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HomeMy WebLinkAboutPLN 20-21Report to Council Report Number: PLN 20-21 Date: April 26, 2021 From: Kyle Bentley Director, City Development & CBO Subject: Lease Agreement for Temporary Use of City Property at 3800 Sideline 32 -William F. White International Inc. – Filming Backlot -File: S-4240 Recommendation: 1.That Report PLN 20-21 from the Director, City Development & CBO regarding a Lease Agreement for Temporary Use of City Property at 3800 Sideline 32 be received for information; 2.That the City of Pickering enter into a Lease Agreement with William F. White International Inc., for the period October 1, 2021 to December 31, 2026, with the option to renew the lease for 2 additional terms of 2 years each; 3.That the Mayor and City Clerk are hereby authorized to execute the Lease Agreement between the City of Pickering and William F. White International Inc. in substantially the form as attached to this report, subject to revisions as may be acceptable to the City Solicitor and the Director, City Development & CBO; and 4.That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Summary: On December 7, 2020, Council gave approval for the City to enter into a lease agreement with a television production company, for temporary use of vacant, City owned lands located at 3800 Sideline 32. This agreement provides for the temporary use of the property to develop a filming backlot for exclusive use by that television production, with an initial term ending on September 30, 2021, and an option to renew the lease for a 2nd year, from October 1, 2021 to September 30, 2022. The current television production will continue to undertake their filming activities on the backlot until the end of the first year of their lease on September 30, 2021. However, the production company has now entered into negotiations with William F. White International Inc. (“WFW ”) for the sale of all tangible assets and temporary built form in place on the filming backlot. In turn, WFW has expressed their interest in entering into a lease agreement with the City of Pickering commencing October 1, 2021, for the purpose of managing the filming backlot for an extended period of time. WFW would continue to provide production services to the current television production, and then for other productions, until such time as the City begins implementing its plan to develop a District Park at this site. Report PLN 20-21 April 26, 2021 Subject: Temporary Filming Backlot – 3800 Sideline 32 Page 2 For this reason, the duration of the proposed lease agreement with WFW (see Lease Agreement, Appendix I), is from October 1, 2021 to December 31, 2026, with an option of 2 further renewal terms of 2 years each, providing for a potential termination date of December 31, 2030. The lease agreement would provide WFW exclusive use of the lands, for management of a filming backlot, providing service to various filming projects, as may be contracted for by WFW over the course of the term of the lease. Despite the various productions, WFW will remain the primary on-site service provider on the backlot. The City’s Director, Engineering Services has confirmed that the timing and ability to develop the site as a District Park would not be affected by either the length of time proposed by this new lease term, or the anticipated activities of this temporary filming backlot. A lease rate has been set at $30,000.00 per month +HST, payable from the commencement of the lease on October 1, 2021 to December 31, 2022. Thereafter the lease rate would be subject to an annual increase of 2 percent +HST of the annual rent of the previous year, for each successive year of the lease. Purchase of the current backlot assets and built form represents a significant investment by WFW. Should the City not enter into an agreement with WFW for use of our lands, the assets and built form would be relocated to another site by WFW. Further, the current tenant would forgo their option to renew for a 2nd year and the lands would be restored to a fallow field condition at the end of the current term of the lease in the fall of 2021. WFW is a Canadian based company with nearly 60 years of expertise in supporting the film and television industry. As a wholly owned subsidiary of Ashtead Group, trading in Canada as Sunbelt Rentals, WFW is deeply rooted in the fast growing, domestic and international media industry. WFW holds assets across Canada in Vancouver, Calgary, Mississauga, and Toronto, including the operation of over a million square feet of production space. They are a highly sought after and respected media partner, working closely with academia and trade unions to ensure the sustained, healthy growth of the Canadian film and television industry. Extending a lease to WFW aligns with the City of Pickering’s vision to increase investment and activities in our Creative Economy, while protecting these lands for future community uses. Financial Implications: William F. White International Inc. will be responsible for all costs associated with this contract, or incurred to build out, operate and maintain the temporary film backlot, including any new utility installations, or entrance works required by the City of Pickering. The City will collect revenues in the amount of $30,000.00 +HST per month, from the commencement of the term on October 1, 2021 until December 31, 2022, and thereafter with an annual increase in fees of 2 percent on the previous year, applied at the start of each remaining year of the contract. Report PLN 20-21 April 26, 2021 Subject: Temporary Filming Backlot – 3800 Sideline 32 Page 3 Discussion: Supporting the Growth of our Creative Economy The City’s Cultural Strategic Plan gives clear direction to engage in opportunities that strengthen culture-led economic growth in our community. Extending the temporary use of the lands at 3800 Sideline 32 introduces a new opportunity to work with media industry leaders, and make sustainable, long-term connections to creative industry builders. William F. White International Inc.: A P roven Partner in Media Industry Development Founded in 1963, William F. White International Inc. (WFW) is a Canadian company, and is currently held as Canada's most iconic provider of production equipment to the entertainment industry. With offices across the country, including Vancouver, Calgary, Mississauga, and Toronto, the company services productions of all sizes and stages of development from coast to coast, and houses an extensive inventory of state of the art equipment. WFW is owned by the Ashtead Group through their wholly owned subsidiary, trading as Sunbelt Rentals. The WFW group includes Whites Studios, Whites Camera, Whites Lighting & Grip, Whites Location Equipment Supply, and Whites Specialty Equipment. WFW’s family of assets currently include 9 studios totaling over a million square feet of production space nation-wide. The latest studio space includes the Century Studio in Mississauga that opened in July of 2020, (WFW’s 3rd Mississauga location). “Fortress” will be their 10th production facility and training space, and is currently under development as WFW’s newest Calgary facility. WFW brings with it a depth of expertise and innovation, critical to the support and growth of the Canadian film and media industry. Together, with Sunbelt Rentals and the Ashtead Group, they also provide a significant depth of access to global media industry stakeholders. Sustainability and Community Engagement Strategies Cornerstones of the WFW business model include the implementation of sustainable business practices and innovative green technology, and the provision of industry training and development through partnerships with local academia and trade unions. Section 10.e. of the draft Lease Agreement (see Draft Lease Agreement, Appendix I) calls for the submission of an Annual Sustainability Plan to address the management of the Pickering backlot, including, but not limited to, the implementation of energy conservation measures, responsible management and diversion of waste streams, site cleanliness to avoid litter, and green fleet practices. Section 11 of the draft Lease Agreement calls for WFW to work with the City to investigate opportunities to engage our local academia and performing arts community, for the purpose of providing on-site training, mentorship programs, or other initiatives related to development of the local film and creative arts community. Report PLN 20-21 April 26, 2021 Subject: Temporary Filming Backlot – 3800 Sideline 32 Page 4 WFW has responded by providing an overview of how they plan to address sustainability practices and provide community engagement (see WFW Backlot ESG and Community Engagement, Attachment #1). Highlights of their overview include: • a corporate wide commitment to achieving carbon neutrality by 2030 in all operations; • implementation of circular waste management strategy including re-use/donation of built form and construction waste (e.g., Habitat for Humanity); food donations to support local food banks and community outreach organizations; • reviewing the feasibility of installing an on-site solar array to reduce dependence on diesel generators; • local access to WFW’s National Grants program for Indigenous and local film makers; and • engaging local post-secondary institutions to provide access to WFW internships, mentorship programs and a college tuition program. Proposed Use of the Lands The draft Lease Agreement with WFW was built on the terms previously executed with the current tenant. In addition, WFW have asked for permission to install perimeter fencing at their cost, to provide added security and reduce potential liabilities on the site. The current built form will remain but may undergo re-facing or re-design, to suit the needs of the various productions under contract with WFW during the course of the Term. There are excess grounds on the site that may be suitable for further temporary build out. All areas requiring environmental protection have been identified by the Toronto and Region Conservation Authority and will continue to be protected. The City will continue to receive updated site plans and as-built drawings for the backlot for reference by both our Building Services Department and Pickering Fire Services. The future use of this site for a District Park is not affected by this temporary use as a filming backlot. Restoration of the site at the end of the term to a fallow field, continues to be a condition of the use of the property. Lease Term The draft Lease Agreement provides for commencement of the term beginning October 1, 2021, inclusive until December 31, 2026, plus an option for 2 additional terms of 2 years each, and an absolute end date of December 31, 2030. As with the current tenant, while exclusive use of the lands would be granted to WFW for the sole purpose of filming activities, the City would retain access to the property, for the purpose of ensuring the safe and appropriate use of our lands as needed. Report PLN 20-21 April 26, 2021 Subject: Temporary Filming Backlot – 3800 Sideline 32 Page 5 Approvals and Permits All site works will continue to be reviewed and approved by: • City of Pickering, Engineering Services, to ensure compliance with City standards as they relate to grading, topsoil management and entrance works; • Toronto and Region Conservation Authority (TRCA), to ensure the continued protection of areas identified as environmentally sensitive; and • Pickering Fire Services, to ensure emergency access and egress is maintained. All filming activities conducted on City roads will still require issuance of an approved City of Pickering Film Location Permit, together with the additional payment of the associated Film Location Permit fees. Notice must be provided to local residents and businesses regarding: • film activity, particularly filming scheduled between the hours of 9 pm and 7 am; • use of pyrotechnics, special effects that generate loud noises, use of special effects gunfire, or excessively bright lighting after 9 pm; and • storage or use of incendiary based special effects that may require a permit from Pickering Fire Services. Based on the details noted above, staff believe the temporary lease of the City lands at 3800 Sideline 32 to WFW to be a great opportunity to support the local film industry and to increase Pickering’s profile as a destination for filming activities. Accordingly, staff are pleased to recommend that the City enter into a Lease Agreement with WFW, for the period October 1, 2021 to December 31, 2026, with the option to renew the lease for 2 additional terms of 2 years each. Appendix: Appendix I Draft Lease Agreement Attachment: 1. WFW ESG and Community Engagement Report PLN 20-21 April 26, 2021 Subject: Temporary Filming Backlot – 3800 Sideline 32 Page 6 Prepared By: Catherine Hodge Senior Coordinator, Development Liaison Approved/Endorsed By: Kyle Bentley, P. Eng. Director, City Development & CBO CH:ld Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Appendix I to Report No. PLN 20-21 Draft Lease Agreement 1 PPAB 6156377v7 LOCATION AGREEMENT 1. Premises and Uses: The Corporation of the City of Pickering (the “City”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably grants to William F. White International Inc. (“User”), the exclusive use of both the real and personal property located at the premises legally described as follows: Part of Lots 33 and 34, Concession 6, being Part 4, Plan 40R -28722, City of Pickering (the “Premises”), together with access to and egress from the Premises for User’s and its Designees’ personnel, vehicles, and equipment, for the purposes of (a) erecting, maintaining, using and removing temporary sets and structures, (b) storing equipment, (c) photographing and filming the Premises, including any and all portions thereof (including, without limitation, the interior and exterior designs of the Premises, sets, structures and furniture items), (d) recording sound in connection with any such filming, and (e) any uses or purposes related or incidental to any of the foregoing (collectively, the “Uses”). The Premises is being delivered to the User on an “as is” basis and the User acknowledges having examined the Premises and being satisfied therewith. “Designees” shall mean any and all licensees, designees and other parties (including production companies) authorized by User from time to time to engage in all or any of the Uses on the Premises. User shall have the right to install, at the User’s sole cost and expense, one or more fences and gates on and around the Premises in such locations as deemed necessary by User. User shall also have the right to install and extend electrical, solar and other alternative energy lines and facilities from any adjacent right-of-way into, on, through and under the Premises in such locations as U ser may deem necessary, and the City shall diligently and in good faith cooperate with the User in connection therewith. 2. Additional Uses: The parking of production vehicles on any municipal road or use of any City facility not located on the Premises is subject to separate City permissions and associated fees. The User acknowledges that this Location Agreement does not create a real property interest in the Premises as a result of or connected in any way with the use of the Premises granted herein. The User agree that the use of the Premises pursuant to this Location Agreement shall be solely for the Uses. There shall be no further uses granted by the City to the User and permitted by this Location Agreement without the prior written consent of the City, which consent may be withheld by the City in its sole discretion. Use of the City property for filming activities outside of the Premises is subject to separate approvals, permits and associated fees. The City reserves the right to enter onto the Premises f or municipal purposes, subject to the City providing User with prior written notice and subject further that such entry shall cause no material interference to the Uses or to the activities or use of the Premises pursuant to this Location Agreement. 3. Use and Rights: User and its Designees shall have the right to photograph, record and use in any manner whatsoever any names connected with the Premises and any names, insignias, artwork, and signs located thereon and any logos, trademarks, service marks, trade dress and verbiage contained on such signs in connection with or as part of the Uses and the right to refer to the Premises by any real or fictitious name and the right to attribute any real or fictitious events as having occurred on the Premises. User and its Designees shall have the right to reproduce, exhibit, advertise, and exploit and license others to reproduce, exhibit, advertise, and exploit all of the photographs and recordings made hereunder in connection with the Uses or any matter related thereto, in any and all media, versions and forms, now known and hereafter devised, throughout the universe, in all languages, in perpetuity, and in any ancillary exploitation thereof, including, without limitation, publications, partnership marketing campaigns, soundtracks and merchandising, and in connection with any publicity and advertising, and promotion, marketing and advertising of exhibitor’s products and/or services, and including, without limitation, the right to use or authorize the use of any photographs and recordings made hereunder in other motion pictures. User and its Designees shall have the right, in their sole discretion, to alter or edit the photographs and recordings of the Premises (and any names, insignias, artwork, and signs located thereon and any logos, trademarks, service marks, trade dress and verbiage contained on such signs) in connection with any of the Uses and in any ancillary exploitation thereof. No credit need be accorded to the City in connection with any use of the Premises and/or Duplicates (as defined below). The User or its applicable Designee shall notify the City of any use of stunts, gun fire, pyrotechnics, SPFX, loud noises or filming after 11:00 pm and obtain any applicable permits as may be required. Further, the User or its applicable Designee shall make good faith reasonable efforts to notify all adjacent land owners of the occurrence of such activities on the Premises at least forty-eight (48) hours prior to the occurrence of such activities. For clarity, User shall own all sets, structures and other material and equipment located on the Premises and built/brought in by User in connection with the Uses. 4. Representation and Warranties: The City represents and warrants that the City is the registered owner of the Premises, that the City is fully authorized to enter into this location agreement (“Location Agreement”), 2 PPAB 6156377v7 that the City has the right to grant User and its Designees the right to enter and use the Premises and each and all of the rights granted herein and that no further permission or consent of any other person or entity is necessary for the City to grant User and its Designees the rights granted herein. Furthermore, the City represents and warrants that the City will take no action nor allow or permit or author ize any third party to take any action which might interfere with User’s and its Designees’ full use and quiet enjoyment of the Premises in accordance with the terms hereof; the City will maintain the Premises in useable condition for all Uses; and it is not necessary for User or any of its Designees to obtain the consent or permission of, or to pay any amounts to, any person, firm or corporation in order to enable User and its Designees to enjoy the full rights to the use of the Premises as described herein. The City also represents and warrants that the City shall not accept anything of value (except the payments payable hereunder) for promoting any product, service or company, or arranging for any person or product to appear, in any public media. 5. Term: User and its Designees may take possession of the Premises on the earlier of (i) October 1, 2021 or (ii) the date of the termination of the existing location agreement for the Premises between the City and Jack Reacher TV Productions Ltd. (the earlier of such dates being the “Commencement Date”) and may continue in possession until September 30, 2026 (the “Term”); provided that in the event that User is not in material uncured default of this Location Agreement (which default has continued for more than fift een (15) days from the date of User’s receipt of written notice thereof from the City), then User shall have the right, exercisable by written notice to the City no less than thirty (30) days prior to the expiration of the then -current Term of this Location Agreement, to extend the Term for two (2) consecutive renewal terms of two (2) years each (the “Renewal Terms”) on the same terms and conditions as set forth herein. Notwithstanding the foregoing or anything to the contrary contained in this Location Agreement, User shall have the right, in User’s sole discretion and at any time after September 30, 2024, to terminate this Location Agreement upon at least sixty (60) days’ prior written notice to the City, in which case this Location Agreement shall terminate upon the date sixty (60) days after the date of the City’s receipt of such written termination notice from User. In the event that User’s or any of its Designee’s use of the Premises is prevented or hampered by occurrences beyond User’s, such Designee’s and/or the City’s control, including without limitation, any labor controversy, strike or threat of strike, act of God, weather conditions, epidemic and/or pandemic, governmental action, regulation, or decree, or for any other customary “force majeure” r eason, including, without limitation, unavailability or failure of the showrunner, executive, director, any other production personnel or any member of the cast to perform for any reasons (including, without limitation, death, illness, incapacity, disfigur ement, failure, refusal or neglect) (collectively a “Suspension Event”), User shall have the right to suspend the Term for the duration of such Suspension Event and any period required by User or its Designee (as applicable) to resume and perform its activ ities. Neither party shall be liable for any damages caused by any delay or failure to perform the whole or any part of this Location Agreement, where such performance is made impossible or impractical due to a Suspension Event. Notwithstanding the foregoing, if the Premises are not utilized for the full period of time provided for in this Paragraph, then User will pay the City only a proportionate amount of the applicable rental fee for the Premises on such future dates. The parties acknowledge the existence of the current COVID-19 global pandemic. If production of any movie, program, television show or television commercial is prevented, suspended, or postponed by reason of (and including but not limited to): (i) a high prevalence of COVID -19 (as determined by User in its sole discretion); (ii) a COVID- 19 related government statute, regulation, or order; or (iii) the COVID -19 related absence, illness, or injury of any cast or crew member, the parties agree that any such event shall be considered a Suspension Event and that User shall have the right to extend the Term for the duration of the Suspension Event and for any period required to resume and perform the applicable activities without paying any additional fees. 6. Rental Fee and Costs: a. User shall pay rent to the City for the Premises during the Term, and any Renewal Term, as follows: (i) equal monthly payments of $30,000.00, plus H.S.T., from the Commencement Date to December 31, 2021. The first of such payments to be made on the Commencement Date or on the first day of a calendar month (if the Commencement Date is on such 1st day). If the Commencement Date is not the first day of a calendar month, the rent for such month shall be pro-rated on a per diem basis; (ii) the sum of $360,000.00, plus H.S.T., paid in equal monthly payments of $30,000.00, plus H.S.T, from January 1, 2022 to December 31, 2022; and 3 PPAB 6156377v7 (iii) for each successive year of the Term from and after December 31, 2022, or any Renewal Term, the annual rent shall increase by an amount equal to 2%, plus H.S.T., of the annual rent of the previous year of the Term or any Renewal Term. b. Rent shall be payable by the User to the City on the first day of each calendar month during the Term and any Renewal Term. b. User agrees that the cost of any relocation, extension, alteration or extraordinary maintenance of existing utilities or services that is required by User during the Term shall be the responsibility of the User. c. The User shall be responsible for any and all costs and charges which may be required or which may result from User’s use of the Premises during the Term, including but not limited to, hydro, water, maintenance, waste removal, portable washroom facilities, telephone service, security, and snow removal. d. Any necessary electrical installation, or any other installations or site works required by User during the Term shall be at the User’s sole expense. 7. Vacating: User will leave the Premises in substantially as good condition as when received by it, excepting reasonable wear and tear for the use of the Premises for the purposes herein permitted, and User will remove all of its sets, structures and other material and equipment from the Premises, unless otherwise agreed to by User. The City may, in its sole discretion, provide written request to the User at least three (3) months prior to the expiration of the Term of the City’s desire to retain all sets, structures and o ther material and equipment located on the Premises for the City purposes and User shall consider in good faith the City’s request with the terms and conditions of such retention being subject to good faith negotiations (if approved by the User). If applic able, the parties agree that User may take possession of the Premises after vacancy on one or multiple occasions for retakes, added, or new scenes on other dates and times which will be mutually determined by the parties hereto and all recordings on such d ates and times shall be included within the terms of this Location Agreement. The City agrees to assist User in making such schedule in good faith and in a reasonable manner and not so as to frustrate the purposes or renegotiate any of the terms and conditions of this Location Agreement or to impede, hinder, or delay in any manner whatsoever production, exhibition, distribution or exploitation of any movie, program, television show or television commercial or the advertising, promotion or publicity thereof. 8. Damages/Security Deposit: The City agrees to submit to User in writing, within fifteen (15) days of User vacating the Premises (and within fifteen (15) days of completion of any additional use by User of the Premises, if at all) a detailed list of all claimed property damage for which User is responsible (“Damage List”), provided, however, that if such Damage List is not provided to User by the City in accordance with the terms hereunder, then the City agrees that the Premises has been satisfactorily resto red to the Premises’ prior condition in accordance with the terms and conditions of this Location Agreement. User shall have the right to inspect the alleged damage. In the event that any actual and verifiable damage to the Premises is caused directly by U ser’s use of the Premises, User agrees to pay for all necessary repairs. Upon the full execution of this Location Agreement, the User shall provide the City with a refundable security deposit in the amount of $100,000 (CAD). The security deposit will be he ld by the City to secure against any verified and unrepaired damage to the Premises caused by the User as indicated on the Damage List. If the City determines that no damage has been caused to the Premises or fails to provide the Damage List within the time period set forth above, the security deposit shall be returned by the City to the User within thirty (30) days of the User vacating the Premises. 9. Indemnification: User will indemnify and hold the City harmless from and against any liabilities, losses, claims, demands, damages or injury (including death) costs (including without limitation reasonable outside attorneys’ fees) and expenses arising in connection with (a) any breach or alleged breach by User of this Location Agreement (except with respect to matters for which the City indemnifies User) or of any of User’s representations or warranties contained herein; or (b) User’s use of the Premises (except with respect to matters for which the City indemnifies User). The City will indemnify and hold harmless User and all parent, sister and related entities of User, all Designees, successors, assigns of User, all distributors, exhibitors, stations, sponsors and advertising agencies of any program incorporating any audio and video recordings taken on or of the Premises, and all of the officers, directors, agents, employees and shareholders of each of the foregoing from and against any liabilities, losses, claims, demands, 4 PPAB 6156377v7 costs (including without limitation reasonable outside attorneys’ fees) and expenses arising in connection with any act or omission of the City’s employee, agents, and/or contractors, in relation to this Location Agreement or occurring on the Premises, or any breach or alleged breach by the City of this Location Agreement or of any of the repr esentations or warranties contained herein. 10. Environmental Compliance and Indemnification: a. The User shall not store, bring in or permit the presence of any “Environmental Contaminant” (which includes any hazardous or toxic substances or materials, including, without limitation, products of waste, contaminants, pollutants, dangerous substances, noxious substances, toxic substances, hazardous wastes, flammables, explosives, radioactive materials, asbestos, lead paint, PCBs, urea formaldehyde foam insulation, r adon gas, chemicals known to cause cancer or reproductive toxicity, and any other substances or materials declared or defined to be hazardous, toxic, contaminant or pollutant in or pursuant to any law or any authority) in or on the Premises, except if such is required for any of the Uses, and then only if in strict compliance with all laws and requirements of all relevant authorities, including, without limitation, environmental laws, occupational health and safety laws, regulations, requirements, permits a nd by-laws. b. If the User shall bring or create upon the Premises any Environmental Contaminant contrary to the terms of this Location Agreement, then such Environmental Contaminant shall be and remain the sole property of the User and the User shall remove same, at its sole cost and expense as soon as directed to do so by any authority, or if required to effect compliance with any environmental laws, or if required by the City. If any such Environmental Contaminant is not removed forthwith by the User, the City shall be entitled, but not required, upon reasonable prior written notice to User, to remove the same on the User’s behalf, and the User shall reimburse the City for the cost and expense thereof. c. In addition to and without restricting any other obligations or covenants herein, the User covenants that it will: i. comply in all respects with all environmental laws relating to the Premises or use thereof; ii. promptly notify the City in writing of any notice received by User by any authority alleging a possible violation of or with respect to any other matter involving any environmental laws relating to the Premises, or any notice received by User from any party concerning any release or alleged release of any Environmental Contaminant from the Premises; and iii. promptly notify the City of the existence of any Environmental Contaminant on the Premises to the extent released, deposited, placed or used upon the Premises in violation of applicable laws by the User or any person for whom the User is responsible in law. d. In addition to and without restricting any other obligations or covenants contained herein, the User shall indemnify and hold the City harmless at all times from and against all losses, damages, penalties, fines, costs, fees and expenses (including reasonable outside attorneys’ fees and expenses) resulting from: i. any breach of or non-compliance with the foregoing environmental covenants of the User; and ii. any legal or administrative action commenced by or claim made or notice from any third party, including, without limitation, any authority, to or against the City, arising from the introduction of Environmental Contaminants onto, or the release of Environmental Contaminants from, the Premises by the User or those for whom the User is responsible in law. e. The User shall provide the City with an Annual Sustainability Plan that addresses management of the Premises, including, but not limited to, the potential for energy conservation measures, responsible management and diversion of waste streams, site cleanliness to avoid litter, and green fleet practices. 5 PPAB 6156377v7 11. Community Engagement: With the assistance of the City, the User shall consider opportunities to engage with local educational institutions and the performing arts commu nity, for the purpose of providing on-site training or mentorship programs related to the film industry. 12.Insurance: a.At the User’s expense, the User shall maintain the following insurance at all times throughout the Term: i.commercial general liability insurance for all liability arising out of bodily injury (including death) and property damage, such insurance to be for not less than $5,000,000.00 per occurrence or loss, naming the City as an additional insured under such policy; and ii.automobile insurance for not less than $2,000,000.00 per occurrence or loss. b.The insurance policy shall state that the policy will not be altered, cancelled or allowed to lapse without thirty (30) days prior notice to the City. The User shall deliver to the City upon the execution of this Location Agreement, a certificate of insurance in a form reasonably satisfactory to the City confirming such insurance coverage. 13.Breach/Remedies: The City acknowledges that, in the event of a breach of this Location Agreement by User or any third party (including any Designee), the damage, if any, caused to the City thereby will not be irreparable or otherwise sufficient to entitle the City to seek or obtain injunctive or other equitable relief. The City acknowledges that the City’s rights and remedies in any such event will be strictly limited to the right, if any, to recover compensatory monetary (but not punitive or consequential) damages in an action at law, and the City will not have the right to rescind or terminate this Location Agreement or any of User’s rights hereunder, nor the right to enjoin the production, exhibition or other exploitation of any audiovisual program, motion picture or other production, or any subsidiary or allied rights with respect thereto, nor will the City have the rig ht to terminate the City’s services or obligations hereunder by reason of such breach. The User shall have thirty (30) days from receipt of such notice to remedy any breach in the manner specified by the City (or such additional time as is agreed to by the City (acting reasonably and in good faith) to be reasonably necessary to remedy any such breach). 14.Duplicates: The City hereby grants User and its Designees the right to construct duplications of the Premises, including without limitation, any names, insignias and signs located thereon and any logos, trademarks, service marks, trade dress and verbiage contained on such signs at or on the Premises (the “Duplicates”) and to use the Duplicates and all photographs and sound recordings made hereunder in any mann er or in merchandising or filming, and to exhibit the Duplicates and all photographs and sound recordings made hereunder in any and all media, versions and forms, now known and hereafter devised, throughout the universe, in all languages, in perpetuity, including all promotion, advertising and publicity for User, its Designees and licensees, and any other companies in any manner affiliated with User or any Designee. The City further agrees to cooperate fully with User and its Designees in connection with the City’s grant of rights contained herein. 15.Rights in Photography: All rights of every kind in and to all photographs and sound recordings made hereunder and the Duplicates shall be owned by User and its Designees, licensees, successors, and assigns, and neither the City nor any other party now or hereafter having an interest in the Premises shall have any right of action against User or any Designee or any other party arising out of, or in connection with, any use of said photographs or sound recordings or the Duplicates. The City releases User and all parent, sister and related entities of User, all Designees, all licensees, successors, assigns of User, all distributors, exhibitors, stations, sponsors and advertising agencies of any program incorporating any audio and video recordings taken on or of the Premises, and all of the officers, directors, agents, employees and shareholders of each of the foregoing from any and all claims, demands, causes of action of any kind or nature whatsoever, and costs arising from or related to the Premises and any of the use of the recordings made on the Premises as contemplated herein, including, without limitation, claims for trade libel, defamation, invasion of privacy, copyright infringement, and trademark infringement and/or dilution. Neither User nor its Designees, licensees, successors and assigns will be obligated to make any actual use of any photography, re cordings, depictions or other references to the Premises hereunder in any audiovisual program, motion picture or otherwise. 6 PPAB 6156377v7 16. Assignment: User shall have the right, from time to time in User’s discretion, to sublicense, grant and/or assign all or a portion of its rights and obligations hereunder without the consent of the City or any other party; provided, however that User shall remain secondarily liable for all obligations on User’s part to be performed hereunder unless such assignment is to a person, firm or corporation acquiring a substantial portion of User’s stock and/or assets, or to a major or so-called “mini-major” production or distribution company, U.S. national television network, digital media distributor, major record company, major music publisher or any other financially responsible third party and such assignee agrees to be bound by the terms and condit ions of this Location Agreement, in which case, User shall be relieved of its obligations hereunder. 17. Confidentiality: Except as otherwise authorized by User and/or the telecaster or other exhibitor of the Program, the City shall not (and shall not authorize others to) publicize, advertise or promote the appearance of the Premises in any movie, program, television show or television commercial made or produced by User or any of its Designees. The City acknowledges and understands the valuable and proprietary nature of any such movie, program, television show or television commercial and any information the City obtains or learns as a result of User’s or any Designee’s use of and filming the Premises, including but not limited to information and photographs regarding the User, the Designees, and any movie or program participants, the set, storylines, premise and concept and methods of production shall be considered “Confidential Material”. The City further acknowledges that the City may not disclose such Confidential Material to any third parties by any means, including, without limitation, via social media outlets such as Facebook, Instagram, TikTok, YouTube, Snapchat and Twitter, unless such information is already in the public domain or is required by law. Further, the City shall not use any name, logo, any movie or program title, trademark or other proprietary mark of User or of its Designees or assigns in any manner. The City is strictly prohibited from taking any photographs or making any recordings of any kind of the activities of User and its Designees (including, without limitation, the cast, crew, and/or the sets). The City agrees that any violation of the foregoing provisions shall constitute and be treated as a material breach of this Location Agreement, which will cause irreparable harm to User, its applicable Designee and/or the telecaster or other exhibitor of the Program entitling User to seek or obtain injunctive and other equitable relief (without posting bond) to prevent and/or cure any breach or threatened breach of this Paragraph by the City. In addition, the City shall abide by any security, confidentiality and/or social media policies provided by User or any Designee or exhibitor in writing. 18. Rules and Regulations: a. The User and its Designees shall abide by all fire, public health, safety and building regulations and ordinances and conform with the requirements of all municipal, provincial and feder al laws, by-laws and regulations in relation to their respective use of the Premises, and obtain and pay for all necessary licences and permits, and shall not do or suffer to be done anything to the Premises or any part thereof in violation of such laws, ordinances, rules, by-laws and regulations. If the attention of the User is called to any such violation, the User shall immediately remedy (or cause to be remedied) such violation. In the event the User fails to remedy (or cause to be remedied) any such violation which is material and if such violation continues beyond the applicable notice and cure period, the City may, it its sole discretion, order the User to discontinue the use of the Premises until such time as the violation is remedied. b. The User or its Designee shall be responsible, at is sole cost, for the provision of any and all safety, fire protection equipment and control requirements for the filming activities. c. The User certifies that it is aware of its duties and obligations under the Occupatio nal Health and Safety Act, R.S.O. 1990, c.O.1, as amended, and shall ensure that its employees, contractors, subcontractors and their employees are aware of their respective duties and obligations under the Act and have sufficient knowledge and training to perform all works and services safely and in compliance with the Act. The User shall rectify (or cause to be rectified) any unsafe act or practice and any non-compliance with the Act immediately upon being notified by any person of the existence of such act, practice or non-compliance. The User shall indemnify and save harmless the City, i. from any loss, inconvenience, damage or cost to the City which may result from the User or any of its employees, contractors, subcontractors and their employees failing to act safely or to comply in all respects with the Act in the performance of any works, services or activities on the Premises; and 7 PPAB 6156377v7 ii.against any action, claim or costs related thereto, brought against the City by any person arising out of any unsafe act or practice or any non-compliance with the Act by the User, any of its employees, contractors, subcontractors and their employees in the performance of any works, services or activities on the Premises. d.The User shall abide by the Health and Safety regulations under Section 21 of the Film and Television Health and Safety Advisory Committee of the Ontario Ministry of Labour, Training and Skills Development. e.Upon execution of this Location Agreement, the User shall provide (or cause its applicable Designees to provide) proof of a Workplace Safety and Insurance Board (WSIB) “Clearance Certificate” stating that the User’s employees, including agents, contractors and consultants, have adequate WSIB coverage/protection. f.Notwithstanding anything the contrary in this Paragraph 18, it is agreed and understood that the City has waived building permits and in lieu thereof, User has provided the City with their drawings with an engineer’s seal. 19.Notices: a.Any notices to be given or required under this Location Agreement shall be in writing and sent by personal delivery, electronic transmission (email), national overnight delivery service or by ordinary prepaid mail to the following addresses: to the User at: Address: William F. White International Inc. 800 Islington Avenue Toronto Ontario M8Z 6A1 Attention: RICK PEROTTO and to the City at: Pickering Civic Complex, One The Esplanade, Pickering, ON L1V 6K7 Attention: City Clerk Fax No.: 905.420.9685, or by email : clerks@pickering.ca b.The parties may designate in writing to each other a change of address at any time. Notice by mail shall be deemed to have been received on the fifth (5th) business day after the date of mailing, and notice by personal delivery or electronic transmission (email) shall be deemed to have been receive d at the time of the delivery or transmission. In the event of an interruption in postal service, notice shall be given by personal delivery or electronic transmission (email) 20.Miscellaneous: a.The User agrees to contact and enter into any required agreements, if applicable, with the Toronto and Region Conservation Authority (TRCA) at no cost to the City. b.The City will duly execute and deliver (or procure the due execution and delivery to User) any additional documents which User may reasonably require to evidence its rights hereunder. c.Nothing contained herein shall be deemed or construed by the User or the City, nor by any third party, as creating the relationship of principal and agent, landlord and tenant, partnership or of joint venture between the User and the City. d.The User hereby agrees to keep title to the Premises, including every part thereof, free and clear of any lien, encumbrance or security interest or notice thereof. The User shall discharge all claims for lien and vacate all certificates of action filed with the City or registered on title to the Premises as a result of the User’s failure 8 PPAB 6156377v7 to pay for any materials, work or service within thirty (30) days of being requested to do so by the City. The User shall not enter into any agreements for the Premises which would run with the Premises and become an obligation of the City upon termination or expiration of this Location Agreement. e.The User shall not have the right to register this Location Agreement or notice thereof against title to the Premises f.This Location Agreement shall be governed by and interpreted pursuant to the laws of the Province of Ontario and the laws of Canada applicable therein. g.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 covenants under this Location Agreement shall not constitute a waiver of the terms, conditions 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 compliance with all terms, conditions and covenants hereof, including the terms, conditions 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 applicable party which expressly waives a right, power or option under this Location Agreement. h.This Location Agreement will enure to the benefit of and will be binding upon the parties’ respective affiliates, successors, licensees, assigns, heirs and representatives. This Location Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject mat ter hereof and cannot be amended except by a written instrument signed by the parties hereto. If any provision of this Location Agreement is adjudged to be void or unenforceable, same shall not affect the validity of this Location Agreement or of any other provision hereof. The City gives to User the foregoing grant of rights, consent and authority with the full knowledge and understanding that User will incur substantial expense in reliance thereon. In addition to any of its other rights or remedies allowed by law or equity pursuant hereto or otherwise, including, without limitation, consequential damages, User will be entitled to seek injunctive relief in the event of any breach of the City of its representations, warranties and agreements hereunder. This Location 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 facsi mile form, and the parties to this Location Agreement adopt any signatures received by receiving facsimile or electronic mail as original signatures of the parties. [signature page follows] 9 PPAB 6156377v7 ACCEPTED AND AGREED TO: The Corporation of the City of Pickering (the “City”) By: David Ryan Its: Mayor By: Susan Cassel Its: City Clerk Dated: William F. White International Inc. (“User”) By: Its: Dated: Attachment #1 to Report PLN 20-21 WILLIAM F. WHITE INTERNATIONAL INC. AND ESG Within the Canadian flm and television producion indusry, William F. White International Inc. (WFW) is recognized as a leader in the movement to create and promote a more environmentally susainable flm and television producion indusry. We are the frs indusry sakeholder to publicly commit to meaningful carbon reducion targets within our operations (to achieve carbon neutrality by 2030) and will achieve this goal through a comprehensive energy retroft of our facilities, a robus wase management initiative tasked with achieving zero wase to landfll by 2025, and a commitment to new technology that will help us eliminate emissions from the producs we rent to our clients. Once we assume management, we anticipate that “The Backlot” will provide a fantasic, high profle opportunity to apply the principles of circular wase management. Rather than have consrucion wase simply end up in landfll, we will work with tenants to design for deconsrucion, so that materials that can be salvaged are reused or donated to the community (Habitat for Humanity, e.g.), or in the wors case, properly recycled where possible. We will work with all tenants to ensure that food donations are an integral part of their wase management srategy and will build on the tremendous success we have had working with Second Harves. Finally, in an efort to cut emissions created at the Backlot, we plan to work closely with the utility Elexicon Energy to invesigate opportunities to reduce the need for diesel generators, up to and including assessing the feasibility of insalling an onsite solar array to provide power that could recharge producion batery packs and provide clean power to producion. © 2021 William F. White International Inc. WILLIAM F. WHITE INTERNATIONAL INC. AND COMMUNITY ENGAGEMENT For over 50 years, William F. White International Inc. (WFW) has taken a keen interes in sharing our knowledge and experience in the motion picure indusry with young flmmakers. It is with great pride that we help nurture their careers so that they may grow to be award-winning cinematographers, direcors, writers, or technicians. Through our National Grants program, we are able to donate in-kind equipment that sudent flmmakers can use to take their assignments to the next level. We pride ourselves in our internship and mentorship programs across the country from Vancouver to Halifax. We will resond in the same manner for sudents in local educational insitutions in the City of Pickering and surrounding area. Through our pos-secondary scholarship program, created to celebrate the memory of academy award-winning cinematographer and friend of WFW, Vilmos Zsigmond, we have helped make college tuition for talented recipients into an obtainable goal. We have worked with local colleges for many years, providing tours of our 340,000-sf facility located in Etobicoke and demonsrating the workings of one of the world’s larges flm lighting inventories. We plan to continue this tradition of creating opportunities for sudents in the local flm indusry for years to come. We are excited to be a part of Pickering’s community and we equally look forward to sharing our experiences with “The Backlot” with the next generation of young flmmaking professionals. © 2021 William F. White International Inc.