HomeMy WebLinkAboutCAO 04-19--CifJof--Pl(KERJNG From: Subject: Tony Prevedel Chief Administrative Officer Naming Rights Agreements -File: S-4000-001 Recommendation: Report to Executive Committee Report Number: CAO 04-19 Date: February 4, 2019 1. That Council approve, in principal, the acceptance of $1.125 million from Chestnut Hill Developments in exchange for the naming rights of the Pickering Recreation Complex, in accordance with the sponsorship agreement (see Attachment No. 1). 2. That Council approve, in principal, the acceptance of $5 million from Lebovic Enterprises in exchange for the naming rights of the future Seaton Recreation Complex, in accordance with the form of sponsorship agreement (see Attachment No. 2). 3. That Council approve, in principal, the acceptance of $10 million from Triple Properties in exchange for the naming rights of the future Central Ubrary, in accordance with the form of sponsorship agreement (see Attachment No. 2). 4. That the said sponsorship agreements (Attachment No. 1 and 2) are approved subject to minor revisions acceptable to the Chief Administrative Officer, and the Director, Corporate Services & City Solicitor. 5. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report. Executive Summary: The Marketing Partnership and Advertising Policy (ADM 150) was approved at the September 21, 2015 City Council meeting. The Policy Objective states: ''The Corporation of the City of Pickering welcomes and encourages marketing partnerships and advertising to assist in the provision of City programs, services, events, projects and facilities. This Policy provides guidelines to maximize revenue opportunities while safeguarding the City's vision, mission, values, interests, and public image." At the June 25, 2018 City Council meeting, Council approved the retention of Performance Sponsorship Group (PSG) to pursue and secure high profile marketing partnership and naming rights opportunities for a period of 18 months. PSG will be remunerated on a monthly retainer of $6500 and a flat commission of 10 per cent on secured sponsorships, advertising sales, and naming rights agreements. The initial goal that was proposed to Council was to raise $1 million dollars in combined advertising, sponsorship, and naming rights commitments in that span. Over the past 8 months, staff have worked closely with PSG to review City assets, package approved opportunities, and develop prospect lists. Successively, the Mayor's Office and Office of
CAO 04-19 Subject: Naming Rights Agreements February 4, 2019 Page 2 the CAO have engaged with potential sponsors to discuss naming rights opportunities. As a result, we have secured naming rights commitments for 3 City facilities. Chestnut Hill Developments has agreed to purchase naming rights to the Pickering Recreation Complex fqr $1.125 million dollars for a 15-year term, with an option to renegotiate a new agreement on a first right of refusal basis 1 year prior to the expiration of the term. Lebovic Enterprises has agreed to purchase naming rights to the Future Seaton Recreation Complex for $5 million dollars for a 20-year term, with an option to renegotiate a new agreement on a first right of refusal basis 1 year prior to the expiration of the term. Triple Properties has agreed to pay $10 million that will go towards the to-be-constructed, new Central Library for a 20-year term, with an option to renegotiate a new agreement of a first right of refusal basis 1 year prior to the expiration of the term. As these agreements are revenue generating, staff require Council's approval to move forward, finalize, and enact these 3 naming rights agreements. Financial Implications: These three agreements provide the City with critical capital funding as it undertakes the Civic Centre project' and major renovations to the Recreation Complex. The negotiations of these agreements have been led by PSG efforts, and therefore, its fee has to be applied to these contributions including HST. Chestnut Hill Developments' offer of $1.125 million dollars is to be paid in 15 equal and annual payments of $75,000 for the duration of the naming rights term. In re-naming the Pickering Recreation Complex to the Chestnut Hill Developments Recreation Complex, it is expected that the City will incur some hard costs with respect to modifying and/or replacing facility signage to reflect the name change. This cost can be absorbed into the Pickering Recreation Complex retrofit project that is expected to commence in 2019. Additionally, there may be some additional costs realized to 'storytell' or promote the Chestnut Hill Developments brand inside the facility. This storytelling opportunity will be part of the negotiation process, and will be incorporated into the retrofit project. There will also be numerous 'soft' name changes to be made (ie. leisure guide, various web pages, and stationery). While it will be time consuming to search for, identify, and implement these changes, costs will be minimal. Lebovic Enterprises will pay the City $5 million dollars for the naming rights of the future Seaton Recreation Complex for a 20-year period. Funds will be used to offset capital construction costs. Alternately, the funds can be invested in 2019 over a long-term and the interest accrued can be utilized to fund operational costs or programming on an annual basis.
CAO 04-19 Subject: Naming Rights Agreements February 4, 2019 Page 3 Facility and wayfinding signage for the future Seaton Recreation Complex will be absorbed into the capital project budget. The capital project budget has yet to be developed, so there will ample opportunity to build in a storytelling element to recognize Lebovic Enterprises. Triple Properties' offer of $10 million dollars, is to be paid in one lump sum, and will cover the duration of the naming rights term. The capital project budget is still being developed for the new Central Library, so staff will work in conjunction with Triple Properties to develop a plan for storytelling and wayfinding signage. In all three of these finalized agreements, Chestnut Hill Developments, Lebovic Enterprises, and Triple Properties will have to clearly acknowledge that all or part of their funds will be used to offset the City's share of the development charge element of these capital projects. It should be noted that the City will have to pay HST on the naming rights fees where applicable. Discussion: City of Pickering recognizes and supports sponsorship and naming rights as an alternative revenue generation strategy to help offset costs associated with the provision of municipal services. In addition to revenue generation, sponsorship and naming rights strengthens relationships with the business community, which in turn can be parlayed into long-term agreements with the associated benefits. Within an 8-month span, the City staff have exceeded the $1 million target in combined advertising, sponsorship, and naming rights commitments that Council had agreed to at the June 25, 2018 Council meeting. While the Pickering Recreation Complex is one of the City's busiest facilities, it doesn't change the fact that it is a 35-year old building. When it comes to naming rights, sponsors and corporate partners prefer new build as these facilities have a great deal more cachet, built-up community excitement, and curb appeal. New and modern municipal recreation facilities that draw a million plus annual attendees can command between $8 hundred thousand to $1 million per year for naming rights. However, older facilities are less attractive and would probably only secure half those amounts. In light of this, City staff are very pleased that they were able to secure $5 million in naming rights from Lebovic Enterprises for the future Recreation Complex in Seaton. PSG has confirmed that this is the largest naming rights agreement in Canada for a municipal recreation complex and/or community centre. It should be noted that this agreement does not limit the City from selling naming rights to the various components of the facility. For example, there will still be opportunity to rename the various arenas, exercise studios, program rooms, and swimming pool. The $10 million naming rights agreement for a municipal public library is the largest of its kind in Canadian history. As a comparator, the City of Calgary sold the naming rights to its Shared
CAO 04-19 Subject: Naming Rights Agreements February 4, 2019 Page 4 History Centre inside its brand-new flagship Central Library for$ 1 million. Additionally, it sold the naming rights to the Library's concert venue for $5 million. Similar to the Seaton Recreation Complex, there will be opportunities to sell naming rights to the various components of the new Central Library. This may include the children's area, teen area, community meeting spaces, auditorium, computer lab, and maker spaces. Triple Properties is a very enthusiastic partner, and in addition to the supporting the new Central Library, it wants to have a more active role in the downtown redevelopment. As such, City staff would like to enter into negotiations with Triple Properties in regards to its proposed purchase of East Shore Community Centre at fair market value once the new Seniors and Youth Centre is built. These agreements require some fine tuning with respect to the renewal terms; storytelling or recognition components such as facility signage or wall plaques; and sponsor benefits such as annual fitness memberships, free meeting room rentals, and events space . . At this time, we are asking for Council to provide its approval of the three naming rights agreements at the price points set out, and to provide staff with the flexibility to make necessary adjustments to the agreements to ensure that all parties are satisfied. The finalization of these naming rights agreements, provides significant momentum as we continue in our discussions with other corporate partners with respect to other City facilities such as the Pickering Heritage and Community Centre, arts centre, and senior/youth centre. Attachments: 1. Sponsorship Agreement -Chestnut Hill Developments 2. Sponsorship Agreement -Lebovic Enterprises 3 .. Sponsorship Agreement -Triple Properties
CAO 04-19 Subject: Naming Rights Agreements Prepared By: "o/~ Mark Guinto Manager, Public Affairs & Corporate Communications TP:mg Recommended for the consideration Stan Karwowskf February 4, 2019 Page 5 Director, Finance & Treasurer of Pickerin~ Ju<.. 231 ZtJ/i Tony Prevedel, P.Eng. Chief Administrative Officer
,. I ATTACHMENT# __ TO REPORT# ~:$1] SPONSORSHIP AG~EEMENT THIS AGREEMENT made as of this 1st day of March, 2019. BETWEEN: Chestnut Hill Developments (the "Sponsor") and The Corporation of the City of Pickering (the "City") WHEREAS The City owns a multi-purpose recreation complex currently known as the Pickering Recreation Complex located at 1867 Valley Farm Road, Pickering (the "Complex") and the City desires to secure sponsorships for various components of the Complex; AND WHEREAS The Sponsor is agreeable to be the naming sponsor of the Complex in accordance with the terms and conditions of this Agreement; AND THEREFORE in consideration of the promises and other mutual covenants hereinafter set forth the parties hereto agree as follows: Recitals 1.1 The foregoing recitals are true in substance and fact and are incorporated herein. Term 2.1 The term of this Agreement shall be fifteen (15) years commencing on March 1, 2019 and expiring on March 30, 2034, unless terminated earlier pursuant to the terms of this Agreement (the "Term"). 2.2 Upon expiry of this Agreement, the parties will have no further obligation under this Agreement, except to complete any such promotional activities commenced prior to said expiration. Sponsorship 3.1 The Sponsor agrees to pay to the City a cash contribution in the amount of $1,125,000.00 (the "Contribution"). 3.2 The Contribution shall be paid by the Sponsor to the City in equal annual installments of$ 75,000.00, within thirty (30) days of the end of each year of the Term. 1 ·i
3.3 In exchange for the Sponsor's Contribution, the City shall provide to the Sponsor the benefits set out in Schedule "A" attached hereto. Trademark and Logo Use 4.1 Upon the request of the City, the Sponsor will provide its approved name, logo and branding, and hereby grants to the City a non-exclusive licence to use the Sponsor's name, logo and branding in promotional activities and materials related to its sponsorship of the Complex. The City's name and logo are registered trademarks with standards governing their use. The use of the City's name or logo in conjunction with any sponsorship activity or materials provided by the Sponsor requires prior written approval by the City, such approval not to be unreasonably withheld. Such written approval shall be sought from the City's Representative set out in Section 12.2. Each of the City and the Sponsor represents and warrants that it is the sole owner of all legal rights to its name, logo and branding. 4.2 Neither party shall receive any rights whatsoever from the use of the intellectual property of the other party, including any rights of trademark, service mark or copyright. All such rights remain the sole and exclusive property of the registered owner. Option to Extend 5.1 Provided the Sponsor is not in default of its obligations under this Agreement, the parties may mutually agree to extend the Term of this Agreement for an additional fifteen (15) years upon terms and conditions to be agreed upon between the parties prior to the expiration of the Term. If, prior to the expiration of the Term, the parties are unable to agree to the terms and conditions of the extension term, then this Agreement shall terminate upon the expiration of the Term. Compliance with Laws 6.1 This Agreement and the rights and obligations of the parties hereto shall be subject to, and the parties hereby agree to comply with, all applicable federal and provincial laws, bylaws, and regulations, in force and as amended from time to time. Default 7 .1 Each of the following events constitutes an event of default enabling the party not in default (the "Non-Defaulting Party") to terminate this Agreement pursuant to the terms below: (a) either party's failure to perform any covenant, condition, or obligation contained in this Agreement (the "Defaulting Party"); 2
(b) any event or communication under the direction or control of the City or the Sponsor (including by their respective representatives, officers, directors, Council members, employees or authorized agents), whether or not such event or statement accurately reflects the views and opinions of said party, that the other party, in its sole discretion and opinion, considers immoral, offensive, or contrary to its values, or which may result in a negative public perception of such party; (c) any breach of any law, by-law or regulation applicable to this Agreement; (d) any breach of the City's or Sponsor's policies, codes of conduct, or reasonable corporate or civic responsibility standards, in place or as revised from time to time; and (e) either party has or becomes insolvent or goes into liquidation or has a receiver appointed in respect of any of its assets, or is subject to any proceedings under the Bankruptcy Act and Insolvency Act (Canada) or the Companies' Creditors Arrangement Act (Canada) or any laws of like import, or ceases or threatens to cease to carry on business, then such party shall be in breach of this Agreement. 7 .2 Except as set out in Section 10.1, any breach of this Agreement that is not remedied by the Defaulting Party within fourteen (14) days after delivery of written notice from the Non-Defaulting Party entitles the Non-Defaulting Party to terminate this Agreement. Termination due to Default 8.1 If any default for which notice is received but not cured within the time stated in Section 7.2, this Agreement shall, at the option of the Non-Defaulting Party, terminate without any further notice, effective immediately upon expiration of the said notice period, and the Defaulting Party shall be fully liable for all costs, losses and damage incurred by the Non-Defaulting Party, and for all monies owing by the Defaulting Party under this Agreement. Indemnification 9.1 Each of the City and the Sponsor shall indemnify and hold harmless the other, including their respective directors, officers, employees, Council members and authorized agents, from and against any and all actions losses, damages, claims (including intellectual property claims), costs and expenses to which the party being indemnified shall or may become liable by reason of any breach, violation or non-performance by the party so indemnifying of any covenant, term or provision of this Agreement or by reason of any damage, injury or death occasioned to or suffered by any person or persons including the City or the Sponsor, as the case may be, or any property by reason of any wrongful act, 3
negligence or default on the part of the party so indemnifying or any person for whom it is in law responsible. Assignment 10.1 The Sponsor shall not transfer or assign this Agreement or any interest in this Agreement, either voluntarily or by operation of laws or otherwise, without the prior written consent of the City. Any attempted transfer or assignment by the Sponsor without the prior written consent of the City shall permit the City, at its option, to immediately terminate this Agreement and the Sponsor shall be fully liable for anything it owes under this Agreement, and all costs, losses and damages incurred by the City. Partnership 11 .1 Nothing herein contained is intended or shall be construed as in any way creating a relationship of partnership, joint venture or agency between the parties. Representatives 12.1 The Sponsor agrees to appoint Dave Friedman (Phone: 416. 649.4455, Email: dfriedman@chestnuthillhomes.ca) as the Sponsor's Agreement manager (the "Sponsor's Representative") to liaise with the City on all matters relating to the fulfillment of the obligations set out in this Agreement. 12.2 The City agrees to appoint Mark Guinto (Phone: 905.420.4660 ext. 2013 Email: mguinto@pickering.ca) as the City's Agreement manager (the "City's Representative") to liaise with the Sponsor on all matters relating to the fulfillment of the obligations set out in this Agreement. Notices 13.1 Any notice required or permitted to be given hereunder shall be in writing and may be given by serving personally or mailing same by registered mail, postage prepaid, return receipt requested, or by sending same by email or other similar form of communication to the following: Sponsor Name: Dave Friedman Address: 150 Ferrand Drive, Suite 801 Title: CEO Phone: 416.649.4455 Fax: 416.499.1844 Email: dfriedman@chestnuthillhomes.ca 4
City of Pickering Name: Mark Guinto Address: One The Esplanade Title: Manager, Public Affairs & Corporate Communications Phone: 905.420.4660 ext. 2013 Fax: 905.420.6064 Email: mguinto@pickering.ca and such notice shall be sufficiently given if addressed to the party's address as set out above. Insurance 14.1 The City, at its sole cost and expense, shall purchase and keep in full force and effect during the Term, comprehensive general liability insurance pertaining to the City's liability to others in respect of injury, death or damage to property with coverage for any one occurrence or claim of not less than $2,000,000.00. Further Acts 15.1 The parties hereto agree for themselves and their successors and assigns to execute any further documents and do such further acts as may be necessary or desirable to carry out the intent of this Agreement. Governing Law 16.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Entire Agreement and Modifications 17 .1 This Agreement contains the entire Agreement between the parties hereto in reference to the subject matter hereof and no representation, inducement, promise or agreement, oral or otherwise, not embodied herein, shall be of any force or effect. This Agreement supersedes any and all prior agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this Agreement. No change, modification or alteration of this Agreement shall be valid unless it is in writing and signed by all the parties hereto. Schedule "A" attached to this Agreement forms part of this Agreement. Binding Effect 18.1 This Agreement shall enure to the benefit of and being binding upon the City and the Sponsor and their respective successors and permitted assigns. 5
Waiver 19.1 The failure of any party to exercise any right, power or option or to enforce any remedy or to insist upon the strict compliance with the terms, conditions and cov-enants under this Agreement shall not constitute a waiver of the terms, condi-tions and covenants herein with respect to that or any other or subsequent breach thereof nor a waiver by that party any time thereafter to require strict com-pliance with all terms, conditions and covenants hereof, including the terms, con-ditions and covenants with respect to which the party has failed to exercise such right, power or option. Nothing shall be construed or have the effect of a waiver except an instrument in writing signed by a duly authorized officer of the applica-ble party which expressly waives a right, power or option under this Agreement. Counterparts 20.1 This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts shall be accepted in original, electronic, or facsimile form, and the parties to this Agreement adopt any signatures received by receiving facsimile or electronic mail as original signatures of the parties. General 21.1 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. 21.2 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. 21.3 This Agreement and any information or documents that are provided hereunder may be released pursuant to the provisions of the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.M.56, as amended. This acknowledgement shall not be construed as a waiver of any right to object to the release of this Agreement or of any information or documents. · IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date noted herein. 6
DATED this __ day of ________ , 2019 SIGNED, SEALED and DELIVERED: Chestnut Hill Developments Name: Title: Name: Title: I/We have the authority to bind the Corporation. The Corporation of the City of Pickering David Ryan, Mayor Susan Cassel, City Clerk 7
Schedule "A" Benefits Category Exclusivity On Building Signage Corporate Brand and Logo integrated into Lobby and Reception renovation Opportunity for on site, in building story telling in newly renovated Lobby Identification on new LED sign City Wide Directional Signage Identification and link to Chestnut Hills Development on City Web Site, Identification on Leisure Guide web page, swimming web page and skating web page Identification on all collateral material, digital media including telephone To be negotiated number of annual family passes To be negotiated number of uses of facility for client hospitality, free skate, and/or employee hospitality 8
I ATTACHMENT# A TO REPORT# c:?-, Cf I SPONSORSHIP AGREEMENT THIS AGREEMENT made as of , 2019. ------------BETWEEN: * (the "Sponsor") and The Corporation of the City of Pickering (the "City") WHEREAS: A. B. The City owns a __________________ located at _______________ , Pickering (the "Complex") and the City desires to secure sponsorships for various components of the Complex. The Sponsor is agreeable to be the naming sponsor of the Complex in accordance with the terms and conditions of this Agreement. NOW THEREFORE, IN CONSIDERATION of the mutual covenants contained herein, the parties agree as follows: Term 1. The term of this Agreement shall be _____ (_) years commencing on _______________ and expiring on _________ , unless terminated earlier pursuant to the terms of this Agreement (the "Term"). 2. Upon expiry of this Agreement, the parties will have no further obligation under this Agreement, except to complete any such promotional activities commenced prior to said expiration. Sponsorship 3. The Sponsor agrees to pay to the City a cash contribution in the amount of $ ______ , plus applicable H.S.T. (the "Contribution"). 4. The Contribution shall be paid by the Sponsor to the City in equal annual installments of$ ______ , plus applicable H.S.T., within thirty (30) days of the end of each year of the Term. 5. In exchange for the Sponsor's Contribution, the City shall provide to the Sponsor the benefits set out in Schedule "A" attached hereto. 1
Trademark and Logo Use 6. Upon the request of the City, the Sponsor will provide its approved name, logo and branding, and hereby grants to the City a non-exclusive licence to use the Sponsor's name, logo and branding in promotional activities and materials related to its sponsorship of the Complex. The City's name and logo are intellectual property owned by the City and may be used only in strict accordance with this Agreement and applicable City policies. The use of the City's name or logo in conjunction with any sponsorship activity or materials provided by the Sponsor requires prior written approval by the City, such approval not to be unreasonably withheld. Such written approval shall be sought from the City's Representative set out in Section 17. Each of the City and the Sponsor represents and warrants that it is the sole owner of all legal rights to its name, logo and branding. 7. Neither party shall receive any rights whatsoever from the use of the intellectual property of the other party, including any rights of trademark, service mark or copyright. All such rights remain the sole and exclusive property of the registered owner. Option to Extend 8. Provided the Sponsor is not in default of its obligations under this Agreement, the parties may mutually agree to extend the Term of this Agreement for an additional ________ (_) years upon terms and conditions to be agreed upon between the parties prior to the expiration of the Term. If, prior to the expiration of the Term, the parties are unable to agree to the terms and conditions of the extension term, then this Agreement shall terminate upon the expiration of the Term. Compliance with Laws 9. This Agreement and the rights and obligations of the parties hereto shall be subject to, and the parties hereby agree to comply with, all applicable federal and provincial laws, bylaws, and regulations, in force and as amended from time to time. Default 10. Each of the following events constitutes an event of default enabling the party not in default (the "Non-Defaulting Party") to terminate this Agreement pursuant to the terms below: (a) either party's failure to perform any covenant, condition, or obligation contained in this Agreement (the "Defaulting Party"); 2
(b) (c) (d) (e) any event or communication under the direction or control of the City or the Sponsor (including by their respective representatives, officers, directors, Council members, employees or authorized agents), whether or not such event or statement accurately reflects the views and opinions of said party, that the other party, in its sole discretion and opinion, considers immoral, offensive, or contrary to its values, or which may result in a negative public perception of such party; any breach of any law, by-law or regulation applicable to this Agreement; any breach of the City's or Sponsor's policies, codes of conduct, or reasonable corporate or civic responsibility standards, in place or as revised from time to time; and either party has or becomes insolvent or goes into liquidation or has a receiver appointed in respect of any of its assets, or is subject to any proceedings under the Bankruptcy Act and Insolvency Act (Canada) or the Companies' Creditors Arrangement Act (Canada) or any laws of like import, or ceases or threatens to cease to carry on business, then such party shall be in breach of this Agreement. 11. Except as set out in Section 14, any breach of this Agreement that is not remedied by the Defaulting Party within fourteen (14) days after delivery of written notice from the Non-Defaulting Party entitles the Non-Defaulting Party to terminate this Agreement. Termination due to Default 12. If any default for which notice is received but not cured within the time stated in Section 11, this Agreement shall, at the option of the Non-Defaulting Party, terminate without any further notice, effective immediately upon expiration of the said notice period, and the Defaulting Party shall be fully liable for all costs, losses and damage incurred by the Non-Defaulting Party, and for all monies owing by the Defaulting Party under this Agreement. Indemnification 13. Each of the City and the Sponsor shall indemnify and hold harmless the other, including their respective directors, officers, employees, Council members and authorized agents, from and against any and all actions losses, damages, claims (including intellectual property claims), costs and expenses to which the party being indemnified shall or may become liable by reason of any breach, violation or non-performance by the party so indemnifying of any covenant, term or provision of this Agreement or by reason of any damage, injury or death occasioned to or suffered by any person or persons including the City or the Sponsor, as the case may be, or any property by reason of any wrongful act, 3
negligence or default on the part of the party so indemnifying or any person for whom it is in law responsible. Assignment 14. The Sponsor shall not transfer or assign this Agreement or any interest in this Agreement, either voluntarily or by operation of laws or otherwise, without the prior written consent of the City. Any attempted transfer or assignment by the Sponsor without the prior written consent of the City shall permit the City, at its option, to immediately terminate this Agreement and the Sponsor shall be fully liable for anything it owes under this Agreement, and all costs, losses and damages incurred by the City. Partnership 15. Nothing herein contained is intended or shall be construed as in any way creating a relationship of partnership, joint venture or agency between the parties. Representatives 16. The Sponsor agrees to appoint _________ (Phone: _________ , Email: _______________ ~ (the "Sponsor's Representative") to liaise with the City on all matters relating to the fulfillment of the obligations set out in this Agreement. 17. The City agrees to appoint ______________ (Phone , 905.420.4660, Email: _________ ~ (the "City's Representative") to liaise with the Sponsor on all matters relating to the fulfillment of the obligations set out in this Agreement. Notices 18. Any notice required or permitted to be given hereunder shall be in writing and may be given by serving personally or mailing same by registered mail, postage prepaid, return receipt requested, or by sending same by email or other similar form of communication to the following: to the Sponsor at: Name: Address: Title: Phone: Fax: Email: 4
and to the City at: Name: Address: One The Esplanade Title: Phone: 905.420.4660 Fax: 905.420.9685 Email: and such notice shall be sufficiently given if addressed to the party's address as set out above. Insurance 19. The City, at its sole cost and expense, shall purchase and keep in full force and effect during the Term, comprehensive general liability insurance pertaining to the City's liability to others in respect of injury, death or damage to property with coverage for any one occurrence or claim of not less than $2,000,000.00 Further Acts 20. The parties hereto agree for themselves and their successors and assigns to execute any further documents and do such further acts as may be necessary or desirable to carry out the intent of this Agreement. Governing Law 21. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Entire Agreement and Modifications 22. This Agreement contains the entire Agreement between the parties hereto in reference to the subject matter hereof and no representation, inducement, promise or agreement, oral or otherwise, not embodied herein, shall be of any force or effect. This Agreement supersedes any and all prior agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this Agreement. No change, modification or alteration of this Agreement shall be valid unless it is in writing and signed by all the parties hereto. Schedule "A" attached to this Agreer:nent forms part of this Agreement. Binding Effect 23. This Agreement shall enure to the benefit of and being binding upon the City and the Sponsor and their respective success9rs and permitted assigns. 5
Waiver 24. The failure of any party to exercise any right, power or option or to enforce any remedy or to insist upon the strict compliance with the terms, conditions and cov-enants under this Agreement shall not constitute a waiver of the terms, condi-tions and covenants herein with respect to that or any other or subsequent breach thereof nor a waiver by that party any time thereafter to require strict com-pliance with all terms, conditions and covenants hereof, including the terms, con-ditions and covenants with respect to which the party has failed to exercise such right, power or option. Nothing shall be construed or have the effect of a waiver except an instrument in writing signed by a duly authorized officer of the applica-ble party which expressly waives a right, power or option under this Agreement. Counterparts 25. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts shall be accepted in original, electronic, or facsimile form, and the parties to this Agreement adopt any signatures received by receiving facsimile or electronic mail as original signatures of the parties. General 26. The recitals to this Agreement are true in substance and fact and are incorporated herein. 27. 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. 28. 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. 29. This Agreement and any information or documents that are provided hereunder may be released pursuant to the provisions of the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.M.56, as amended. This acknowledgement shall not be construed as a waiver of any right to object to the release of this Agreement or of any information or documents. 6
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date noted herein. DATED this __ day of ______ , 2019 SIGNED, SEALED and DELIVERED: * Name: Title: Name: Title: I/We have the authority to bind the Corporation. The Corporation of the City of Pickering David Ryan, Mayor Susan Cassel, City Clerk 7
Schedule "A" Benefits [to be inserted] 8