario Conservation Authority, and its successors and, where the context allows, its employees, contractors and agents; (d) "Ontario Hydro" means Ontario Hydro Networks Inc. and its successors and assigns, and where the context allows, its employees, contractors and agents; -3- (e) "Event of Default"means either one of the following two circumstances: (i) The Municipality is in default of any of its covenants or agreements pursuant to this Lease and the default continues for a period of thirty (30) days (or such longer period as may be reasonably necessary to cure the default considering its nature)after notice by CLOCA to the Municipality specifying with reasonable particularity the nature of the default and requiring it to be remedied. (ii) In the circumstances where the default set out in the notice given to the Municipality by CLOCA pursuant to (i) above reasonably requires more time to cure than the time period referred to in the notice, but the Municipality has not commenced remedying the default; or, in the sole opinion of CLOCA, has failed to diligently complete within a reasonable time; (f) "Easement"has the meaning assigned to it in Recital"D"of this Lease; (g) "Lands"has the meaning assigned to it in Recital"C"of this Lease and includes the Additional Lands; (h) "Lease"means this lease agreement,including its recitals and schedules,which form an integral part of it, as it may be amended from time to time; (i) "Taxes" means all taxes, rates, local improvement rates, impost charges, duties, assessments or,levies which may be levied, rated, charged or assessed against any form of property,regardless of whom is responsible for payment,whether imposed by Federal,Provincial(including the Municipality, school board,utility commission or other authority, and whether now or in the future in existence with respect to the Lands. Without limitation, this includes any other taxes,rates, duties, assessments, fees or levies which may be imposed on CLOCA or the Municipality or anyone else on account or in lieu of taxes,whether or not they are secured against property, or of a nature similar to those taxes, and whether recurring annually, or at other intervals, or on a special or single instance basis only; (j) "Term"means the time period during which this Lease is operational, as set out in Article 2.01. Term includes the current portion of the Term and any future renewals; and -4- (k) "Utility Services"means sewage,water, electricity, telephone and cable television services. 1.02 Legislation, By-laws: Each reference to Provincial legislation in this Lease, unless otherwise specified, is a reference to the Revised Statutes of Ontario, 1990 edition, and, in every case, includes all applicable amendments to the legislation, including successor legislation. Each reference to a By-law in this Lease, unless otherwise specified, is a reference to a By-law of the Municipality, and, in every case, includes all applicable amendments to the By-law, including successor by-laws. 1.03 Construing this Lease: The captions, article and section names and numbers appearing in the Lease are for convenience of reference only and in no way define, limit or describe the scope or intent of any portion of this Lease and have no effect on its interpretation. All provisions of this Lease creating obligations on either CLOCA or the Municipality shall be deemed to be and shall be construed as covenants. This Lease shall be read with all changes of gender or number required by the context. 1.04 Reasonableness: Wherever any consent, agreement or approval of the Municipality or CLOCA is required under the terms of this Lease, then unless otherwise specifically mentioned, the party will do so reasonably. 1.05 Differences of Opinion: All matters of difference arising between CLOCA and the Municipality in any matter connected with or arising out of this Lease, whether to interpretation or otherwise, shall be referred to a single arbitrator, if the parties agree upon its identity. Should the parties be unable to agree upon the identity of an arbitrator,then the matter shall be referred to a single arbitrator, to be appointed by a Justice of the Ontario Superior Court of Justice. The arbitrator shall conduct this arbitration pursuant to the Arbitration Act, 1991, and every award or determination shall be final and binding on the parties and their successors and assigns, and shall not be subject to appeal. The arbitrator shall be allowed unfettered and unlimited discretion to determine in each and every case the solution which best balances the competing interests of the parties to the arbitration in accordance with this Lease, and he shall not be bound by any legal precedent in such determination. The arbitrator shall not be bound by the provisions of the Arbitration Act, 1991 in respect of its fees. The arbitrator shall be entitled to award all or part of his fees against any party in accordance with the principles which govern an award of costs against a non-successful party in a contested matter before the Ontario Superior Court of Justice. In the absence of such an award by the arbitrator,the arbitrator's costs shall be borne equally by both parties,without regard to their involvement in the arbitration. -5- ARTICLE 2 - DEMISE,TERM AND RENTAL 2.01 Demise (with Reservation): CLOCA leases to the Municipality and the Municipality leases from CLOCA the Lands on the terms and conditions set out in this Lease for a term of five (5) years, to be computed from the 1st day of January 2000, subject to termination and renewal as provided in this Lease. CLOCA, however, reserves the right to grant licences, rights-of-way or privileges to others on, over,under,through or across the Lands. Subject to the provisions of this Lease, CLOCA covenants and agrees that any rights-of- way or privileges granted under this reservation will not be detrimental to the Municipality's intended use of the Lands,will not damage or disrupt permanently the physical facilities of the Municipality, will not impose any cost upon the Municipality, and will not weaken, diminish or impair the security of this Lease. 2.02 Renewals: Subject to Section 2.03, CLOCA grants to the Municipality three five(5)year rights of renewal to be computed from the first day of January, 2005,the first day of January 2010, and the first day of January 2015. Renewals after those set out in this section,will be the subject of negotiation between CLOCA and the Municipality at that time. 2.03 Exercising Renewal Rights: No notice shall be required in order for the Municipality to exercise its rights of renewal pursuant to Section 2.02 of this Lease. Provided there has been no Event of Default,this Lease shall be deemed to have been renewed for each applicable renewal portion of the Term unless the Term has been terminated in accordance with this Lease. 2.04 Rent: During the Term of this Lease, the Municipality shall pay to CLOCA a nominal amount of rent in the sum of($2.00) dollars annually. Receipt of the capitalized amount of the rent for the Term is hereby acknowledged by CLOCA. 2.05 Subletting: With the prior approval of CLOCA,in writing,the Municipality shall have the right to lease or to assign the Lease, or sub-lease of the Lands or to permit concessionaires thereon. 2.06 Utility Services: This Lease is subject to the right of CLOCA and any other person authorized by CLOCA to maintain and operate Utility Services installed on, over or across the Lands at the date of this Lease, and to the right of CLOCA to grant easements or licences, as the case may be, from time to time, during the Term for future utility services on, over or across the Lands. -6- ARTICLE 3 - COVENANTS, WARRANTIES & ACKNOWLEDGEMENTS OF THE MUNICIPALITY 3.01 Rent: The Municipality covenants to pay Rent in the amount of Two ($2.00) Dollars per annum on the day of commencement of this Lease and thereafter on each anniversary thereof during the Term. 3.02 Uses: (a) The Municipality at its cost shall prepare a Concept Plan for the use of the Forest Lands,Boat Ramp and Associated Lands. The Municipality will consult with CLOCA prior to the approval and implementation of the Concept Plan. The Concept Plan shall contain appropriate provisions for access to the Lands by members of the public for recreational purposes. (b) The parties acknowledge that Valleys 2000 (Bowmanville)Inc. has prepared a Concept Plan for lands which include the Central Bowmanville Valley Lands. This Concept Plan has been approved by Council on February 21, 2000. CLOCA will co-operate with the Municipality and Valleys 2000(Bowmanville) Inc. in implementing the Concept Plan for the Central Bowmanville Valley Lands. 3.03 No Damage: The Municipality covenants and agrees that it shall not do, suffer nor permit to be done any act or thing which may impair, damage or injure the Lands beyond the damage that may be caused by reasonable use by the Municipality or members of the public of areas of the Lands for a boat ramp,parking lot and associated amenities as contemplated by Section 3.02. 3.04 Construction: The Municipality will not erect any new permanent buildings on the Lands without first obtaining the written consent of CLOCA, both as a location and type of building. 3.05 Watercourses and Fill: The Municipality covenants that it will not alter the course of any watercourse, or the natural topography of the Lands without first obtaining written consent of CLOCA. The Municipality further covenants not to place, or cause or permit to be placed, any fill, sand, gravel, detritus,waste or other materials on the Lands without the written consent of CLOCA. -7- 3.06 Public Use: The Municipality covenants that it will not interfere with the public use of the Lands during the Term provided that the Municipality may charge fees for the use of boat ramps, parking lots and/or facilities for cleaning fish and may appropriate the proceeds therefrom to its own use absolutely. 3.07 Maintenance: During the Term,the Municipality shall maintain the Lands to a reasonable standard having regard to the uses contemplated by Section 3.02. 3.08 Laws & Rules: The Municipality covenants and agrees to abide by all applicable Federal, Provincial, and/or Municipal or local Statutes, Regulations, and By-laws. 3.09 Utility Services: The Municipality shall not do anything, or cause or permit anything to be done,which will in any way interfere with the rights granted by CLOCA pursuant to Section 2.06. All such rights granted will be subject to this Lease, and any parties obtaining such rights will be required to obtain the Municipality's consent before exercising the rights. 3.10 Taxes: The Municipality shall pay all taxes levied against the Lands forthwith after they become due and payable. 3.11 Signs: It is understood and agreed that CLOCA's name and the Ministry of Natural Resources are to be suitably displayed on any signs erected in areas where CLOCA has contributed to the Municipality's land assembly programme. These names shall be displayed in a manner and size as agreed to by CLOCA and the Municipality. 3.12 CLOCA Projects: The Municipality acknowledges that CLOCA reserves the right to undertake projects for recreational or outdoor educational purposes at its own expense on the Lands, provided that these projects do not interfere with the Municipality's use of the Lands as contemplated by Section 3.02, or with any of the projects affected or proposed by the Municipality on the Lands. 3.13 Liability Insurance: The Municipality will obtain and at all time during the Term maintain comprehensive general liability insurance in the minimum amount of Five Million ($5,000,000.00) Dollars against claims for personal injury, death or damage to property arising out of any of the operations of the Municipality under this Lease, or of any of the acts or omissions of the Municipality. 3.14 Indemnity: At all times during the Term, the Municipality shall indemnify and save harmless CLOCA from any claims directly or indirectly related to the use of the Lands pursuant to this Lease. Without limitation,these claims include claims for property damage, -8- personal injury, death,negligence, or otherwise and include,without limitation, CLOCA's reasonable legal costs. ARTICLE 4- COVENANTS,WARRANTIES & ACKNOWLEDGEMENTS OF CLOCA 4.01 Quiet Enjoyment: Subject to the provisions of this Lease, CLOCA covenants and agrees that the Municipality shall have quiet possession of the Lands. 4.02 No Interference: CLOCA agrees that the Municipality shall have full and free access to any and every part of the Lands and hereby permits the Municipality to access the Lands from other lands retained by CLOCA. 4.03 Linkage: CLOCA covenants that it will provide the Municipality with reasonable access to all portions of the Lands in the event that CLOCA undertakes a project on the Lands pursuant to the provisions of Section 5.05 of this Lease. 4.04 CLOCA's Jurisdiction Continues: The parties acknowledge that CLOCA has jurisdiction over all aspects of the watercourse channels, flood control and erosion control. CLOCA's cost regarding its ongoing control and jurisdiction shall be borne by CLOCA. CLOCA shall notify the Municipality, in writing, prior to undertaking any works on the Lands or on any portion thereof. ARTICLE 5 -DEFAULT AND TERMINATION 5.01 Default: Upon the occurrence of an Event of Default, at the option of CLOCA, the Term shall be forfeited and terminate, and CLOCA may, without notice or any form of legal process whatsoever, forthwith re-enter upon the Lands and repossess and enjoy the same as of its former estate, anything contained in any statute or law to the contrary notwithstanding, and the provisions of Section 5.06 shall apply. 5.02 CLOCA's Performance: Nothing in this Lease shall operate to prevent CLOCA., in the circumstances of an Event of Default, from entering upon the Lands and performing the Municipality's obligations. This work shall be contemplated at the sole cost and expense of the Municipality, in addition, CLOCA may levy any charge as may then be applicable, in accordance with its policies, for administration and overhead. It is expressly understood and agreed that CLOCA is not under any obligation to perform any of the Municipality's covenants. -9- 5.03 Other Remedies: Forfeiture of this Lease by the Municipality shall be wholly without prejudice to the right of CLOCA to recover damages for any antecedent breach of covenant on the part of the Municipality. This clause, and the rights under it, shall survive the termination of this Lease whether by act of the parties or by operation of law. 5.04 Termination of Lease: Neither party to this Lease has the right to terminate this Lease unilaterally. The parties may,however,mutually agree in writing to terminate this Lease. 5.05 CLOCA Projects: Notwithstanding Section 2.01, should CLOCA adopt a project pursuant to the provisions of the Conservation Act, as a result of which it shall require possession of all or part of the Lands, then it is understood and agreed that, subject to Section 4.03, possession of all or part of the Lands shall be returned to CLOCA not earlier than twelve (12)months following the date of giving of written notice by CLOCA to the Municipality. In the event of such repossession by CLOCA, CLOCA agrees to reimburse the Municipality for the improvement to the Lands in an amount equal to one hundred(100%) percent of all capital costs less five (5%) depreciation for each full year of use by the Municipality from the date of construction. 5.06 Surrender: At the expiration or sooner determination of the Term of this Lease or any renewal period, the Municipality shall peaceably surrender and yield to CLOCA, the Lands,in a well-maintained, full operating condition with all related facilities in a good state or repair(reasonable wear and tear excepted). At the expiration of the Lease or any renewal period, CLOCA will have and enjoy absolute title to all of the Lands without compensation to the Municipality and free of any claim or encumbrance. ARTICLE 6-MISCELLANEOUS 6.01 Notice: Any notice to be given under this Lease shall be sufficiently given if delivered or sent by prepaid first class mail and addressed to CLOCA at: Central Lake Ontario Conservation Authority 100 Whiting Avenue Oshawa, Ontario L1H 3T3 Attention: Chief Administrative Officer or to the Municipality at: The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 Attention: Chief Administrative Officer -10- Receipt of notice shall be deemed on the date of delivery, or five(5)days following the date of mailing of the notice, whichever is applicable. Either party may change its address for notice by giving notice of change of address pursuant to this section. 6.02 Force Majeure/Time: Notwithstanding anything in this Lease, neither party shall be in default with respect to the performance of any of the terms of this Lease if any non- performance is due to any force majeure, strike, lock-out, labour dispute, civil commotion, war or similar event, invasion, the exercise of military power, act of God, government regulations or controls, inability to obtain any material or service, or any cause beyond the reasonable control of the party (unless such lack of control results from a deficiency in financial resources). Otherwise, time shall be of the essence of this Lease and all the obligations contained herein. 6.03 Successors: The rights and liabilities of the parties shall enure to the benefit of and be binding upon the parties and their respective successors and approved assigns. 6.04 Entire Agreement: This Lease contains the entire agreement between the parties with respect to the Lease of the Lands and it is agreed that there is no covenant, promise, agreement,condition precedent or subsequent,warranty or representation or understanding, whether oral or written, other than as set forth in this Lease. This Lease fully replaces and supersedes any letter, letter of intent, or other contractual arrangement between the parties related to the Lands in existence at the time of execution and delivery of this Lease. 6.05 Partial Invalidity: If any article, section, subsection,paragraph, clause or subclause or any of the words contained in this Lease shall be held wholly or partially illegal, invalid or unenforceable by any court of competent jurisdiction, CLOCA and the Municipality agree that the remainder of the Lease shall not be affected by the judicial holding,but shall remain in full force and effect. The provisions of this Lease shall have effect,notwithstanding any statute to the contrary. 6.06 Relationship of Parties: Nothing in this Lease shall create any relationship between the parties other than that of landlord and tenant. It is specifically agreed that neither party is a partner,joint partner, agent or trustee of the other. 6.07 Waiver: No supplement, amendment or waiver of or under this Lease (excepting notice of change of address as contemplated in Section 6.01) shall be binding unless executed in writing by the party to be bound thereby and no waiver by a party of any provision of this Lease shall be deemed or shall constitute a waiver of any other provision or a continuing waiver unless otherwise expressly provided. -11- 16.08 Governing Law: This agreement shall be construed in accordance with and governed by the laws of the Province of Ontario. IN WITNESS WHEREOF the undersigned have affixed their corporate seals attested by the hands of their properly authorized officer. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON lane e, ayor Patti L arrie Clerk CENTRAL LAKE ONTARIO CONSERVATION AUTHORITY Name: Title: Rick Johnson Chair.r�an N e: Title: .R. Powell Chief Administrative Officer SCHEDULE "A" "Central Bowmanville Valley Lands" SCHEDULE "B" "Forest Lands,Boat Ramp and Associated Lands" SCHEDULE "C" "Additional Lands" Yu z LORRAINE CRT. A . FI25T STREET SAUNDERS AVENUE SIURROCKAVE. ODELL ST. � BORLAND < 3 couRr � L--Jl I m STEVENS ROAD CONCESSION STREET WEST �i Ci 2 �Ff). x {Caei LOWE STREET LOVER'S LANE wESr w z ueERTY <G,y CARLISLE AVENUE 2. O� °d STRIKE AVENUE MCCRIMMON CRES. < rt S7RFFT o�r4o (i TREWIN S,7 CHUF v o LANE �rti LITTLE AVENUE S,T' O� a O K w me uwR AM S LAWRENCE (XtESCE)yT VO QUE SZ'O H HO<G< � yEo a �F4yT, cRQ 5�" mm N [XZESCENT WNN � w� t-j rY °� PARK LANE do O s, � � cuRCLE s ROSER CRES SPRY AVENUE ® CENTRAL BOWMANVILLE VALLEY LANDS = UUU 2 Li OR Rk 71 W BASFLNE ROAD EAST W � N FREEWAY Hl WAY 401 ol W O { -:t � F Fl -`h6 5 l t ry f ;3 EAST BEACH ROAD L4KE ONTARIO BOWMANVILLE HARBOUR CONSERVATION AREA FOREST LANDS, BOAT RAMP AND ASSOCIATED LANDS THIS LEASE made in duplicate as of the 1st day of January, 2000, in pursuant of the Short Form of Leases Act: BETWEEN: CENTRAL LAKE ONTARIO CONSERVATION AUTHORITY (hereinafter referred to as "CLOCA') as Landlord - and- THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter referred to as the"Municipality") as Tenant WHEREAS: A. CLOCA is the owner of certain lands comprising approximately 6.7 hectares comprising part of Lot 13, Concession 1 in the former Town of Bowmanville now in the Municipality of Clarington shown on the map contained in Schedule"A"hereto ("Central Bowmanville Valley Lands"). B. CLOCA is also the owner of certain lands comprising approximately 10.5 hectares in Part Lot 10, Broken Front Concession in the former Town of Bowmanville now in the Municipality shown on the map contained in Schedule`B"("Forest Lands,Boat Ramp and Associated Lands"). C. CLOCA has deemed the Central Bowmanville Valley Lands and the Forest Lands, Boat Ramp and Associated lands to be secondary to its requirements to perform its statutory mandate and has agreed to lease the Lands (collectively referred to as the "Lands") to the Municipality on the terms and conditions set out below; D. The Forest Lands, Boat Ramp and Associated Lands are subject to an easement vested in Ontario Hydro Networks Inc. retains a perpetual easement ("Easement") in the Forest Lands, the Boat Ramp and Associated Lands for the purposes of constructing, repairing, maintaining and reconstructing thereon an electricity transmission line. The Easement is described in Instrument No. 97161 registered against the title to part of the Forest,Boat Ramp and Associated Lands in the Land Registry Office for the Land Registry Division of Durham(No. 44); -2- E. CLOCA has agreed to lease to the Municipality the Central Bowmanville Valley Lands and the Forest Lands,Boat Ramp and Associated Lands,in order to develop a recreational trail system, parkland and appropriate facilities and amenities on the Lands in accordance with the terms of the Lease; F. The parties have agreed that if the Municipality decides to lease additional lands from time to time from CLOCA they will be subject to the terms of this Lease. A description of such lands being added to this Lease by amendments to this Lease ("Additional Lands") are described in Schedule"C"hereto; and G. The execution of this LEASE on behalf of the Municipality is authorized by By-law No. 99- 183 passed by the Municipality's Council on December 13, 1999. THIS LEASE WITNESSES THAT in consideration of the rents, covenants and agreements reserved and contained on the part of CLOCA and the Municipality, and the payment of TWO ($2.00) DOLLARS by each party to the other (the receipt and sufficiency of which is acknowledged by each of them), CLOCA demises and leases the Lands to the Municipality subject to the terms and conditions set out below. ARTICLE 1 -INTERPRETATION 1.01 Definitions: Wherever a term set out below appears in the text of this Lease in capital letters, the term shall have the meaning set out for it in this Section 1.01. Wherever a term below appears in the text of this Lease in regular case, it shall be deemed to have the meaning ordinarily attributed to it in the English language. For the purposes of this Lease, the term (a) "Additional Lands"has the meaning assigned to it in Recital F of this Lease; (b) "Municipality" means The Corporation of the Municipality of Clarington and includes its successors, and where the context allows,its employees, contractors, and agents; (c) "CLOCA" means The Central Lake Ontario Conservation Authority, and its successors and,where the context allows, its employees, contractors and agents; (d) "Ontario Hydro' means Ontario Hydro Networks Inc. and its successors and assigns, and where the context allows, its employees, contractors and agents; -3- (e) "Event of Default"means either one of the following two circumstances: (i) The Municipality is in default of any of its covenants or agreements pursuant to this Lease and the default continues for a period of thirty (30) days (or such longer period as may be reasonably necessary to cure the default considering its nature)after notice by CLOCA to the Municipality specifying with reasonable particularity the nature of the default and requiring it to be remedied. (ii) In the circumstances where the default set out in the notice given to the Municipality by CLOCA pursuant to (i) above reasonably requires more time to cure than the time period referred to in the notice, but the Municipality has not commenced remedying the default; or, in the sole opinion of CLOCA, has failed to diligently complete within a reasonable time; (f) "Easement"has the meaning assigned to it in Recital"D"of this Lease; (g) "Lands"has the meaning assigned to it in Recital"C"of this Lease and includes the Additional Lands; (h) "Lease"means this lease agreement,including its recitals and schedules,which form an integral part of it, as it may be amended from time to time; (i) "Taxes" means all taxes, rates, local improvement rates, impost charges, duties, assessments or,levies which may be levied, rated, charged or assessed against any form of property,regardless of whom is responsible for payment, whether imposed by Federal,Provincial(including the Municipality, school board,utility commission or other authority, and whether now or in the future in existence with respect to the Lands. Without limitation, this includes any other taxes,rates, duties, assessments, fees or levies which may be imposed on CLOCA or the Municipality or anyone else on account or in lieu of taxes,whether or not they are secured against property, or of a nature similar to those taxes, and whether recurring annually, or at other intervals, or on a special or single instance basis only; (j) "Term"means the time period during which this Lease is operational, as set out in Article 2.01. Term includes the current portion of the Term and any future renewals; and -4- (k) "Utility Services"means sewage,water, electricity, telephone and cable television services. 1.02 Legislation, By-laws: Each reference to Provincial legislation in this Lease, unless otherwise specified, is a reference to the Revised Statutes of Ontario, 1990 edition, and, in every case, includes all applicable amendments to the legislation, including successor legislation. Each reference to a By-law in this Lease,.unless otherwise specified, is a reference to a By-law of the Municipality, and, in every case, includes all applicable amendments to the By-law, including successor by-laws. 1.03 Construing this Lease: The captions, article and section names and numbers appearing in the Lease are for convenience of reference only and in no way define, limit or describe the scope or intent of any portion of this Lease and have no effect on its interpretation. All provisions of this Lease creating obligations on either CLOCA or the Municipality shall be deemed to be and shall be construed as covenants. This Lease shall be read with all changes of gender or number required by the context. 1.04 Reasonableness: Wherever any consent, agreement or approval of the Municipality or CLOCA is required under the terms of this Lease, then unless otherwise specifically mentioned, the party will do so reasonably. 1.05 Differences of Opinion: All matters of difference arising between CLOCA and the Municipality in any matter connected with or arising out of this Lease, whether to interpretation or otherwise, shall be referred to a single arbitrator, if the parties agree upon its identity. Should the parties be unable to agree upon the identity of an arbitrator, then the matter shall be referred to a single arbitrator, to be appointed by a Justice of the Ontario Superior Court of Justice. The arbitrator shall conduct this arbitration pursuant to the Arbitration Act, 1991, and every award or determination shall be final and binding on the parties and their successors and assigns, and shall not be subject to appeal. The arbitrator shall be allowed unfettered and unlimited discretion to determine in each and every case the solution which best balances the competing interests of the parties to the arbitration in accordance with this Lease, and he shall not be bound by any legal precedent in such determination. The arbitrator shall not be bound by the provisions of the Arbitration Act, 1991 in respect of its fees. The arbitrator shall be entitled to award all or part of his fees against any party in accordance with the principles which govern an award of costs against a non-successful party in a contested matter before the Ontario Superior Court of Justice. In the absence of such an award by the arbitrator,the arbitrator's costs shall be borne equally by both parties,without regard to their involvement in the arbitration. =5- ARTICLE 2 -DEMISE, TERM AND RENTAL 2.01 Demise (with Reservation): CLOCA leases to the Municipality and the Municipality leases from CLOCA the Lands on the terms and conditions set out in this Lease for a term of five(5) years, to be computed from the 1st day of January 2000, subject to termination and renewal as provided in this Lease. CLOCA, however, reserves the right to grant licences, rights-of-way or privileges to others on, over, under, through or across the Lands. Subject to the provisions of this Lease, CLOCA covenants and agrees that any rights-of- way or privileges granted under this reservation will not be detrimental to the Municipality's intended use of the Lands,will not damage or disrupt permanently the physical facilities of the Municipality, will not impose any cost upon the Municipality, and will not weaken, diminish or impair the security of this Lease. 2.02 Renewals: Subject to Section 2.03, CLOCA grants to the Municipality three five(5)year rights of renewal to be computed from the first day of January,2005,the first day of January 2010, and the first day of January 2015. Renewals after those set out in this section,will be the subject of negotiation between CLOCA and the Municipality at that time. 2.03 Exercising Renewal Rights: No notice shall be required in order for the Municipality to exercise its rights of renewal pursuant to Section 2.02 of this Lease. Provided there has been no Event of Default, this Lease shall be deemed to have been renewed for each applicable renewal portion of the Term unless the Term has been terminated in accordance with this Lease. 2.04 Rent: During the Term of this Lease, the Municipality shall pay to CLOCA a nominal amount of rent in the sum of($2.00) dollars annually. Receipt of the capitalized amount of the rent for the Term is hereby acknowledged by CLOCA. 2.05 Subletting: With the prior approval of CLOCA,in writing,the Municipality shall have the right to lease or to assign the Lease, or sub-lease of the Lands or to permit concessionaires thereon. 2.06 Utility Services: This Lease is subject to the right of CLOCA and any other person authorized by CLOCA to maintain and operate Utility Services installed on, over or across the Lands at the date of this Lease, and to the right of CLOCA to grant easements or licences, as the case may be, from time to time, during the Term for future utility services on, over or across the Lands. -6- ARTICLE 3 - COVENANTS, WARRANTIES & ACKNOWLEDGEMENTS OF THE MUNICIPALITY 3.01 Rent: The Municipality covenants to pay Rent in the amount of Two ($2.00)Dollars per annum on the day of commencement of this Lease and thereafter on each anniversary thereof during the Term. 3.02 Uses: (a) The Municipality at its cost shall prepare a Concept Plan for the use of the Forest Lands, Boat Ramp and Associated Lands. The Municipality will consult with CLOCA prior to the approval and implementation of the Concept Plan. The Concept Plan shall contain appropriate provisions for access to the Lands by members of the public for recreational purposes. (b) The parties acknowledge that Valleys 2000(Bowmanville)Inc. has prepared a Concept Plan for lands which include the Central Bowmanville Valley Lands. This Concept Plan has been approved by Council on February 21, 2000. CLOCA will co-operate with the Municipality and Valleys 2000(Bowmanville) Inc. in implementing the Concept Plan for the Central Bowmanville Valley Lands. 3.03 No Damage: The Municipality covenants and agrees that it shall not do, suffer nor permit to be done any act or thing which may impair, damage or injure the Lands beyond the damage that may be caused by reasonable use by the Municipality or members of the public of areas of the Lands for a boat ramp,parking lot and associated amenities as contemplated by Section 3.02. 3.04 Construction: The Municipality will not erect any new permanent buildings on the Lands without first obtaining the written consent of CLOCA, both as a location and type of building. 3.05 Watercourses and Fill: The Municipality covenants that it will not alter the course of any watercourse, or the natural topography of the Lands without first obtaining written consent of CLOCA. The Municipality further covenants not to place, or cause or permit to be placed, any fill, sand, gravel, detritus,waste or other materials on the Lands without the written consent of CLOCA. -7- 3.06 Public Use: The Municipality covenants that it will not interfere with the public use of the Lands during the Term provided that the Municipality may charge fees for the use of boat ramps, parking lots and/or facilities for cleaning fish and may appropriate the proceeds therefrom to its own use absolutely. 3.07 Maintenance: During the Term,the Municipality shall maintain the Lands to a reasonable standard having regard to the uses contemplated by Section 3.02. 3.08 Laws &Rules: The Municipality covenants and agrees to abide by all applicable Federal, Provincial, and/or Municipal or local Statutes,Regulations, and By-laws. 3.09 Utility Services: The Municipality shall not do anything,or cause or permit anything to be done,which will in any way interfere with the rights granted by CLOCA pursuant to Section 2.06. All such rights granted will be subject to this Lease, and any parties obtaining such rights will be required to obtain the Municipality's consent before exercising the rights. 3.10 Taxes: The Municipality shall pay all taxes levied against the Lands forthwith after they become due and payable. 3.11 Signs: It is understood and agreed that CLOCA's name and the Ministry of Natural Resources are to be suitably displayed on any signs erected in areas where CLOCA has contributed to the Municipality's land assembly programme. These names shall be displayed in a manner and size as agreed to by CLOCA and the Municipality. 3.12 CLOCA Projects: The Municipality acknowledges that CLOCA reserves the right to undertake projects for recreational or outdoor educational purposes at its own expense on the Lands, provided that these projects do not interfere with the Municipality's use of the Lands as contemplated by Section 3.02, or with any of the projects affected or proposed by the Municipality on the Lands. 3.13 Liability Insurance: The Municipality will obtain and at all time during the Term maintain comprehensive general liability insurance in the minimum amount of Five Million ($5,000,000.00) Dollars against claims for personal injury, death or damage to property arising out of any of the operations of the Municipality under this Lease, or of any of the acts or omissions of the Municipality. 3.14 Indemnity: At all times during the Term, the Municipality shall indemnify and save harmless CLOCA from any claims directly or indirectly related to the use of the Lands pursuant to this Lease. Without limitation,these claims include claims for property damage, -8- personal injury, death,negligence, or otherwise and include,without limitation, CLOCA's reasonable legal costs. ARTICLE 4- COVENANTS,WARRANTIES &ACKNOWLEDGEMENTS OF CLOCA 4.01 Quiet Enjoyment: Subject to the provisions of this Lease, CLOCA covenants and agrees that the Municipality shall have quiet possession of the Lands. 4.02 No Interference: CLOCA agrees that the Municipality shall have full and free access to any and every part of the Lands and hereby permits the Municipality to access the Lands . from other lands retained by CLOCA. 4.03 Linkage: CLOCA covenants that it will provide the Municipality with reasonable access to all portions of the Lands in the event that CLOCA undertakes a project on the Lands pursuant to the provisions of Section 5.05 of this Lease. 4.04 CLOCA's Jurisdiction Continues: The parties acknowledge that CLOCA has jurisdiction over all aspects of the watercourse channels, flood control and erosion control. CLOCA's cost regarding its ongoing control and jurisdiction shall be borne by CLOCA. CLOCA shall notify the Municipality, in writing, prior to undertaking any works on the Lands or on any portion thereof. ARTICLE 5-DEFAULT AND TERMINATION 5.01 Default: Upon the occurrence of an Event of Default, at the option of CLOCA,the Term shall be forfeited and terminate, and CLOCA may, without notice or any form of legal process whatsoever, forthwith re-enter upon the Lands and repossess and enjoy the same as of its former estate, anything contained in any statute or law to the contrary notwithstanding, and the provisions of Section 5.06 shall apply. 5.02 CLOCA's Performance: Nothing in this Lease shall operate to prevent CLOCA., in the circumstances of an Event of Default, from entering upon the Lands and performing the Municipality's obligations. This work shall be contemplated at the sole cost and expense of the Municipality, in addition, CLOCA may levy any charge as may then be applicable, in accordance with its policies, for administration and overhead. It is expressly understood and agreed that CLOCA is not under any obligation to perform any of the Municipality's covenants. -9- 5.03 Other Remedies: Forfeiture of this Lease by the Municipality shall be wholly without prejudice to the right of CLOCA to recover damages for any antecedent breach of covenant on the part of the Municipality. This clause, and the rights under it, shall survive the termination of this Lease whether by act of the parties or by operation of law. 5.04 Termination of Lease: Neither party to this Lease has the right to terminate this Lease unilaterally. The parties may, however,mutually agree in writing to terminate this Lease. 5.05 CLOCA Projects: Notwithstanding Section 2.01, should CLOCA adopt a project pursuant to the provisions of the Conservation Act, as a result of which it shall require possession of all or part of the Lands, then it is understood and agreed that, subject to Section 4.03, possession of all or part of the Lands shall be returned to CLOCA not earlier than twelve (12)months following the date of giving of written notice by CLOCA to the Municipality. In the event of such repossession by CLOCA, CLOCA agrees to reimburse the Municipality for the improvement to the Lands in an amount equal to one hundred(100%) percent of all capital costs less five (5%) depreciation for each full year of use by the Municipality from the date of construction. 5.06 Surrender: At the expiration or sooner determination of the Term of this Lease or any renewal period, the Municipality shall peaceably surrender and yield to CLOCA, the Lands, in a well-maintained, full operating condition with all related facilities in a good state or repair(reasonable wear and tear excepted). At the expiration of the Lease or any renewal period, CLOCA will have and enjoy absolute title to all of the Lands without compensation to the Municipality and free of any claim or encumbrance. ARTICLE 6-MISCELLANEOUS 6.01 Notice: Any notice to be given under this Lease shall be sufficiently given if delivered or sent by prepaid first class mail and addressed to CLOCA at: Central Lake Ontario Conservation Authority 100 Whiting Avenue Oshawa, Ontario L1H 3T3 Attention: Chief Administrative Officer or to the Municipality at: The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 Attention: Chief Administrative Officer -10- Receipt of notice shall be deemed on the date of delivery, or five(5)days following the date of mailing of the notice, whichever is applicable. Either party may change its address for notice by giving notice of change of address pursuant to this section. 6.02 Force Majeure/Time: Notwithstanding anything in this Lease, neither party shall be in default with respect to the performance of any of the terms of this Lease if any non- performance is due to any force majeure, strike, lock-out,,labour dispute, civil commotion, war or similar event, invasion, the exercise of military power, act of God, government regulations or controls, inability to obtain any material or service, or any cause beyond the reasonable control of the party (unless such lack of control results from a deficiency in financial resources). Otherwise, time shall be of the essence of this Lease and all the obligations contained herein. 6.03 Successors: The rights and liabilities of the parties shall enure to the benefit of and be binding upon the parties and their respective successors and approved assigns. 6.04 Entire Agreement: This Lease contains the entire agreement between the parties with respect to the Lease of the Lands and it is agreed that there is no covenant, promise, agreement, condition precedent or subsequent,warranty or representation or understanding, whether oral or written, other than as set forth in this Lease. This Lease fully replaces and supersedes any letter, letter of intent, or other contractual arrangement between the parties related to the Lands in existence at the time of execution and delivery of this Lease. 6.05 Partial Invalidity: If any article, section, subsection,paragraph,clause or subclause or any of the words contained in this Lease shall be held wholly or partially illegal, invalid or unenforceable by any court of competent jurisdiction,CLOCA and the Municipality agree that the remainder of the Lease shall not be affected by the judicial holding,but shall remain in full force and effect. The provisions of this Lease shall have effect,notwithstanding any statute to the contrary. 6.06 Relationship of Parties: Nothing in this Lease shall create any relationship between the parties other than that of landlord and tenant. It is specifically agreed that neither party is a partner,joint partner, agent or trustee of the other. 6.07 Waiver: No supplement, amendment or waiver of or under this Lease (excepting notice of change of address as contemplated in Section 6.01) shall be binding unless executed in writing by the party to be bound thereby and no waiver by a party of any provision of this Lease shall be deemed or shall constitute a waiver of any other provision or a continuing waiver unless otherwise expressly provided. -11- 16.08 Governing Law: This agreement shall be construed in accordance with and governed by the laws of the Province of Ontario. IN WITNESS WHEREOF the undersigned have affixed their corporate seals attested by the hands of their properly authorized officer. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Dia'A`e-Ham,re. Nfi7yor Clerk CENTRAL LAKE ONTARIO CONSERVATION AUTHORITY -,f:�/ �Z— ame: Title:: Rick Johnson Chairman e: Title: .R. Powell Chief Administrative Officer SCHEDULE "A" "Central Bowmanville Valley Lands" i SCHEDULE "B" "Forest Lands, Boat Ramp and Associated Lands" SCHEDULE "C" "Additional Lands" p N Z U � m LORWIINE CRT. W AYE. FIRST STREET SAUNDERS AVENUE ST1Po20CKAVE. ODELL ST. � DORIAND < 3 � COURT m STEVENS ROAD CONCESSION STREET WEST Li Ho �rF� W fv m LOWE STREET LOVER'S LANE uDERrr C� u ENO y ��i CARUSIE AVENUE A� Q o 0 °d STRIKE AVENUE � AICCPoAIAION ORES. � � z ,�"' � m � y O aa � JTRFfT �r4` G TREWRd WW CND U LAN S9 lJl'fLE AVENUE O Oil KI W 0p GATE 4 LAWRENCE CRESCE7yr 00 5Z'o Ham, ° DD b� F4�, 4PQ � mp DOREEN CRESCENT QUINN H N NE PARK LINE J) CIIRCLE G 'TTM9 g ROSER 'RES. SPRY AVENUE CENTRAL BOWMANVILLE VALLEY LANDS S STREET 2 W BASEUNE ROAD FAST Zp U N 2 a i VN � FREEWAY Hl WAY 401 0 U f ` o a £ t �} d 1 � z r S N EAST BEACH ROAD Q b2 L4KE ONTARIO BOWMANVILLE HARBOUR CONSERVATION AREA Gi777� FOREST LANDS, BOAT RAMP AND ASSOCIATED LANDS THIS LEASE made in duplicate as of the 1 st day of January, 2000,in pursuant of the Short Form of Leases Act: BETWEEN: CENTRAL LAKE ONTARIO CONSERVATION AUTHORITY (hereinafter referred to as "CLOCA") as Landlord - and- THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter referred to as the"Municipality") as Tenant WHEREAS: A. CLOCA is the owner of certain lands comprising approximately 6.7 hectares comprising part of Lot 13, Concession 1 in the former Town of Bowmanville now in the Municipality of Clarington shown on the map contained in Schedule"A"hereto ("Central Bowmanville Valley Lands"). B. CLOCA is also the owner of certain lands comprising approximately 10.5 hectares in Part Lot 10, Broken Front Concession in the former Town of Bowmanville now in the Municipality shown on the map contained in Schedule`B"("Forest Lands,Boat Ramp and Associated Lands"). C. CLOCA has deemed the Central Bowmanville Valley Lands and the Forest Lands, Boat Ramp and Associated lands to be secondary to its requirements to perform its statutory mandate and has agreed to lease the Lands (collectively referred to as the "Lands") to the Municipality on the terms and conditions set out below; D. The Forest Lands, Boat Ramp and Associated Lands are subject to an easement vested in Ontario Hydro Networks Inc. retains a perpetual easement ("Easement") in the Forest Lands, the Boat Ramp and Associated Lands for the purposes of constructing, repairing, maintaining and reconstructing thereon an electricity transmission line. The Easement is described in Instrument No. 97161 registered against the title to part of the Forest,Boat Ramp and Associated Lands in the Land Registry Office for the Land Registry Division of Durham(No. 44); -2- E. CLOCA has agreed to lease to the Municipality the Central Bowmanville Valley Lands and the Forest Lands,Boat Ramp and Associated Lands, in order to develop a recreational trail system, parkland and appropriate facilities and amenities on the Lands in accordance with the terms of the Lease; F. The parties have agreed that if the Municipality decides to lease additional lands from time to time from CLOCA they will be subject to the terms of this Lease. A description of such lands being added to this Lease by amendments to this Lease ("Additional Lands") are described in Schedule"C"hereto; and G. The execution of this LEASE on behalf of the Municipality is authorized by By-law No. 99- 183 passed by the Municipality's Council on December 13, 1999. THIS LEASE WITNESSES THAT in consideration of the rents, covenants and agreements reserved and contained on the part of CLOCA and the Municipality, and the payment of TWO ($2.00) DOLLARS by each party to the other (the receipt and sufficiency of which is acknowledged by each of them), CLOCA demises and leases the Lands to the Municipality subject to the terms and conditions set out below. ARTICLE 1 - INTERPRETATION 1.01 Definitions: Wherever a term set out below appears in the text of this Lease in capital letters, the term shall have the meaning set out for it in this Section 1.01. Wherever a term below appears in the text of this Lease in regular case, it shall be deemed to have the meaning ordinarily attributed to it in the English language. For the purposes of this Lease, the term (a) "Additional Lands"has the meaning assigned to it in Recital F of this Lease; (b) "Municipality" means The Corporation of the Municipality of Clarington and includes its successors, and where the context allows,its employees, contractors, and agents; (c) "CLOCA" means The Central Lake Ontario Conservation Authority, and its successors and, where the context allows, its employees, contractors and agents; (d) "Ontario Hydro" means Ontario Hydro Networks Inc. and its successors and assigns, and where the context allows, its employees, contractors and agents; -3- (e) "Event of Default"means either one of the following two circumstances: (i) The Municipality is in default of any of its covenants or agreements pursuant to this Lease and the default continues for a period of thirty (30) days (or such longer period as may be reasonably necessary to cure the default considering its nature)after notice by CLOCA to the Municipality specifying with reasonable particularity the nature of the default and requiring it to be remedied. (ii) In the circumstances where the default set out in the notice given to the Municipality by CLOCA pursuant to (i) above reasonably requires more time to cure than the time period referred to in the notice, but the Municipality has not commenced remedying the default; or, in the sole opinion of CLOCA, has failed to diligently complete within a reasonable time; (f) "Easement"has the meaning assigned to it in Recital"D"of this Lease; (g) "Lands"has the meaning assigned to it in Recital"C"of this Lease and includes the Additional Lands; (h) "Lease"means this lease agreement,including its recitals and schedules,which form an integral part of it, as it may be amended from time to time; (i) "Taxes" means all taxes, rates, local improvement rates, impost charges, duties, assessments or.levies which may be levied, rated, charged or assessed against any form of property,regardless of whom is responsible for payment,whether imposed by Federal,Provincial(including the Municipality, school board,utility commission or other authority, and whether now or in the future in existence with respect to the Lands. Without limitation,this includes any other taxes,rates, duties, assessments, fees or levies which may be imposed on CLOCA or the Municipality or anyone else on account or in lieu of taxes,whether or not they are secured against property, or of a nature similar to those taxes, and whether recurring annually, or at other intervals, or on a special or single instance basis only; (j) "Term"means the time period during which this Lease is operational, as set out in Article 2.01. Term includes the current portion of the Term and any future renewals; and -4- (k) "Utility Services"means sewage,water, electricity, telephone and cable television services. 1.02 Legislation, By-laws: Each reference to Provincial legislation in this Lease, unless otherwise specified, is a reference to the Revised Statutes of Ontario, 1990 edition, and, in every case, includes all applicable amendments to the legislation, including successor legislation. Each reference to a By-law in this Lease,.unless otherwise specified, is a reference to a By-law of the Municipality, and, in every case, includes all applicable amendments to the By-law, including successor by-laws. 1.03 Construing this Lease: The captions, article and section names and numbers appearing in the Lease are for convenience of reference only and in no way define, limit or describe the scope or intent of any portion of this Lease and have no effect on its interpretation. All provisions of this Lease creating obligations on either CLOCA or the Municipality shall be deemed to be and shall be construed as covenants. This Lease shall be read with all changes of gender or number required by the context. 1.04 Reasonableness: Wherever any consent, agreement or approval of the Municipality or CLOCA is required under the terms of this Lease, then unless otherwise specifically mentioned, the party will do so reasonably. 1.05 Differences of Opinion: All matters of difference arising between CLOCA and the Municipality in any matter connected with or arising out of this Lease, whether to interpretation or otherwise, shall be referred to a single arbitrator, if the parties agree upon its identity. Should the parties be unable to agree upon the identity of an arbitrator,then the matter shall be referred to a single arbitrator, to.be appointed by a Justice of the Ontario Superior Court of Justice. The arbitrator shall conduct this arbitration pursuant to the Arbitration Act, 1991, and every award or determination shall be final and binding on the parties and their successors and assigns, and shall not be subject to appeal. The arbitrator shall be allowed unfettered and unlimited discretion to determine in each and every case the solution which best balances the competing interests of the parties to the arbitration in accordance with this Lease, and he shall not be bound by any legal precedent in such determination. The arbitrator shall not be bound by the provisions of the Arbitration Act, 1991 in respect of its fees. The arbitrator shall be entitled to award all or part of his fees against any party in accordance with the principles which govern an award of costs against a non-successful party in a contested matter before the Ontario Superior Court of Justice. In the absence of such an award by the arbitrator,the arbitrator's costs shall be borne equally by both parties,without regard to their involvement in the arbitration. =5- ARTICLE 2 -DEMISE, TERM AND RENTAL 2.01 Demise (with Reservation): CLOCA leases to the Municipality and the Municipality leases from CLOCA the Lands on the terms and conditions set out in this Lease for a term of five (5) years, to be computed from the 1st day of January 2000, subject to termination and renewal as provided in this Lease. CLOCA, however, reserves the right to grant licences, rights-of-way or privileges to others on, over,under,through or across the Lands. Subject to the provisions of this Lease, CLOCA covenants and agrees that any rights-of- way or privileges granted under this reservation will not be detrimental to the Municipality's intended use of the Lands,will not damage or disrupt permanently the physical facilities of the Municipality, will not impose any cost upon the Municipality, and will not weaken, diminish or impair the security of this Lease. 2.02 Renewals: Subject to Section 2.03, CLOCA grants to the Municipality three five(5)year rights of renewal to be computed from the first day of January, 2005,the first day of January 2010, and the first day of January 2015. Renewals after those set out in this section,will be the subject of negotiation between CLOCA and the Municipality at that time. 2.03 Exercising Renewal Rights: No notice shall be required in order for the Municipality to exercise its rights of renewal pursuant to Section 2.02 of this Lease. Provided there has been no Event of Default,this Lease shall be deemed to have been renewed for each applicable renewal portion of the Term unless the Term has been terminated in accordance with this Lease. 2.04 Rent: During the Term of this Lease, the Municipality shall pay to CLOCA a nominal amount of rent in the sum of($2.00) dollars annually. Receipt of the capitalized amount of the rent for the Term is hereby acknowledged by CLOCA. 2.05 Subletting: With the prior approval of CLOCA,in writing,the Municipality shall have the right to lease or to assign the Lease, or sub-lease of the Lands or to permit concessionaires thereon. 2.06 Utility Services: This Lease is subject to the right of CLOCA and any other person authorized by CLOCA to maintain and operate Utility Services installed on, over or across the Lands at the date of this Lease, and to the right of CLOCA to grant easements or licences, as the case may be, from time to time, during the Term for future utility services on, over or across the Lands. -6- ARTICLE 3 - COVENANTS, WARRANTIES & ACKNOWLEDGEMENTS OF THE MUNICIPALITY 3.01 Rent: The Municipality covenants to pay Rent in the amount of Two ($2.00)Dollars per annum on the day of commencement of this Lease and thereafter on each anniversary thereof during the Term. 3.02 Uses: (a) The Municipality at its cost shall prepare a Concept Plan for the use of the Forest Lands,Boat Ramp and Associated Lands. The Municipality will consult with CLOCA prior to the approval and implementation of the Concept Plan. The Concept Plan shall contain appropriate provisions for access to the Lands by members of the public for recreational purposes. (b) The parties acknowledge that Valleys 2000(Bowmanville)Inc. has prepared a Concept Plan for lands which include the Central Bowmanville Valley Lands. This Concept Plan has been approved by Council on February 21, 2000. CLOCA will co-operate with the Municipality and Valleys 2000 (Bowmanville) Inc. in implementing the Concept Plan for the Central Bowmanville Valley Lands. 3.03 No Damage: The Municipality covenants and agrees that it shall not do, suffer nor permit to be done any act or thing which may impair, damage or injure the Lands beyond the damage that may be caused by reasonable use by the Municipality or members of the public of areas of the Lands for a boat ramp,parking lot and associated amenities as contemplated by Section 3.02. 3.04 Construction: The Municipality will not erect any new permanent buildings on the Lands without first obtaining the written consent of CLOCA, both as a location and type of building. 3.05 Watercourses and Fill: The Municipality covenants that it will not alter the course of any watercourse, or the natural topography of the Lands without first obtaining written consent of CLOCA. The Municipality further covenants not to place, or cause or permit to be placed, any fill, sand, gravel, detritus,waste or other materials on the Lands without the written consent of CLOCA. -7- 3.06 Public Use: The Municipality covenants that it will not interfere with the public use of the Lands during the Term provided that the Municipality may charge fees for the use of boat ramps, parking lots and/or facilities for cleaning fish and may appropriate the proceeds therefrom to its own use absolutely. 3.07 Maintenance: During the Term,the Municipality shall maintain the Lands to a reasonable standard having regard to the uses contemplated by Section 3.02. 3.08 Laws &Rules: The Municipality covenants and agrees to abide by all applicable Federal, Provincial, and/or Municipal or local Statutes, Regulations, and By-laws. 3.09 Utility Services: The Municipality shall not do anything,or cause or permit anything to be done,which will in any way interfere with the rights granted by CLOCA pursuant to Section 2.06. All such rights granted will be subject to this Lease, and any parties obtaining such rights will be required to obtain the Municipality's consent before exercising the rights. 3.10 Taxes: The Municipality shall pay all taxes levied against the Lands forthwith after they become due and payable. 3.11 Signs: It is understood and agreed that CLOCA's name and the Ministry of Natural Resources are to be suitably displayed on any signs erected in areas where CLOCA has contributed to the Municipality's land assembly programme. These names shall be displayed in a manner and size as agreed to by CLOCA and the Municipality. 3.12 CLOCA Projects: The Municipality acknowledges that CLOCA reserves the right to undertake projects for recreational or outdoor educational purposes at its own expense on the Lands, provided that these projects do not interfere with the Municipality's use of the Lands as contemplated by Section 3.02, or with any of the projects affected or proposed by the Municipality on the Lands. 3.13 Liability Insurance: The Municipality will obtain and at all time during the Term maintain comprehensive general liability insurance in the minimum amount of Five Million ($5,000,000.00) Dollars against claims for personal injury, death or damage to property arising out of any of the operations of the Municipality under this Lease, or of any of the acts or omissions of the Municipality. 3.14 Indemni : At all times during the Term, the Municipality shall indemnify and save harmless CLOCA from any claims directly or indirectly related to the use of the Lands pursuant to this Lease. Without limitation,these claims include claims for property damage, -s- personal injury, death,negligence, or otherwise and include,without limitation, CLOCA's reasonable legal costs. ARTICLE 4 - COVENANTS,WARRANTIES & ACKNOWLEDGEMENTS OF CLOCA 4.01 Quiet Enjoyment: Subject to the provisions of this Lease, CLOCA covenants and agrees that the Municipality shall have quiet possession of the Lands. 4.02 No Interference: CLOCA agrees that the Municipality shall have full and free access to any and every part of the Lands and hereby permits the Municipality to access the Lands from other lands retained by CLOCA. 4.03 Linkage: CLOCA covenants that it will provide the Municipality with reasonable access to all portions of the Lands in the event that CLOCA undertakes a project on the Lands pursuant to the provisions of Section 5.05 of this Lease. 4.04 CLOCA's Jurisdiction Continues: The parties acknowledge that CLOCA has jurisdiction over all aspects of the watercourse channels, flood control and erosion control. CLOCA's cost regarding its ongoing control and jurisdiction shall be borne by CLOCA. CLOCA shall notify the Municipality, in writing, prior to undertaking any works on the Lands or on any portion thereof. ARTICLE 5 -DEFAULT AND TERMINATION 5.01 Default: Upon the occurrence of an Event of Default, at the option of CLOCA,the Term shall be forfeited and terminate, and CLOCA may, without notice or any form of legal process whatsoever, forthwith re-enter upon the Lands and repossess and enjoy the same as of its former estate, anything contained in any statute or law to the contrary notwithstanding, and the provisions of Section 5.06 shall apply. 5.02 CLOCA's Performance: Nothing in this Lease shall operate to prevent CLOCA., in the circumstances of an Event of Default, from entering upon the Lands and performing the Municipality's obligations. This work shall be contemplated at the sole cost and expense of the Municipality, in addition, CLOCA may levy any charge as may then be applicable, in accordance with its policies, for administration and overhead. It is expressly understood and agreed that CLOCA is not under any obligation to perform any of the Municipality's covenants. -9- 5.03 Other Remedies: Forfeiture of this Lease by the Municipality shall be wholly without prejudice to the right of CLOCA to recover damages for any antecedent breach of covenant on the part of the Municipality. This clause, and the rights under it, shall survive the termination of this Lease whether by act of the parties or by operation of law. 5.04 Termination of Lease: Neither party to this Lease has the right to terminate this Lease unilaterally. The parties may,however,mutually agree in writing to terminate this Lease. 5.05 CLOCA Projects: Notwithstanding Section 2.01, should CLOCA adopt a project pursuant to the provisions of the Conservation Act, as a result of which it shall require possession of all or part of the Lands, then it is understood and agreed that, subject to Section 4.03, possession of all or part of the Lands shall be returned to CLOCA not earlier than twelve (12)months following the date of giving of written notice by CLOCA to the Municipality. In the event of such repossession by CLOCA, CLOCA agrees to reimburse the Municipality for the improvement to the Lands in an amount equal to one hundred(100%) percent of all capital costs less five (5%) depreciation for each full year of use by the Municipality from the date of construction. 5.06 Surrender: At the expiration or sooner determination of the Term of this Lease or any renewal period, the Municipality shall peaceably surrender and yield to CLOCA, the Lands, in a well-maintained, full operating condition with all related facilities in a good state or repair(reasonable wear and tear excepted). At the expiration of the Lease or any renewal period,CLOCA will have and enjoy absolute title to all of the Lands without compensation to the Municipality and free of any claim or encumbrance. ARTICLE 6-MISCELLANEOUS 6.01 Notice: Any notice to be given under this Lease shall be sufficiently given if delivered or sent by prepaid first class mail and addressed to CLOCA at: Central Lake Ontario Conservation Authority 100 Whiting Avenue Oshawa, Ontario L1H 3T3 Attention: Chief Administrative Officer or to the Municipality at: The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 ' Attention: Chief Administrative Officer -10- Receipt of notice shall be deemed on the date of delivery, or five(5)days following the date of mailing of the notice, whichever is applicable. Either party may change its address for notice by giving notice of change of address pursuant to this section. 6.02 Force Majeure/Time: Notwithstanding anything in this Lease, neither party shall be in default with respect to the performance of any of the terms of this Lease if any non- performance is due to any force majeure, strike, lock-out,,labour dispute, civil commotion, war or similar event, invasion, the exercise of military power, act of God, government regulations or controls, inability to obtain any material or service, or any cause beyond the reasonable control of the party (unless such lack of control results from a deficiency in financial resources). Otherwise, time shall be of the essence of this Lease and all the obligations contained herein. 6.03 Successors: The rights and liabilities of the parties shall enure to the benefit of and be binding upon the parties and their respective successors and approved assigns. 6.04 Entire Agreement: This Lease contains the entire agreement between the parties with respect to the Lease of the Lands and it is agreed that there is no covenant, promise, agreement,condition precedent or subsequent,warranty or representation or understanding, whether oral or written, other than as set forth in this Lease. This Lease fully replaces and supersedes any letter, letter of intent, or other contractual arrangement between the parties related to the Lands in existence at the time of execution and delivery of this Lease. 6.05 Partial Invalidity: If any article, section, subsection,paragraph, clause or subclause or any of the words contained in this Lease shall be held wholly or partially illegal, invalid or unenforceable by any court of competent jurisdiction, CLOCA and the Municipality agree that the remainder of the Lease shall not be affected by the judicial holding,but shall remain in full force and effect. The provisions of this Lease shall have effect,notwithstanding any statute to the contrary. 6.06 Relationship of Parties: Nothing in this Lease shall create any relationship between the parties other than that of landlord and tenant. It is specifically agreed that neither party is a partner,joint partner, agent or trustee of the other. 6.07 Waiver: No supplement, amendment or waiver of or under this Lease (excepting notice of change of address as contemplated in Section 6.01) shall be binding unless executed in writing by the party to be bound thereby and no waiver by a party of any provision of this Lease shall be deemed or shall constitute a waiver of any other provision or a continuing waiver unless otherwise expressly provided. -11- 16.08 Governing Law: This agreement shall be construed in accordance with and governed by the laws of the Province of Ontario. IN WITNESS WHEREOF the undersigned have affixed their corporate seals attested by the hands of their properly authorized officer. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Diane H Mayor P Clerk CENTRAL LAKE ONTARIO CONSERVATION AUTHORITY y-, �,/k1Z—— -- 61ame: Title: Rick Johnson Chairman pcs'-�� VNe: Title:]�'Q owell Chief Administrative Officer SCHEDULE "A" "Central Bowmanville Valley Lands" SCHEDULE "B" "Forest Lands,Boat Ramp and Associated Lands" SCHEDULE "C" "Additional Lands" i5 m � LORRAME CRT. W REP)ER AYE. FRST STREET SAUNDERS AVENUE STURROCKAVE. y 3 ODELL ST. � BORLAND COURT Y K m CONCESSION STREET WEST STEVENS ROAD h LOWE STREET LOVER'S LANE N SST N LVD. z u YG CARLISLE AVENUE Si °HGR�y Oh I k Q o °z °d STRNCE AVENUE EY a MCCRIMMON CRES. o o TREWIN CHU 0 LANES,` LITTLE AVENUE O �+ KI tAwPdcE IA,h S LAWRENCE ORESCEm v 5�'o NOo QU 0 EN-7 3 or CRESCENT QUINN R �� O b Ne w o � NE `( W v PARK LANE N" yo Q a J, � CIIRCLE G s ROSER CRES. SPRY AVENUE ® CENTRAL BOWMANVILLE VALLEY LANDS STREET W BASEll11F ROAD FAST W � U Z d g f/t � r,// FREEWAY Hl WAY 40, TTI In Y 0 �E Cr °a a 1 z F Y' t �r N .,' EAST 8 ROAD Q L4 V.E ONTAR/O BOWMANVILLE HARBOUR CONSERVATION AREA FOREST LANDS, BOAT RAMP AND ASSOCIATED LANDS • (Leading the Way December 10, 2002 Mr. Dan White Director of Corporate Services Central Lake Ontario Conservation 100 Whiting Avenue Oshawa, Ontario L1 H 3T3 Dear Mr. White: RE: LEASE AGREEMENT - BOWMANVILLE HARBOUR Please find attached a copy of the Certificate of Insurance for the term July 1, 2002 to July 1, 2003. 1 apologize for any inconvenience this may have caused. Yours t ly, Heather Keyzers, A.M.C.T. Confidential Secretary to the Clerk CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET, BOWMANVILLE, ONTARIO L1C 3A6 T (905) 623-3379 Canada's Insurance & Risk Specialists COWAN"' E CERTIFICATE OF INSURANCE Public ntity TO: Central Lake Ontario Conservation Authority RE: Land Lease Agreement Dated January 1, 2000 INSURANCE AS DESCRIBED HEREIN HAS BEEN ARRANGED ON BEHALF OF THE INSURED NAMED HEREIN UNDER THE FOLLOWING POLICY(IES); AND AS MORE FULLY DESCRIBED IN SAID POLICY(IES), AND ANY ENDORSEMENTS ATTACHED THERETO. INSURED: Corporation of the Municipality of Clarington and/or Clarington Public Library Board INSURER TYPE OF POLICY POLICY NO. TERM EFFECTIVE EXPIRY LIMITS OF LIABILITY DATE DATE Subscription Policy COMPREHENSIVE CP 98941 July 1, 2002 July 1,2003 $15,000,000. Inclusive bodily GENERAL LIABILITY injury and property damage AUTOMOBILE $ . Inclusive bodily injury and property damage OTHER INSURANCE $ Inclusive bodily injury and property damage Only with respect to the above and arising out of the Named Insureds operations is the following ADDITIONAL INSURED: name added to the policy as an additional Insured. The addition of such Insured shall not increase the Limits of Liability as shown above. Central Lake Ontario Conservation Authority ADDITIONAL COVERAGE: Blanket Contractual/Tenants' Legal Liability/Cross Liability This Certificate is only a summary of the insurance provided under the Master Policy(ies)and constitutes a statement of the facts as of the date of issuance and are so represented only to the addrejNff COWA COMPANY IMITED DATE: July 18, 2002 SIGNATURE: 0 certrf.ins./12/96 52350gf '021)EC0ftVWh4hVrnue Central Oshawa,Ontario L1 H 3T3 Lake Ontario Tel:(905)579-0411 Fax:(905)579-0994 Conservation Web:www.cloca.com Email: mail @cloca.com December 4, 2002 Ms. P.L. Barrie, Municipal Clerk Municipality of Clarington 40 Temperance Street Bowmanville, ON L1C 3A6 Subkect: Lease Agreement—Bowmanville Harbour Dear Ms. Barrier According to our records, the Certificate of Insurance for the current year of the lease agreement has never been received. Kindly check your records and forward a copy for our files as soon as possible Should you have any questions, please contact the undersigned. Yours truly, Dan White, Director of Corporate Services DW/ms Odan/land/Bowmanville Valley/Barrie.MofC.Dec.4.02 What we do on the land is mirrored in the water l 1heS[Fhuj No. 01—A-38 CERTIFICATE OF INSURANCE ADDRESSEE: Central Lake Ontario Conservation Authority 100 Whiting Avenue Oshawa, ON L1 H 3T3 NAME AND ADDRESS OF THE INSURED: Municipality of Clarington and Durham Municipal Insurance Pool RE: Land Lease Agreement Dated January 1, 2000 INSURANCE: Insurer Coverage Policy Expiry Limit of Liability Number Date St. Paul Fire&Marine General Liability Protection PS00880024 July 1,2002 $5,000,000 Insurance Company Combined Single Limit St. Paul Fire&Marine Automobile PS00880024 July 1,2002 N/A Insurance Company St. Paul Fire& Marine Property PS00880024 July 1, 2002 N/A Insurance Company St. Paul Fire&Marine N/A PS00880024 July 1, 2002 N/A Insurance Company DESCRIPTION OF OPERATIONS: Central Lake Ontario Conservation Authority is added to the policy as Additional Insured but only with respect to claims arising out of the lease agreement with respect to the lands located in Clarington and outlined in the agreement. This is to confirm to the addressee that the above noted policies are presently in force. Nevertheless, this confirmation is only given as information and does not confer or grant to the addressee the title of additional Insured, unless stated otherwise and signed below by our Authorised Representative. Insurance and Risk Management Advisor June 27, 2001 Authorised Repre tative Title Date JUl_ 33 2001