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HomeMy WebLinkAbout2002-025 '1 . !' .~ . THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON .. BY-LAW 2002-025 Being a By-law to authorize the execution of a lease Amending Agreement between the Corporation of the Municipality of Clarington and Canadian Waste Services Inc. in respect to the Clarington Waste Transfer Station. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOllOWS: 1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the Corporation of the Municipality of Clarington with the Corporation Seal, a lease Amending Agreement between Canadian Waste Services Inc., and said Corporation; and 2. THAT this agreement attached hereto as Schedule "B" form part of this By-law. By-law read a first and second time this 25ttfay of February ,2002. 25th February By-law read a third time and finally passed this day of , 2002. .- .-. . , .. THIS LEASE AMENDING AGREEMENT made as of the 25th day of February 2002. BET WEE N: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter called the "Landlord") OF THE FIRST PART - and- CANADIAN WASTE SERVICES INC. (hereinafter called the "Tenant") OF THE SECOND PART WHEREAS: A. By lease dated January 2, 1998 (the "Lease"), the Landlord leased the Premises described in Schedule "A" to the Lease to the Tenant subject to the "Easement", described in paragraph 3 of the Lease. B. The Landlord and the Tenant have agreed to extend the term of the Lease and to amend certain other provisions of the Lease respecting the payment by the Tenant to the Landlord of the royalty provided for in paragraph 36 of the Lease as set out in this Lease Amending Agreement. C. This Lease Amending Agreement was approved by the Landlord's Council's approval of the recommendations contained in Report #OPD-002-02 at its meeting on February 25, 2002. D. The execution of this Lease Amending Agreement by the Mayor and Municipal Clerk of the Landlord on behalf of the Landlord is authorized by By-law No. 2002-025 passed by the Landlord's Council on February 25, 2002. 2 NOW THEREFORE THIS LEASE AMENDING AGREEMENT WITNESSES that in consideration of the covenants and agreements which are hereinafter set out, and the payment of Two ($2.00) Dollars by each of the Parties to the other (the receipt whereof is hereby acknowledged by each of them), the Parties covenant and agree as follows: 1. Paragraph l(a) of the Lease is amended by adding the following new definitions: "Associated Corporation has the same meaning as is attributed to the term in the Income Tax Act, R.S.C. 1985, 5th Supp., as amended or replaced from time to time. Dav to Vacate has the meaning attributed to the term in paragraph 7(b) of the Lease added to it by paragraph 3 of this Lease Amending Agreement. Other Clarin2ton Transfer Station means one or more Transfer Stations located in Clarington on lands other than the Premises as defined in the Lease which are owned or operated either by the Tenant or by an Associated Corporation to the Tenant." 2. Paragraph 2(a) of the Lease is amended to read as follows: "2(a) The Tenant shall have and hold the Premises as Tenant for a term of six (6) years commencing on January 2, 1998 and ending January 1, 2004 (the "Term")." 3. Paragraph 7 of the Lease is renumbered as paragraph 7(a) and a new paragraph 7(b) is added as follows: "7(b) If the Tenant gives the Landlord thirty (30) days notice in writing that it will vacate the Premises on the day specified in the notice ("Day to Vacate") which Day to Vacate shall not be earlier than January 2,2003, the Tenant's obligation to pay Basic Rent to the Landlord shall end on the Day to Vacate. If an installment of Basic Rent has been paid by the Tenant to the Landlord for the year which includes the Day to Vacate, the Basic Rent shall be prorated for that year on a daily basis and the Landlord shall forthwith refund to the Tenant the amount of the installment of Basic Rent that is referable to the unexpired portion of the Term. Ifthe Day to Vacate is January 2,2003, the Tenant shall not be required to pay the installment of Basic Rent to the Landlord which otherwise would be due and payable on January 2,2003. On the Day to Vacate, the Lease shall be deemed to terminate except as provided in paragraph 36( c) of the Lease as added by paragraph 5 of this Lease Amending Agreement." 4. Paragraph 34(a), (b) and (c) and paragraph 38 of the Lease are amended by (1) adding after the words "Transfer Station" wherever they occur, the words "located on the Premises or on an Other Clarington Transfer Station." 5. Paragraph 36 of the Lease is amended by renumbering it as paragraph 36(a) and by adding new paragraphs 36(b) and 36(c) as follows: 3 "36(b) Without derogating from the provisions of paragraph 36(a), the Tenant shall pay a royalty to the Landlord in an amount calculated at the rate of Two ($2.00) Dollars per tonne on the weight of all Non-hazardous Solid Industrial, Commercial and Institutional Waste, and all residential waste collected beyond the boundaries of the Municipality of Clarington which is delivered to an Other Clarington Transfer Station, as shown on the Truck Weigh Scale Manifests referred to in paragraph 34(a). 36(c) Paragraph 34(a), (b) and (c), 36(b), 38 and 41 of the Lease as amended by this Lease Amending Agreement are intended by the Parties and shall be deemed to survive the termination of this Lease and to be enforceable by each Party against the other Party. 6. A new paragraph 36A is added to the Lease immediately following paragraph 36(c) as follows: "36A Termination or Reduction of Rovaltv If at any time hereafter (i) a Transfer Station is owned or operated within Clarington by any person other than the Tenant or an Associated Corporation, (ii) the Transfer Station accepts any Non-hazardous Solid Industrial, Commercial and Institutional Waste, and (iii) in relation to such waste, the Landlord receives a royalty which is less than the royalty payable under this Lease, or receives no royalty at all, then, effective thereupon, the royalty under this Lease will be reduced, or eliminated, accordingly. For the purpose of clarity, in this paragraph 36A, the term "royalty" does not include a payment to the Landlord by a person other than the Tenant pursuant to a lease of or operating agreement respecting the use of the Premises or any portion thereof, which the parties thereto in good faith describe as rent payable thereunder. For greater certainty, the provisions of this paragraph 36A will survive the termination of this Lease." 7. Paragraph 51 of the Lease is amended by deleting the word "Municipality" from the third line, and the word "Owner" from the last line, and by replacing the word "Municipality" with the word "Landlord" and the word "Owner" with the word "Tenant". 8. The Tenant acknowledges and agrees that the Landlord has authority to enter into this Lease Amending Agreement, that every provision thereof is authorized by the law and is fully enforceable by the Parties, and that this Lease Amending Agreement is made by the Landlord in reliance on the acknowledgement and agreement of the Tenant as aforesaid. 9. The provisions of the Lease as amended by this Lease Amending Agreement are confirmed in all respects and time shall continue to be of their essence. 4 10. This Lease Amending Agreement shall enure to the benefit of and be binding upon the Parties hereto, their successors and assigns. 5 IN WITNESS THEREOF the Parties have duly executed and unconditionally delivered this Lease Amending Agreement as of the date first above written. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON CANADIAN WASTE SERVICES INC. ~----- By: I~ef\;s ~c-(..d€:t--- Name: Title: ~\~ISiC>r1Q_\ - Vlc.e.-~{e<;,.;~+ By: Name: Title: :--::-::-~_.