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PER DIEM LICENCE AGREEMENT L- THIS AGREEMENT made in sextuplicate as of the 20th day of October, 2004 BETWEEN: CORPORATION OF THE MUNICIPALITY OF CLARINGTON (herein called the "Licensor") - and - HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE CHAIR OF THE MANAGEMENT BOARD OF CABINET (herein called the "Licensee") DEFINITIONS In this Agreement and in the schedules to this Agreement, the following words or phrases have the following meanings: "Agreement" means this agreement and all the terms, covenants and conditions set out herein, as amended from time to time in accordance with Section 6.14 of this Agreement. "Architect" means the independent, arm's length architect, surveyor or professional civil engineer, from time to time named by the Licensor. "Authority" means any governmental authority, quasi-governmental authority, agency, body or department whether federal, provincial or municipal, having or claiming jurisdiction over the Premises or the Building, or the use thereof. "Building" means the building having the municipal address of 132 Church Street, Bowmanville, Ontario erected on the Lands, from and including the lowest floor or level of the Building to and including the roof of the Building, the Common Areas and Facilities, the Parking Areas and the areas and facilities exclusively servi~g the Building, which areas and facilities may include, without limitation, lobbies, foyers and vestibules, sidewalks, storage and mechanical areas, Mechanical and Electrical Services, janitor rooms, mail rooms, telephone rooms, rooms for the Mechanical and Electrical Services, stairways, escalators, elevators, truck and receiving areas, driveways, loading docks and corridors. "Business Day" means any day which is normally considered a regular day of business for most government offices for the Province of Ontario. "Commencement Date" means the date set out in Article 2 of this Agreement for the beginning of the Term. "Common Areas and Facilities" means those areas, facilities, utilities, improvements, equipment and installations in the Building which are not leased to tenants of the Building, and which serve or are for the benefit of the Building and are located within the Building or on the Lands, including all areas, facilities, utilities, improvements, equipment and installations which are provided by the Licensor for the use or benefit of all the tenants, their employees, customers and other invitees in common with others entitled to the use and benefit thereof in the manner and for the purposes permitted by this Agreement. "Contemplated Use" means the use set out in Section 4.7 of this Agreement. . . "Environmental Contaminants" means the Environmental Contaminants described in Section 5.14 of this Agreement. "Improvements" means all items generally considered as leasehold improvements inc~uding, without limitation, all installations, alterations, and additions from time to time made, erected or mstalled III the Premises by or on behalf of the Licensee, or any previous occupant of the Premises. "Lands" means the lands underneath or directly adjacent to the Building as more particularly described in Schedule "A" attached hereto. "Licensor" means the Licensor and its duly authorized representatives. "Licensee" means, where the context allows, the servants, employees, agents, invitees and licensees of the Licensee, and any other governmental agency, ministry, corporation or department over whom the Licensee may reasonably be expected to exercise control. It is understood and agreed that the Chair of the Management Board of Cabinet by his/her representative is the only person entitled to bind the Licensee contractually. "Mechanical and Electrical Services" include, but are not limited to, all mechanical, electrical, drainage, lighting, incinerating, ventilation, air-conditioning, elevating, heating, pumping, sprinkling, alarm, plumbing and other mechanical and electrical systems installed in or used in the operation of the Building and the Lands. "Parking Areas" means the improvements constructed from time to time, in or as part of the Building and the Lands for use as parking facilities for the tenants of the Building and their employees, servants and invitees, and the areas and facilities that are appurtenant solely to those improvements. The Licensor shall designate the minimum number of the parking spaces comprising the Parking Areas prescribed by the relevant Authority for the sole and exclusive use of the disabled. "Person", ifthe context allows, includes any person, firm, partnership or corporation, or any group of persons, firms, partnerships or corporations or any combination thereof. "Premises" means the premises being approximately 4,127 square feet occupying the second floor only, and all space on that floor excluding the former "Courtroom 2' '. The location of the Premises is outlined on the plan attached hereto as Schedule "B". "Rent" means the rent payable by the Licensee to the Licensor pursuant to Article 3 of this Agreement. "Structure" means the foundation, roof (including the roof membrane), exterior wall assemblies, including weather walls and bearing walls, subfloor and structural columns and beams of the Building, all plumbing, drainage, Mechanical and Electrical Services and equipment leading up to, from and under the Building, and any other portions of the Building normally considered to be part of the structural portion of a building, or where the repairs or replacements thereto are normally considered a major capital expenditure. "Taxes" means all taxes, rates, duties, levies and assessments whatsoever whether municipal, provincial or federal, charged upon the Building and the Lands, or upon the Licensor on account thereof, including all taxes, rates, duties, levies, impost charges and assessments for local improvements, education and schools and all taxes, grants or assessments which may in future be levied in lieu of "Taxes" as hereinbefore defined, and including any local improvement charges or levies directly or indirectly related to the development of the Building. Taxes include, without limitation, realty taxes, business taxes of the Licensor, corporation taxes, capital taxes, excise taxes, sales taxes, income taxes, or any other taxes or assessments levied against the Licensor, the Building, the Lands, or the Rent. "Term" means the term of this Agreement set out in Article 2 of this Agreement. 2 . . "Trade Fixtures" means the personal chattels installed prior to the Commencement Date, at the Commencement Date or during the Term by or on behalf of the Licensee, in, on or which serve, the Premises, for the sole purpose of the Licensee carrying on its trade in the Premises pursuant to Section 4.7 of this Agreement and which Trade Fixtures the Licensee is permitted to remove only to the extent permitted by the terms of this Agreement, but Trade Fixtures do not include Improvements of the Licensee. "Utilities" means all gas, electricity, water, sewer, steam, fuel oil, power, signal equipment and other utilities used in or for the Building or the Premises, as the case may be. ARTICLE 1 PREMISES In consideration of the rents reserved and the covenants and agreements herein contained to be paid, observed and performed by the Licensee, the Licensor hereby grants to the Licensee the licence and privilege (irrevocable in accordance with the terms hereof) to utilize the Premises for the purpose of the Contemplated Use and for no other purpose, subject to the further terms and conditions hereof. ARTICLE 2 TERM The Licensee shall be permitted to use the Premises for sixty (60) days per year for a period of one (1) year and five (5) months, commencing on November 1, 2004 (the "Commencement Date") and ending on March 31, 2006, unless previously terminated pursuant to the terms of this Agreement. ARTICLE 3 RENT The Licensee hereby covenants to pay to the Licensor as Rent, during the Term, the sum of Seven Thousand Dollars ($7,500.00), in equal monthly installments of Six Hundred and Twenty Five Dollars ($625.00), based on Sixty (60) days of use per annum at a rate of One Hundred and twenty Five Dollars ($125.00) per day. Any additional days of use will be paid for by the Licensee at the abovementioned daily rate upon receipt of an invoice from the Licensor for such additional use, such invoice to be issued once a year at the end of the calendar year in which such charges were incurred. It is the intent of the parties that the Licensee shall be responsible for only expenses and/or obligations in respect of, or attributable to, the Premises, as herein expressly provided. Rent shall commence to be payable to the Licensor on November 1, 2004, payable in lawful money of Canada, in advance in equal monthly installments on the first day of each and every month during the Term at such place as the Licensor shall hereafter designate in writing. If the Term commences on any day other than the first day of a month or ends on any day other than the last day of a month, Rent for the fractions of a month at the Commencement Date and at the end of the Term shall be adjusted pro rata. Rental payments shall, unless otherwise agreed upon by the parties, be made by the Licensee by direct deposit as further directed by the Licensor. The Licensor covenants to provide the Licensee with a minimum of fifteen (15) days' prior written notice of a change in either the payee of the Rent or the account number of the bank account of the payee to which payments of Rent are being directed. The Licensee hereby certifies that the Premises are occupied by the Chair of the Management Board of Cabinet for the use of the Crown in Right of Ontario and are therefore not subject to the federal Goods and Services Tax. This provision applies only where HER MAJESTY THE QUEEN in right of Ontario as represented by the Chair of the Management Board of Cabinet is the Licensee. ARTICLE 4 LICENSEE'S COVENANTS The Licensee covenants with the Licensor as follows: Section 4.1 Rent To pay Rent in accordance with the provisions of this Agreement. 3 . . Section 4.2 Business Taxes To pay all taxes levied upon the business assessment, if any, resulting from the Licensee's use or occupation of the Premises. Section 4.3 Compensation for Damage To make good or compensate the Licensor for any damage to the Premises caused by negligent, reckless or wilful misconduct of the Licensee's servants, agents, employees, licensees or invitees. Section 4.4 Notice of Defect To give the Licensor notice, as soon as reasonably possible, of any accident to or defect in the Mechanical and Electrical Services, or any other system or part of the Premises which the Licensor is obligated to repair. Section 4.5 Entry by Licensor To permit the Licensor to enter the Premises at any reasonable time after delivering two (2) Business Days' prior written notice to the Licensee's designated representative, for the purpose of inspecting the Premises and making permitted repairs to the Premises. Section 4.6 Assign or Sublet Not to assign this Agreement or sublicense the Premises without the prior written consent of the Licensor, such consent not to be unreasonably withheld. The Licensor acknowledges and agrees that the use or occupation of all or part of the Premises by any governmental agency, ministry, corporation, department or Person affiliated with the Licensee does not constitute an assignment or sublicense and does not require the Licensor's consent therefor. Section 4.7 Use of Premises To use the Premises for lawful purposes only. Section 4.8 Not to Affect Insurance Not to do or omit or permit to be done or omitted on the Premises anything which shall cause the insurance premiums for the Building to be increased and if the insurance premiums for the Building shall be increased by reason of anything done or omitted or permitted to be done or omitted by the Licensee or anyone permitted by the Licensee to be upon the Premises, the Licensee shall, within five (5) Business Days after receipt of notice from the Licensor setting out in reasonable detail the cause for such increased premiums, pay to the Licensor the amount of such increase. Section 4.9 Licensee's Compliance with Laws To comply with all codes and regulations and any federal, provincial or municipal laws, regulations and codes of any relevant Authority which relate to the Licensee's use or occupation of the Premises or to the making of any repairs, replacements, additions, changes, substitutions or improvements that relate to such use or occupation by the Licensee. Section 4.10 Waste Not to do or allow any waste, damage, disfiguration or injury to the Premises or the fixtures and equipment forming a part thereof or permit any overloading of the floors thereof. Section 4.11 Nuisance Not to use or permit the use of any part of the Premises for any dangerous, noxious or offensive trade or business or cause or permit any nuisance in, at or on the Premises. The Licensor acknowledges and agrees that the Contemplated Use does not contravene this Section. 4 Section 4.12 Licensee's Indemnity Section 4.13 - t.JV..J.) Insurance NtI....'14. Acknowledgement -0( vJ. ftul Section 4.14 Facilitate Cleaning ARTICLE 5 LICENSOR'S COVENANTS Section 5.1 Exclusive Use Section 5.2 Taxes To pay all Taxes. . . Save and except for any damage arising from the negligent act or omission of the Licensor or any Person for whom it is in law responsible, to indemnify and save harmless the Licensor from and against any and all claims, including, without limitation, all claims for bodily injury or property damage arising from any act or omission of the Licensee or any assignee, subtenant, agent, contractor, servant, employee, invitee or licensee of the Licensee and from and against all costs, counsel fees, expenses and liabilities incurred in connection with any such claim or any action or proceeding brought thereon. The Licensor acknowledges that the Licensee in respect of damage to the Building and the Premises is self-insured and in respect of third party liability maintains a comprehensive blanket policy of insurance, and therefore shall not require the Licensee to obtain any additional insurance coverage. To leave the Premises in a reasonably tidy state at the end of each Business Day to facilitate the Licensor's janitorial services. The Licensor covenants with the Licensee as follows: That the Licensee will have the exclusive use of the Premises on such days and between such times as have been determined by the parties as of the Commencement Date and on such additional days as may, at any time during the Term, be authorized by the Licensor. 5 Section 5.3 Services and Facilities f~J,7vJ' ~t....?\ ~)-t.. t{. ,,\ (. v.J ~)- "N~ \ r:~), NwJ . . To provide and operate the following services and facilities for the Premises as expressed below, at the Licensor's expense, and maintain at the Licensor's expense, such services and facilities in good repair (and, if necessary, replace same) during the Term: (a) Utility Systems All utility systems and facilities including water, fuel and electricity, and including all charges for Utilities used or consumed within the Premises. (b) Electrical Systems/Lenses, Bulbs and Related Equipment An electrical system which is satisfactory for the Licensee's purposes including fixtures and outlets together with the initial installation and ongoing replacement of bulbs, fluorescent tubes and ballasts during the Term, and all maintenance and parts thereof. (c) Thermal Conditions and Air Quality A heating, ventilation and air-conditioning system which is satisfactory for the Licensee's purposes. (d) Water System A water system capable of supplying hot and cold water to the Premises and the washrooms serving the Premises. (e) Washrooms Fully equiped washroom facilities for male and female employees of the Licensee in accordance with the requirements established by the Occupational Health and Safety Act, R.S.O. 1990, c.O.l, as amended, and the regulations made thereunder, or any successor act, a handicapped accessible male and female washroom installed in accordance with the re Ulrements of the umano HUlldmg Code and an other a licable reqUirements 0 any re evant u onty, and the provision of all washroom equipment and supplies reasonably necessary, in the opinion of the Licensee, for the use and operation of such washroom facilities, including, without limitation, a sink, vanity, toilet bowl, paper towel dispenser, garbage pail, soap dish and toilet paper dispenser. (t) Exterior, Common Areas Maintenance of the exterior of the Building, the landscaped grounds of the Lands, the Parking Areas and walkways of the Building and the Common Areas and Facilities of the Building in good repair and first-class condition and the prompt removal of snow and ice. I< (g) Life Safety Establishment of a workable emergency evacuation program. The program applicable to Government occupants must be submitted for review to the Management Board Secretariat, Property Management Branch, Safety Section. (h) Glass Replacement Prompt replacement in case of breakage, of all plate glass and other glazing materials of the Building, including without limitation, that which demises the Premises... with material of the same kind and quality as that which may be damaged or broken, save where such damage or breakage has been occasioned by the Licensee, its servants or agents. (i) Building Security The provision of Building security in accordance with the Licensor's standard practice, as would a reasonably prudent owner of a similar building. 6 Section 5.4 Access Section 5.5 Repair Section 5.6 Licensee's Improvements tJjJ ) ~ (r .~...../ ~t '>-- . . . (j) Housekeeping Services Housekeeping service for the Premises as would a reasonably prudent owner of a similar building, including the provision of waste removal services and all cleaning materials and washroom supplies. To permit the Licensee, its agents, invitees and those having business with any or all of them, full and uninterrupted access to the Building on those days as determined pursuant to Section 5.1 of this Agreement, including access for disabled persons. The Licensor covenants and agrees to proVide all services and facilities required to be provided by it hereunder (including without limitation, light, water, fuel, electricity, plumbing, heating, ventilation and air-conditioning) at all times throughout those days during the Term on which the Licensee is scheduled to occupy the Premises. To maintain the Premises, including the Improvements, the Building and the Structure in good repair and tenantable condition during the Term and make good any defect or want of repair and/or replacement promptly upon notice thereof with a minimum of disruption to the Licensee's business. To grant penll1SSlOn to the Licensee to tender for and complete, at the Licensee's sole cost and expense, such Improvements to the Premises as the Licensee may consider necessary from time to time both prior to and during the Term or any extension thereof, provided that such Improvements do not affect the Structure and that where such Improvements may affect the Mechanical and Electrical Services, the Licensee agrees to use the Licensor's professional engineers as consultants if so required by the Licensor. The Licensee will give the Licensor written notice of its intention to make Improvements and upon request shall supply the Licensor with plans of the proposed Improvements. The Licensee will obtain the prior written approval of the Licensor for any Improvements, which approval will not be unreasonably withheld. 7 Section 5.7 Licensor's Improvements ~J ~r uJ ~t- Section 5.8 Indemnity ~~ -yy< Section 5.9 Compliance With Laws Section 5.10 Insurance . . That, unless the Licensor fully complies with the terms and conditions set out below, at no time during the Term shall the Licensor commence any further construction or alterations to the Building which will have the effect of: (a) materially interfering with the business operations of the Licensee; (b) materially interfering with ingress to or egress from the Premises; or (c) causing noise or other nuisances which might materially interfere with the Licensee's business operations. unless the Licensee otherwise consents, the Licensee's consent therefor not to be unreasonably withheld. In the event that the Licensor intends to commence any construction relating to items (a)-(c) inclusive outlined in this Section 5.7, in or around the Building at any time during the Term, such construction shall be subject to the following terms and conditions: (i) the Licensor must receive the prior written approval of any required Authorities; (ii) all construction must be completed promptly and in a good and workmanlike manner, and must not materially interfere with the use of the Premises or any part thereof by the Licensee; and (iii) all Utilities and other base building systems must continue to be fully operative during any period of construction and the Licensor shall be responsible for any damages or costs incurred by the Licensee to the extent caused or contributed to by any interruption of such Utilities or systems. To indemnify the Licensee and save it harmless from and against all losses, claims, actions, damages, costs, liabilities and expenses (together the "Claims") in connection with loss of life, personal injury, damage to property (including any portion of the Building and its equipment, machinery, services, fixtures and Improvements) or any other loss or injury arising from or out of the conduct of any work by the Licensor, the provision of any service by the Licensor or any act or omission of the Licensor or those for whom the Licensor is at law responsible or by anyone permitted to be in the Building by the Licensor. If the Licensee is, without fault on its part, made a party to any litigation commenced by or against the Licensor, then the Licensor will protect, indemnify and hold the Licensee harmless and pay all expenses and reasonable legal fees incurred or paid by the Licensee in cOnnection with such litigation. To comply with all provlSlons of law including, without limitation, all enactments, by-laws and any regulations of any Authority which relate to the Premises or to the use or occupation thereof or to the making of any repairs, replacements, additions, changes, substitutions or improvements of or to the Premises or any part thereof. At all times throughout the Term, to obtain and maintain insurance on the Building as would a prudent owner of a similar building having regard to size, age and location, including insurance against loss or damage by fire and extended coverage perils. The Licensor further covenants to obtain and maintain in force comprehensive general liability insurance. Such insurance shall contain a waiver of subrogation by insurers against the Licensee and any sub-licensees of the Licensee. 8 Section 5.11 No Environmental Contaminants Section 5.12 Environmental Contaminants Section 5.13 Notification of Environmental Contaminants Section 5.14 Warranty ) V) ,J . . To use its continuing effort throughout the Term and any extension thereof to ensure that no part of the Building or Lands is used, without limitation, (either by the Licensor or all other tenants in the Building), to generate, manufacture, refme, treat, transport, store. handle, dispose of, transfer or produce any Environmental Contaminant, except in strict compliance with all applicable laws of any relevant Authority. To remove any Environmental Contaminant located on or in the Building whether or not known to the Licensor as of the date of execution of this Agreement, and whether or not resulting from any act, omission, or negligence of the Licensor or those for whom it is in law responsible, which is not contained in accordance with all applicable laws of any relevant Authority. If any such Environmental Contaminant is not removed forthwith by the Licensor, the Licensee shall be entitled, but not required, to remove the same on the Licensor's behalf, and the Licensor shall reimburse the Licensee for the cost thereof. To notify the Licensee immediately in the event that the Licensor receives notice of any violation of any environmental law or that any order of an administrative tribunal or any Authority is made or is proposed to be made against the Licensor in respect of any Environmental Contaminant in, on or near the Lands or Building, and to notify the Licensee immediately of any discharge, release or discovery of any Environmental Contaminant which is not contained in accordance with all applicable laws of any relevant Authority, in or on any part of the Building or Lands. The Licensor: (i) represents and warrants that there has not been and is not now; and (ii) covenants to ensure that there will not be, at any time during the Term, any Environmental Contaminant ("Environmental Contaminant" includes any hazardous or toxic substances or materials, including without limitation, products of waste, contaminants, pollutants, dangerous substances, noxious substances, toxic substances, hazardous wastes, flammable, explosive or improperly handled friable materials including asbestos, PCBs and substances or any other materials declared or defined to be hazardous, toxic, contaminant or pollutant in or pursuant to any law of any Authority) located, stored, manufactured, refined, disposed of, produced, processed or incorporated in or on any part of the Building or the Lands, except in accordance with Section 5.11 of this Agreement. In the event that there is any Environmental Contaminant in the Premises, the Building, or on the Lands, which is not handled in accordance with Section 5.11 of this Agreement, the Licensee may terminate this Agreement if the Licensor is unwilling or unable to cleanup or decommission such within a reasonable time of becoming aware of such Environmental Contaminant. The Licensor further represents and warrants that as of the Commencement Date and throughout the Term and any extension thereof, all Mechanical and Electrical Services and equipment serving the Premises are and will be in good working order and condition and satisfactory for the carrying on of the Licensee's business in and from the Premises. The Licensor further covenants and agrees that, as of the Commencement Date: (i) there shall not be any by-laws (the "By-Laws "), including, without limitation, any restrictive covenants, development agreements, zoning or other ordinances or regulations of any Authority which will prevent the Licensee from conducting its business operations in and from the Premises in accordance with this Agreement; and (ii) all such By-Laws shall permit the continual operation of the Building and every part of the Premises in accordance with this Agreement. In the event that any of the By-Laws prohibit or prevent the Licensee from using any part of the Premises for the Contemplated Use, the Licensee may, on thirty (30) days' prior written notice, terminate this Agreement, without prejudice to the Licensee's rights to claim for damages against the Licensor arising out of any By-Law prohibiting or preventing the Licensee's use of the Premises as aforesaid. 9 . . Section 5.15 Asbestos Notwithstanding anything to the contrary contained in this Agreement, at all material times, including, but not limited to, any times during which either the Licensor or the Licensee are making any Improvements or other improvements, additions or renovations in or about the Premises or the Building, or at any times when any maintenance or repairs of any kind are being carried out in or about the Premises or the Building, the Licensor agrees to take all measures, at the Licensor's sole cost and expense, to comply as soon as possible with all applicable requirements of any relevant Authority relating to the use or presence of asbestos in the Building, or any part thereof, of which the Premises form part. Failing such compliance by the Licensor, the Licensee may, at the Licensee's sole option, on thirty (30) days' prior written notice to the Licensor, either terminate this Agreement or take all reasonable measures, at the Licensor's sole cost and expense, to comply with all such requirements of any relevant Authority, to deduct the costs and expenses incurred thereby from the Rent and to recover the balance, if any, after such deduction, from the Licensor. The Licensor shall in no case withhold its consent to the making of any Improvements to the Premises by the Licensee because of the cost to it of compliance with all such applicable requirements of any relevant Authority pertaining to asbestos related to, or resulting from, such Improvements. The Licensor acknowledges that the Building has no friable material, as indicated in Schedule "C" attached hereto. Section 5.16 Consent and Approval That the Licensor and each Person acting for or on behalf of the Licensor making a determination, designation, calculation, estimate, conversion or allocation or in giving an approval or consent under this Agreement, will act reasonably, promptly and in good faith and each accountant, architect, engineer or surveyor, or other professional Person employed or retained by the Licensor will act in accordance with the applicable principles and standards of that Person's profession. ARTICLE 6 PROVISOS Section 6.1 Overholding If the Licensee, with the consent of the Licensor, remains in possession of the Premises after the date fixed for the expiration of the Term or any extension thereof without any further written agreement, the Licensee shall be deemed to be occupying the Premises from month to month at the monthly rental rate payable by the Licensee during the last month of the Term of this Agreement and on the terms and conditions contained in this Agreement except as to the length of the Term. Section 6.2 Trade Fixtures The Licensee may, at its option, at any time during or upon termination of or any extension thereof, remove or replace any Trade Fixtures installed by or on its behalf in the Premises or install new Trade Fixtures therein Section 6.3 Signs (a) The Licensee may erect such signs on the Premises in accordance with the Building standard and in accordance with municipal laws, as it considers necessary for the proper conduct of its business. (b) All such signs may be removed from the Premises at the end of the Term or any extension thereof. (c) The Licensee shall compensate the Licensor for any damage caused to the Premises or Building, if applicable, by the removal of signs. 10 Section 6.4 Unavoidable Delays Section 6.5 Right-of-Way Section 6.6 Common Parking . . Notwithstanding anything in this Agreement, if either party is bona fide delayed or hindered in or prevented from the performance of any term, covenant, or act required hereunder by reason of strikes or labour trouble; inability to procure materials or services; power failure; restrictive governmental laws or regulations; riots; insurrection; sabotage; rebellion; war; act of God; or other reason whether of a like nature or not which is not the fault of the party delayed in performing work or doing acts required under the terms of this Agreement (but excluding the inability to perform because of financial difficulties or lack of funds), then the performance of that term, covenant or act is excused for the period of the delay and the party delayed will be entitled to perform the term, covenant or act within the appropriate time period after the expiration of the period of the delay. If any of the events or problems referred to in this Section 6.4 occur and either party contemplates that it will be bona fide delayed or hindered in or prevented from the performance of any term, covenant or act required hereunder by reason thereof, such party shall forthwith deliver written notice to the other, with full and detailed particulars setting out the nature of such event or problem and the period of the delay contemplated by the party giving notice for the performance of any such term, covenant or act required hereunder. If the Premises are now or hereafter served by any alley, easement or right-of-way, the Licensee, its servants, agents, employees, licensees and invitees shall have full right of ingress and egress over such alley, easement or right-of-way in common with all others entitled thereto. In the event that all or part of the Parking Areas are made available to the tenants of the Building as part of the Common Areas and Facilities, then the Licensee, its employees and invitees shall, in addition to the Parking Spaces, be entitled to use the Parking Areas, or any portion thereof, in common with the other tenants of the Building and others entitled to the use thereof. 11 . . Section 6.7 Damage and Destruction If, at any time during the Term, the Building shall be damaged or destroyed, either in whole or in part, by fire or other peril insured against by the Licensor, then, and in every such event: (a) If the damage or destruction to the Building is such that, in the opinion of the Architect to be given to the Licensee within twenty (20) days of the date of the occurrence of such damage or destruction (the "Date of Damage"), the Premises are rendered partially unfit for occupancy or impossible or unsafe for use or occupancy, then the Rent shall abate as of the Date of Damage in proportion to the part of the Premises which is rendered unfit for occupancy or impossible or unsafe for use or occupancy, and Rent will not be payable again until such time as the Premises and the Improvements have been fully restored by the Licensor to their condition as of the Commencement Date. (b) If the damage or destruction to the Building is such that, in the opinion of the Architect to be given to the Licensee within twenty (20) days of the Date of Damage, the Premises are rendered wholly unfit for occupancy or impossible or unsafe for use or occupancy, or that reasonable or convenient access is prevented thereto, and if, in either event, the damage, in the opinion of the Architect to be given to the Licensee within twenty (20) days of the Date of Damage, cannot be repaired with reasonable diligence within one hundred and twenty (120) days of the Date of Damage, then either the Licensor or the Licensee may terminate this tenancy within twenty (20) days following the date of the giving of the Architect's opinion, upon written notice to the other party, in which event this Agreement will be at an end as of the Date of Damage and the Rent shall be apportioned and paid in full to the Date of Damage. (c) In the event that neither the Licensor nor the Licensee shall terminate this Agreement in accordance with the provisions of Subsection 6.7(b) of this Agreement, then the Licensor shall repair the Premises, the Improvements and the Building with all reasonable speed and the Rent hereby reserved shall abate from the Date of Damage until the date that either the Premises and Improvements are restored to their condition as of the Commencement Date or reasonable and convenient access is restored thereto. (d) If the damage or destruction is such that, in the opinion of the Architect to be given to the Licensee within twenty (20) days of the Date of Damage, the Premises are rendered wholly unfit for occupancy or if it is impossible or unsafe to use and occupy the Premises, and if, in either event, the damage, in the opinion of the Architect to be given within twenty (20) days from the Date of Damage, can be repaired with reasonable diligence within one hundred and twenty (120) days of the Date of Damage, then the Rent shall abate from the Date of Damage until the date the Premises and Improvements are restored to their condition as of the Commencement Date, provided that the Licensor shall repair the Premises and the Improvements with all reasonable speed. (e) Notwithstanding anything contained in this Section 6.7, if the Licensor does not commence to repair or restore the Premises, the Improvements or the Building within fifteen (15) days of the date of delivery of the Architect's opinion or, having commenced the repair or restoration of the Premises, the Improvements or the Building, does not continue to complete same with reasonable dispatch, the Licensee may terminate this Agreement upon fifteen (15) days' prior notice to the Licensor, in which case, this Agreement shall cease and be at an end as of the Date of Damage and the Rent shall be apportioned and paid in full to the Date of Damage. 12 Section 6.8 Removal of Leasehold Improvements Section 6.9 Re-Entry Section 6.10 Licensor's Default Section 6.11 Option to Extend Section 6.12 Non-Waiver . . The Licensee may, but shall not be required to, at any time during the Term, on termination or on any extension thereof, at its sole option, remove or replace any Improvements or alterations made or installed by the Licensee in the Premises. If the Rent hereby reserved, or any part thereof, shall be in arrears or if the Licensee shall make default in the observance or performance of any of the Licensee's covenants or agreements contained in this Agreement and such arrears or default shall continue for a period of fourteen (14) days, then the Licensor may give the Licensee notice requiring the Licensee to pay the arrears or remedy the default within thirty (30) days of receipt of notice or such longer period as is reasonably required under the circumstances. If the Licensee fails to pay the arrears or to commence to remedy the default within such period, the Licensor may, in addition to any other remedies the Licensor may have, either in this Agreement or at law, terminate this Agreement by giving the Licensee prior written notice. If the Licensor defaults in the observance or performance of any of its covenants or agreements contained in this Agreement, the Licensee may, at its option and upon such reasonable notice as the circumstances warrant, remedy such default and deduct the reasonable cost of such action from the Rent payable under this Agreement. (a) The Licensee shall be entitled to extend this Agreement for one (1) further term of two (2) years. Each extension shall be upon the same terms and conditions of this Agreement except that there shall be no further right of extension and except for the Rent, which shall, for each extension term, be based upon the market rental thereof as determined by the parties as of the date which is sixty (60) days prior to the commencement of the respective extension term, or failing such agreement, by arbitration in accordance with the Arbitration Act, S.D. 1991, c.17, as amended, or any successor act. (b) The Licensee shall give written notice to the Licensor of its extension of this Agreement at least sixty (60) days prior to the end of the Term or the first extension term, as the case may be. No condoning, excusing or overlooking by the Licensor or Licensee of any default, breach or non-observance by the Licensee or the Licensor at any time or times in respect of any covenant, proviso or condition herein contained shall operate as a waiver of the Licensor's or the Licensee's rights hereunder in respect of any continuing or subsequent default, breach or non-observance, or so as to defeat or affect in any way the rights of the Licensor or the Licensee herein in respect of any such continuing or subsequent default or breach, and no waiver shall be inferred from or implied by anything done or omitted by the Licensor or the Licensee save only an express waiver in writing. 13 . . Section 6.13 Notices Any notice required or contemplated by any provision of this Agreement shall be given in writing enclosed in a sealed envelope addressed in the case of notice to the Licensor to: Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario LlC 3A6 '^ ~ ~ f. 1... '....... 1\t\t..""", tio~ ". L ,~_ \ r- IA I" 6 f oJ and in the case of notice to the Licensee to: ~""'/~{ c/o Ontario Realty Corporation Facilities Management 10th floor, Ferguson Block 77 Wellesley Street West Toronto, Ontario M7 A IN3 Attention: The Vice-President and delivered personally or by facsimile or mailed by either registered or signature mail and postage prepaid. The time of giving of notice by either registered or signature mail shall be conclusively deemed to be the third Business Day after the day of such mailing. Such notice, if personally delivered or if delivered by facsimile, shall be conclusively deemed to have been given and received at the time of such delivery. Section 6.14 Entire Agreement The Licensee and the Licensor acknowledge that there are no covenants, representations, warranties, agreements or conditions, expressed or implied, collateral or otherwise, forming part of or in any way affecting or relating to this Agreement save as expressly set out in this Agreement and that this Agreement and the Schedules hereto constitute the entire agreement between the Licensor and the Licensee and may not be modified except as herein explicitly provided or except by subsequent agreement in writing of equal formality hereto executed by the Licensor and the Licensee. Schedules "A", "B" and "C", which are attached to this Agreement, form part of this Agreement. Section 6.15 Severability The Licensor and the Licensee agree that all of the provlSlons of this Agreement are to be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate paragraph hereof. Should any provision or provisions of this Agreement be illegal or not enforceable, it or they shall be considered separate and severable from this Agreement and its remaining provisions shall remain in force and be binding upon the parties hereto as though the said provision or provisions had never been included. Section 6.16 Interpretation The words "herein I! , "hereof", "herebyll, "hereunder I! , "hereto!!, "hereinafter", and similar expressions refer to this Agreement and not to any particular paragraphs section or other portion thereof, unless there is something in the subject matter or context inconsistent therewith. Section 6.17 Headings and Captions The headings in this Agreement have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope of meaning of this Agreement nor any of the provisions hereof. 14 Section 6.18 Effect of Agreement Section 6.19 Binding on Licensee Section 6.20 Governing Law Section 6.21 Time of Essence Section 6.22 Freedom of Information . . This Agreement and everything herein contained shall operate to the benefit of any and be binding upon the respective successors, assigns and other legal representatives, as the case may be, of each of the parties hereto subject to the granting of consent by the Licensor as provided herein to any assignment or sublease, and every reference herein to any party hereto shall include the successors, assigns and other legal representatives of such party. This Agreement shall not be binding upon the Licensee until it has been executed by or on behalf of the Chair of the Management Board of Cabinet. This Agreement shall be governed by and construed in accordance with the laws of Ontario. Time shall be of the essence hereof. The Licensor acknowledges, agrees and consents to the release by the Licensee of this Agreement and any information contained herein. 15 Section 6.23 Cancellation !e< '> b <) ~. ~ ~ Qo,. ~ -- The Licensee shall have the right to cancel this Agreement or alter the number of days per annum for which use of the Premises is designated hereunder at any time during the Term, by giving the Licensor Ninety (90) days' written notice of cancellation or change, as the case may be. r ... Section 6.24 Condition This Agreement is subject to the condition set forth which has been inserted for the sole benefit of the Licensee and may be waived by the Licensee at its sole discretion, or by its solicitors on its behalf. The condition shall be waived or fulfilled within the time limit, if any, as set out herein. If the condition is not fulfilled within the applicable time period and the Licensee fails to notify the Licensor or the Licensor's solicitors that the condition has been waived within the applicable time period, this Agreement shall be null and void, notwithstanding any intermediate acts or negotiations, and, neither the Licensor or the Licensee shall be liable to the other for any loss, costs or damages. The said condition is as follows: (a) that within thirty (30) days from the date of execution of the Agreement by the Licensor the Licensee shall have obtained all required approvals and signatures by its Senior Management or, where applicable, its Board of Directors. The signing of this Agreement by the ORC as noted hereunder waives this condition. AJ.cA Bc....t..J.., ~ ~ ~ r """" 10...7 2.... L, (.. ~ 1'\ c..-c. c. 's [G 10(" '" .. ....,{ S :i:.~::: 3:\"..e,{.-r ",",'1 ~ ( , ..l,tI'- h, r .../.... ----'I 'I <- . ........f~""'"~o.,...oof I I'\b-l',c. <. or ..A. G- ~ C c...A ~ &tt-1 10'-( L;c...~~S()r O\..')~'')'" 0 ( s......l. \~ \A.:'~ 0," pC"~.~ <-> 1\0-'1: -\.. ",-~~e,......A +:" ~V'-r"""'~ ~ 16 . . IN WITNESS WHEREOF the parties hereto have executed this Agreement. SIGNED, SEALED & DELIVERED ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) CORPORATION OF THE MUNICIPALITY OF CLARlNGTON Per: c.s. Name: Title: Authorized Signing Officer HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE CHAIR OF THE MANAGEMENT BOARD OF CABINET Per: Authorized Signing Officer 17 . . SCHEDULE "C" NOTIFICATION OF THE PRESENCE OF FRIABLE MATERIAL CONTAINING ASBESTOS IN BIDLDINGS CONTAINING PREMISES LEASED BY THE CHAIR OF THE MANAGEMENT BOARD OF CABINET RE: REGULATION RESPECTING ASBESTOS ON CONSTRUCTION PROJECTS AND IN BIDLDING AND REPAIR OPERATIONS MADE UNDER THE OCCUPATIONAL HEALTH AND SAFETY ACT. ONTARIO REGULATION 654/85 LOCATION: LEASE NO: L- [ ] There is friable material in the Building. "Friable material" means material that when dry can be crumbled, pulverized or powdered by hand pressure and includes such material that is crumbled, pulverized or powdered. [ ] The friable material contains asbestos. [ ] The friable material does not contain asbestos. [ ] There is no friable material in the Building. Location(s) of Asbestos within the BuiIdine:: Tvpes of Asbestos Notification prepared by: Authorized Signing Officer Date: 20 . . r..~r.. ~~O ..... N E-< =U~ fii ~fJ3< ~ E-<O r"'I Z;..=:I [:;3 - ""'=:I '" Z~E-< <> ~ ~ '" r"'Ir"'Iz < _ -",z r;g!2r"'1 ",- ..... '" r"'I ._ 0) ~ Z t1~"'< OIr"'1~ 00 _il-.r- r"'Ioot5 ..... Z <> CIl '" ~ < r"'I .... - ..= (j ;>, 0:: =[:;3< r- U U~~ ~ . E-<~Z '" ~ "'" 0:: '" 0 OJ) ...l (l:$ "0 Q,) ::s._ ;.. < 0:: ~ dQ....::::OIt1 .~ .9 '" <> . E-<oo~ "" .....o~-"'o:: ..... .... r"'I ~< 'S ~ 5 '" =:I (j 0 "'" 5~r-.9 "' ~.... 0:: ~ <Or"'lE-< -"'0 r-~O ~ <> . E-< ~~~~ o::il-. . S .... 0:: Q Q,) 00 0 Ei<>goz '"' ~ -0:: 1:: il-. 'g ~~ g,~ E-< '0 ~E-< =:I .- Q,) 0 0:: ..... <> .... ...: '" r"'IZr..< ~ ::l 0 .!::::E oS il 0 Q =OOU il-. OlE-< Q oolJ..E-< . . LOl739 LICENSE EXTENSION AND AMENDING AGREEMENT THIS AGREEMENT made in quadruplicate as of the 12th day of June, 2006. BETWEEN: CORPORATION OF THE MUNICIPALITY OF CLARINGTON herein called the "Licensor" OF THE FIRST PART AND: ONTARIO REALTY CORPORATION, ACTING AS AGENT ON BEHALF OF HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF PUBLIC INFRASTRUCTURE RENEWAL herein called the "Licensee" OF THE SECOND PART WHEREAS by a Per Diem License Agreement dated June 1,2005, (the "Original License"), the Licensor did License unto Her Majesty the Queen In Right of Ontario As Represented by the Chair of the Management Board of Cabinet (the "Chair") (the "License") for a term of One (l) year commencing on June 1, 2005 and ending on May 31, 2006 (the "Term"), the premises more particularly described as court room space on the second floor comprising approximately Four Thousand One Hundred and Twenty-Seven (4,127) square feet (the "Licensed Area"), in the building muiIicipally known as 132 Church Street (the "Building"), in the Town of Bowmanville, in the Province of Ontario (the "Lands"), as more particularly identified in Schedule "A" attached hereto; AND WHEREAS by Order in Council No. 1345/2005 dated August 18,2005, all of the powers and duties of the Chair relating to real property leased by the Government of Ontario pursuant to the Ministrv of Government Services Act, R.S.O. 1990, c.M.25, as amended, were transferred and assigned to the Minister of Public Infrastructure Renewal; AND WHEREAS the Original License and this License Extension and Amending Agreement (the "Agreement") are hereinafter collectively referred to as the "License", except as specifically set out herein; AND WHEREAS the parties have agreed to extend and amend the License on the following terms and conditions: NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of Two Dollars ($2.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The parties hereto confum that the foregoing recitals are true in substance and in fact. 2. The Term of the License is hereby extended for a further term of Two (2) years commencing on June 1,2006 and ending on May 31, 2008 the "First Extension Term"), at an annual license fee of Nine Thousand Dollars ($9 . 0) (the "License Fee"), payable in advance in -' " /L; '> C' 0 . . equal monthly installments of Eight Hundred and Seventy-Five Dollars ($875.00) on the first day of each month during the Term, based upon use ofthe Licensed Area for Sixty (60) days per year at a rate of One Hundred and Seventy-Five Dollars ($175.00) per day. 3. The Licensee shall continue during the First Extension Term to have the right to cancel this Agreement or alter the number of days per annum for which use of the Licensed Area is designated hereunder at any time during the Term, by giving the Licensor Ninety (90) days' prior written notice of cancellation or change, as the case may be. 4. The extension contemplated pursuant to this Agreement is subject to all the covenants and agreements contained in the License, as amended, renewed and extended from time to time, save and except: (a) The Licensee shall be entitled to extend the License for One (1) further term of Five (5) years (the "Second Extension Term"). The Second Extension Term shall be upon the same terms and conditions of the License except that there shall be no further right of extension and except for the License Fee, which shall for the Second Extension Term be based upon the daily market license rate as determined by the parties as of the date which is six (6) months prior to the commencement of the Second Extension Term, or failing such agreement, by arbitration in accordance with the Arbitration Act, S.O. 1991, c.17, as amended, or any successor act. The Licensee shall give written notice to the Licensor of its extension of this Agreement at least Two (2) months prior to the end of the First Extension Term. (b) Section 5.14 of the Per Diem License Agreement is hereby amended to reflect that "Environmental Contaminant" means (a) any substance which, when it exists in the Building or the water supplied to or in the Building, or when it is released into the Building or any part thereof, or into the water or the natural environment, is likely to cause, at any time, material harm or degradation to the Building or any part thereof, or to the natural environmental or material risk to human health, and includes, without limitation, any flanunables, explosives, radioactive materials, asbestos, lead paint, PCBs, fungal contaminants (including, without limitation, and by way of example, stachybotrys chartarum and other moulds), mercury and its compounds, dioxans and furans, chlordane (DDT), polychlorinated biphenyls, chlorofluorocarbons (CFCs), hydro- chlorofluorocarbons (HCFCs), volatile organic compounds (VOCs), urea formaldehyde foam insulation, radon gas, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic or noxious substances or related materials, petroleum and petroleum products, or (b) any substance declared to be hazardous or toxic under any Environmental Laws now or hereafter enacted or promulgated by any Authorities, or (c) both (a) and (b). 5. The Licensor and the Licensee hereby mutually covenant and agree that during the First Extension Term they shall each perform and observe all of the covenants, provisos and obligations on their respective parts to be performed pursuant to the terms of the License, as extended and amended hereby. 6. This Agreement shall not be binding upon the Licensee until it has been executed by or on behalf of the Licensee. 7. Except as otherwise specifically provided in this Agreement, all words and expressions used in the License shall apply to and be read as applicable to the provisions of this Agreement. 8. The provisions of this Agreement shall be interpreted and governed by the laws of the Province of Ontario. 9. The Licensor acknowledges, agrees and consents to the release by the Licensee of this Agreement and any information contained herein. 10. This Agreement shall be binding upon and enure to the benefit of the administrators, successors and/or assigns of the respective parties hereto. 2 . . II. The Licensor and any of its successors, permitted assigns, directors, officers, employees, agents, servants, and representatives shall not engage in any activity where such activity creates a conflict of interest, actual or potential, in the sole opinion of the Licensee, with the License or the exercise of any of the rights or obligations of the Licensor hereunder. The Licensor shall disclose to the Licensee in writing and without delay any actual or potential situation that may be reasonably interpreted as either a conflict of interest or a potential conflict of interest. IN WITNESS WHEREOF the parties hereto have executed this Agreement. CORPORATION OF THE MUNICIPALITY OF CLARINGTON Per: Name: Title: Authorized Signing Officer Per: Name: Title: Authorized Signing Officer ONTARIO REALTY CORPORATION, ACTING AS AGENT ON BEHALF OF HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF PUBLIC INFRASTRUCTURE RENEWAL Per: Don Patterson Vice-President, Leasing and Lease Administration Authorized Signing Officer 3 . . SCHEDULE "A" Location of Licensed Area 132 Church Street, Bowmanville COURI' ROOM 2 LS n .. EIIl' )( EIIl' .. I!'J fIE .... PIIIL . fIE ".., ... 8 ....."......~.. . fIE EllUMIlJ-- a - Ira UIHl' <l - lIT UIHl'''' -.. . . . ~ t::J \,..1\ S", ~ lDIIIrt 'J. ~,fJ jUl COURI' ROOM 1 8ECON) FLOOR PLAN . I 1. f111JL...J .. I 3D I '" o o N N - '" <= ;:l ...., CI r.r.l f-< -< CI ;.. f-< .... .... < J:l.. .... U ~ ~ ~ == f-< ... oz zO Of-< ...." f-<Z ~s: 0< ~tl 0... 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