HomeMy WebLinkAboutCS 11-17 .ty6Report to
nn1CKER1NG Executive Committee
Report Number: CS 11-17
Date: June 5, 2017
From: Marisa Carpino
Director, Community Services
Subject: Don Beer Arena Parking Lot
- Licence Renewal Agreement
- File: A-1440
Recommendation:
1. That the Mayor and City Clerk be authorized to execute a licence renewal agreement with
the Minister of Infrastructure — Hydro One Networks Inc. set out in Attachment 1 for a further
5 year term, commencing March 1, 2017 and ending on February 28, 2022, subject to minor
revisions as may be required by the Director, Community Services and the Director,
Corporate Services & City Solicitor.
2. That the appropriate officials of the City of Pickering be authorized to take the necessary
actions as indicated in this report.
Executive Summary: The City of Pickering entered into a licence agreement with the
Minister of Infrastructure — Hydro One Networks Inc. on June 6, 1990 respecting the property
located in Part of Lots 19 and 20, Concession Broken Front, Range 3, Geographic Township of
Pickering (also known as the Don Beer Arena Parking Lot). This agreement has been extended
for consecutive renewal terms since that time but expired on December 1, 2016.
The Minister of Infrastructure — Hydro One Networks Inc. is in agreement to extend the licence
agreement for a period of five years, commencing on March 1, 2017 and ending on February 28,
2022.
Financial Implications: Under the existing agreement the City is responsible for annual rent in
the amount of$36,855 (plus HST), the full cost of maintenance of the lands for the purpose of
vehicle parking associated with the Don Beer Arena, and for paying the annual taxes of
approximately $4,795 (plus HST), or other similar charges levied against the lands.
Discussion: The City of Pickering entered into the most recent licence agreement
with the Minister of Infrastructure — Hydro One Networks Inc. on August 28, 2009 respecting the
property located in Part of Lots 19 and 20, Concession Broken Front, Range 3, Geographic
Township of Pickering (also known as the Don Beer Arena Parking Lot). The land is located
within the hydro corridor adjacent to the Don Beer Arena and runs through the parking lot, as
illustrated on the location map (Attachment 2).
CS 11-17 June 5, 2017
Subject: Don Beer Arena Parking Lot— Licence Renewal Agreement Page 2
This agreement has been extended for consecutive renewal terms since that time but expired on
December 1, 2016. In order for the City of Pickering to continue providing vehicular parking for
Don Beer Arena users, a further licence renewal agreement (subject to minor revisions as may be
required by the Director, Community Services and the Director, Corporate Services & City,
Solicitor) is required.
The Director, Community Services recommends that a licence renewal agreement for a five year
term (March 1, 2017 to February 28, 2022) be entered into, and that the Council of the City of
Pickering authorize the Mayor and City Clerk to execute the agreement in its final form.
Attachments:
1. Licence Renewal Agreement
2. Location Map
•
Prepared/Approved/Endorsed By:
•
Marisa Carpino
Director, Community Services
:mc
Recommended for the consideration
of Pickering City Council
U J 1 ! ; � Zot7
Tony Prevedel, P.Eng.
Chief Administrative Officer
CORP0227-07/01 revised
-ATTACHMENT# TO REPORT#GS I H
- I1'
HYDRO CORRIDOR Licence of Land August,2016
LICENCE OF LAND
BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by THE MINISTER OF INFRASTRUCTURE
(hereinafter called the"Licensor")
-and
THE CORPORATION OF THE CITY OF PICKERING
(hereinafter called the"Licensee")
RECITALS:
A. The Licensor (previously the Minister of Economic Development, Employment and
Infrastructure) is the owner in fee simple of certain lands located in the City of Pickering,in the
Regional Municipality of Durham, described as Part of Lots 19 and 20, Concession Broken .�
Front,Range 3,Geographic Township of Pickering and shown measuring 2.34 acres outlined in
yellow on the sketch attached hereto as Schedule"A"(hereinafter referred to as the"Lands")
B. The Licensee acknowledges that the fee simple interest in the Lands was transferred to
Her Majesty the Queen in right of Ontario pursuant to section 114.2(1) of the Electricity Act,
1998, S.O. 1998,c:15,Sched.A,as amended(the"Electricity Act")and that pursuant to section
114.5(1) of the Electricity Act, Hydro One Networks Inc. has the right to use the Lands to
operate a Transmission System or Distribution System.
C. Her Majesty the Queen in right of Ontario confirms that an authorized signing officer of
Ontario Infrastructure and Lands Corporation("OILC")has the authority to execute this Licence
on behalf of Her Majesty the Queen in right of Ontario, and Her Majesty the Queen in right of
Ontario and OILC are and shall be bound by all the Licensor's covenants, representations and
warranties as provided herein.
D. The Licensee has offered to purchase for consideration a Licence to use the Lands,
together with all existing facilities of ingress and egress for the Lands,for the purpose of parking
of roadworthy vehicles in conjunction with users of Don Beer Arena only (hereinafter the
"Use"). .
IN CONSIDERATION of the mutual covenants hereinafter set forth and other good and
valuable consideration,the Licensor and Licensee hereto agree as follows:
Definitions:
1. As used in this Licence,the following terms shall have the following meanings:
(a) "Authority.' means any governmental authority, quasi-governmental authority,
agency, body or department whether federal, provincial or municipal, having
jurisdiction over the Lands,or the use thereof.
(b) "Business Day" means any day on which the Government of Ontario normally
conducts business.
(c) "Distribution System" shall have the same meaning as defined in the Electricity
Act and for the purpose of this Licence includes any part of a Distribution System
located on the Lands.
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(d) "Environmental Contaminant"means(i)any substance which,when it exists in
a building or the water supplied to or in a building, or when it is released into a
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 a building or any part
thereof, or to the natural environment or material risk to human health, and
includes, without limitation, any flammables, explosives, radioactive materials,
asbestos, lead paint, PCBs, fungal contaminants (including 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(ii)
any substance declared to be hazardous or toxic under any Environmental Laws
now or hereafter enacted or promulgated by any Authority, or (iii) both (i) and
(ii).
(e) "Environmental Laws" - means any federal, provincial or local law, statute,
ordinance, regulation, policy, guideline or order and all amendments thereto
pertaining to health, industrial hygiene, environmental conditions or
Environmental Contaminants, including, without limitation, the Environmental
Protection Act, R.S.O. 1990, c. E.19, the Environmental Assessment Act, R.S.O.
1990, c. E.18, the Ontario Water Resources Act, R.S.O. 1990, c. 0.40, the
Occupational Health and Safety Act, R.S.O. 1990,c.0.1,the Safe Drinking Water
Act, 2002, S.O.2002, c.32, and applicable air quality guidelines, as such statutes,
'regulations and guidelines may be amended from time to time.
(f) "Licensee"includes the successors and permitted assigns of the Licensee.
(g) "Licensor" includes Her Majesty the Queen in right of Ontario, Ontario
Infrastructure and Lands Corporation and the successors and permitted assigns of
the Licensor.
(h) "Permittee" means any existing or contemplated tenant, subtenant, invitee,
licensee, permittee,mortgagee, grantee, security holder or other person including
any competent authority.
(i) "Transmission System"shall have the same meaning as defined in the Electricity
Act and for the purpose of this Licence includes any part of a Transmission
System located on the Lands.
Grant of Licence,Term and Fees
2. The Licensor hereby grants permission to the Licensee, on a non-exclusive basis,to use
the Lands together with all facilities of ingress and egress for the purpose of the Use for a
term of five (5) years commencing on the 1st day of March, 2017 (the "Term"), and
subject to the terms and conditions set out in this Licence and which the Licensee hereby
accepts and agrees to perform and abide by.
3. For the permission granted herein,the Licensee shall pay to the Licensor a Licence Fee in
the sum of Thirty-six thousand eight hundred and fifty-five dollars($36,855.00),plus all
applicable taxes,payable annually in advance on the first day of March every year during
the first five(5)year period of the said Term.
4. (a) The Licensee shall pay to the Licensor within thirty (30) days of written
demand,in addition to any other monies payable hereunder during the term of this
Licence or any extension thereof,an amount equal to Seventy-Five percent(75%)
of the amount which the Licensor, in its sole and absolute discretion, but acting
reasonably, determines represents the reasonable allocation or assessment of
annual realty taxes or grants and/or payments in lieu thereof applicable to the
Lands as owned by the Licensor and used by the Licensee pursuant to this
Licence for the purposes stated herein.
•
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(b) The Licensee shall also pay to the Licensor within thirty (30) days of written
demand, in addition to any other monies payable hereunder during the Term of
this Licence or any extension thereof, any additional taxes, grants, rates, fees or
other assessments or payments in lieu thereof that the Licensor, in its sole and
• absolute discretion, but acting reasonably, determines represents the reasonable
allocation or assessment of such charges or levies applicable to the Lands as
owned by the Licensor and used by the Licensee pursuant to this Licence for the
purposes stated herein and attributable to the Use.
5. The Licensee agrees that at the Licensor's option,the method of payment for the Licence
Fee shall be by Pre-Authorized Debit Payment directly to the Licensor's bank account as
specified from time to time, and further the Licensee shall provide, in addition to this
agreement, a duly executed Payor's Authorization for Pre-Authorized Debit form
containing all required information to initiate this method of payment for the Term of this
Licence and any renewals thereof.
6. The Licensee shall pay all applicable taxes on any and all payments,if required by law.
7. If the Licensee overholds after the expiration of the Term of this Licence and the
Licensor thereafter accepts the Licence Fee for the said period of overholding, the
Licensee shall hold the Lands as a monthly tenant only, at a rate equal to 125% of the
Licence Fee payable during the last month (or last year whichever is applicable) of the
Term but subject in all other respects to the terms and conditions of this Licence and the
Licence shall be terminable by the Licensor on thirty(30)days prior written notice.
Use of Lands
8. The permission granted herein does not confer any rights in regard to any lands and
roadways which are not under the Licensor's jurisdiction and control.
9. (a) The Licence is subject to the primary right of Hydro One Networks Inc.to use the
Lands to operate a Transmission System or Distribution System pursuant to
section 114.5(1) of the Electricity Act, to the subsurface easement in favour of
Hydro One Telecom Inc.and to all leases,subleases,easements,licences,permits,
rights of use or occupation, secondary uses or other rights now existing or
hereafter renewed or extended or entered into by the Licensor or Hydro One
Networks Inc., and despite anything to the contrary, it is agreed that the Licensor
and Hydro One Networks Inc. hereby reserve the unrestricted right in their sole
discretion without any claim or compensation to the Licensee,to renew, extend,
issue or grant such rights aforesaid on terms and conditions entirely satisfactory to
the Licensor or Hydro One Networks Inc.
(b) For the sake of clarity, and in no way limiting anything in clause 9(a), the
Licensee explicitly acknowledges and agrees that Hydro One Networks Inc. has
first priority to use the Lands for the purposes of transmission and/or distribution
and that this Licence is subordinate to that prior and primary right of Hydro One
Networks Inc.
10. The Licensee acknowledges that no representations or warranties have been made by the
Licensor, or anyone acting on its behalf, as to the condition of or title to or the use or
zoning of or with respect to any other matter or thing in connection with the Lands or as
to the performance of any parts thereof or as to the presence or absence of hazardous
substances on the Lands including,without limitation,urea formaldehyde foam insulation
and any Environmental Contaminant. The Licensee acknowledges that the Lands are
licensed on an"as is,where is"basis and without any representation,warranty,covenant,
or condition as to title,description,fitness for purpose,or use,zoning,physical condition,
environmental condition, soil condition, quantity or quality thereof or in respect of any
other thing whatsoever and the Licensee shall complete the Term of this Licence or any
extension thereof without abatement of the Licence Fee or any other claim in respect of
the Lands or the use thereof. The Licensee acknowledges and agrees that the Licensor
shall not be required to undertake any work whatsoever with respect to the Lands.
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11. If any part of the Lands is used for surplus parking or parking for motor vehicles which is
not intended to satisfy any requirements of the Municipal Zoning By-Law with respect to
the Licensee's use of its lands and if at any time during the term of this Licence the
parking of motor vehicles becomes coverage parking or parking which is necessary to
satisfy any requirement of the Municipal Zoning By-Law,then this Licence will become
null and void and the use of the Lands will be subject to new documentation and
renegotiation of the Licence Fee:
Licensee's Covenants
12. The Licensee shall, except in the case of emergency, before commencing any work
authorized by this Licence or intended so to be, give to the Licensor 3 consecutive
Business Days prior written notice,and in cases of emergency such previous notice as is
reasonably possible, and during any construction work, repair and maintenance, the
Licensor and/or Hydro One Networks Inc.may have its/their representatives present,for
whose time and necessary expenses the Licensee shall pay on presentation of invoices
therefor.
13. The Licensee shall comply with all provisions of law, including, without limitation, all
federal and provincial legislative enactments, municipal by-laws and any other
governmental or municipal by-laws, regulations and orders that relate to the Lands, the
Licence or the exercise of any of the rights or obligations in the Licence herein granted.
14. The Licensee shall comply with the design standards of Hydro One Networks Inc.,
Canada Standards Association Standard C-22.3, the "Safety Rules and Standard
Protection Code"of Hydro One Networks Inc., The Occupational Health and Safety Act,
R.S.O. 1990 and any amendment thereto and any regulations passed thereunder when
using heavy equipment during any construction or maintenance.
15.
•
(a) The Licensee shalluse its continuing efforts to ensure that it shall not, except as
expressly permitted by this License: (i) use or permit to be used any part of the
Lands for any dangerous, noxious or offensive activity; and (ii) do or bring
anything or permit anything to be done or brought on or about the Lands which
the Licensor may reasonably deem to be hazardous or a nuisance to any other
Licensee on the Lands, if applicable, or any other persons permitted to be on the
Lands.
(b) The Licensee shall not store,bring in or permit the presence of any Environmental
Contaminant in or on the Lands except if such is required for the Licensee's use of
the Lands as permitted by this License, and then only if the Licensee is 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 and by-laws.
(c) If the Licensee shall bring or create upon the Lands, any Environmental
Contaminant contrary to the terms of this Agreement, then such Environmental
Contaminant shall be and remain the sole property of the Licensee and the
Licensee 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 Licensor and/or Hydro One Networks Inc. If any such
Environmental Contaminant is not removed forthwith by the Licensee, the
Licensor shall be entitled,but not required,to remove the same on the Licensee's
behalf, and the Licensee shall reimburse the Licensor for the cost and expense
thereof.
(d) In addition to and without restricting any other obligations or covenants herein,
the Licensee covenants that it will:
(i) comply in all respects with all Environmental Laws relating to the Lands
or the use thereof;
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(ii) promptly notify the Licensor in writing of any notice by any Authority
alleging a possible violation of or with respect to any other matter
involving any Environmental Laws relating to the Lands,or relating to any
person on or about the Lands for whom the Licensee is in law responsible,
or any notice from any other party concerning any release or alleged
release of any Environmental Contaminant from the Lands;
(iii) promptly notify the Licensor of the existence of any Environmental
Contaminant on the Lands to the extent released,deposited,placed or used
upon the Lands by the Licensee or any person for whom the Licensee is
responsible in law;and
(iv) provide the Licensor and Hydro One Networks Inc. with copies of all
environmental studies and reports that it possesses or enters into
respecting the Lands.
16. In addition to and without restricting any other obligations or covenants contained herein,
the Licensee shall indemnify and hold the Licensor and Hydro One Networks Inc.
harmless at all times from and against any and all losses,damages,penalties,fines,costs,
fees and expenses(including legal fees on a solicitor and client basis and consultants'fees
and expenses)resulting from:
(a) any breach of or non-compliance with the foregoing environmental covenants of
the Licensee; and
(b) 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
Licensor and/or Hydro One Networks Inc., arising from the introduction of
Environmental Contaminants onto,or the release of Environmental Contaminants
from, the Lands by the Licensee or those for whom it is responsible in law,
including any and all costs associated with air quality issues.
17. The Licensee shall not in any way use or trespass on any Licensor's lands adjoining the
Lands.
18. The Licensee shall not pile snow on the Lands or any of the lands adjoining the Lands
which would result in piles exceeding two metres(6.5 ft.) in height or being closer than
eight metres (26.2 ft.) from any of Hydro One Networks Inc.'s Transmission System or
Distribution System. In the event of the Licensee acting in breach of this condition, the
Licensor may remove any such pile,and the Licensee shall pay to the Licensor forthwith
upon demand all costs of the Licensor for the removal of any such pile of snow.
19. The Licensee, at its own expense, shall remove snow and ice from any public walkway
abutting or included in the Lands,if such removal is required by any municipal by-law.
20. The Licensee shall grade and resurface the Lands, provide suitable drainage and
designate areas within the Lands for access, ingress and egress, all at its own expense,in
order to properly maintain and operate the Lands for the Use.
21. The construction or location of all improvements and structures and the grading and
planting of trees on the Lands is subject to the prior written approval of the Licensor and
Hydro One Networks Inc.
22. In the event the Licensor considers it necessary that fences or barriers be installed or any
part or parts of the perimeter of the Lands or around any of the Licensee's installations,
the Licensee shall install such fences or barriers at its expense according to the
specifications of the Licensor or Hydro One Networks Inc.
23. The Licensee covenants and agrees that the Licensee, its uses, works, installations,
equipment, improvements, property and Permittees shall not in any way interfere with,
obstruct, delay or cause any damage or inefficiencies to any works of the Licensor or of
the Licensor's Permittees, or to the Transmission System or Distribution System of
Hydro One Networks Inc. now or hereafter constructed or contemplated on, in or in
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respect of all or any portion of the Lands from time to time, and without limiting the
generality of the foregoing,the Licensee shall ensure that the height of any vehicle, load
or other object, including attachments, or people standing thereon near Hydro One
Networks Inc.'s Transmission System or Distribution System does not exceed 4.115 m
(13.5 ft.)above the existing grade.
24. (a) The Licensee shall maintain the Lands and any of the Licensee's installations •
thereon in a neat and tidy condition satisfactory to the Licensor.
(b) Upon termination of this Licence, the Licensee at its own expense shall remove
any of its installations and facilities from the Lands and restore the Lands to a
condition satisfactory to the Licensor,unless notified in writing by the Licensor to
the contrary. If the Licensor provides such written notice to the Licensee, all
improvements to the Lands shall become the property of the Licensor without
cost. -
Default
25. If at any time the Licence Fee or any other amount payable hereunder is not paid when
due, the Licensor shall provide written notice to the Licensee of such arrears and the •
Licensee shall have ten (10) consecutive days from the delivery of such notice within
which to pay such arrears,failing which the Licensor may terminate this Licence without
any further notice.
26. In the event of default in payment of any amount due by the Licensee hereunder,interest
shall accrue and be payable on such amount at that rate of interest per annum posted and
charged from time to time by the Minister of Finance, compounded monthly until paid.
• Acceptance of any overdue payment or interest shall not constitute a waiver of any rights
or remedies that the Licensor may have hereunder or at law.
27. In the event of default of any of the terms or obligations in this Licence by the Licensee
other than payment of any amount due hereunder, the Licensor may provide written
notice to the Licensee specifying the default, and if the default is not remedied or if
adequate and sufficient measures are not being taken to satisfactorily remedy the same
within ten(10)consecutive days of the delivery of the notice,the Licensor may terminate
this Licence immediately upon the expiration of the ten(10)day period aforesaid without
any further notice.
28. In the event of any default of the Licensee in performing any work, repairs, or other
obligations of Licensee under this Licence or making any payments due or claimed due
by the Licensee to third parties, the Licensor may perform any such work, repairs, or
other obligations of Licensee or make any payments due or claimed to be due by the
Licensee to third parties, and without being in breach of any of the Licensor's covenants
hereunder and without thereby being deemed to infringe upon any of the Licensee's
rights pursuant hereto,and,in such case,the Licensee shall pay to the Licensor forthwith
upon demand all amounts paid by the Licensor to third parties in respect of such default
and all costs of the Licensor in remedying or attempting to remedy any such default.
Right to Enter or Terminate
29. The Licensor reserves the right to inspect the Lands at any time. If in the opinion of the
• Licensor or Hydro One Networks Inc.the Licensee does anything or permits anything to
be done on the Lands or the adjacent lands of the Licensor which may be a nuisance,
cause damage, endanger or interfere with access for the Transmission System or
Distribution System of Hydro One Networks Inc. or be considered dangerous or
offensive by the Licensor or Hydro One Networks Inc. acting reasonably, the Licensor
may at the Licensee's expense, forthwith remove, relocate or clear the offending work
from the Lands and/or the Licensor's adjacent lands without being liable for any damages
caused thereby and the Licensee shall reimburse the Licensor for all expense to the
Licensor in so doing or the Licensor may require the Licensee to immediately remove,
relocate,clear or cease such activity.
30. The Licensor, Hydro One Networks Inc. and anyone acting pursuant to their authority
may at any time upon twenty-four hours' prior written notice to the Licensee or at any
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time without notice in case of emergency enter on the Lands and inspect, operate,
maintain, repair, re-arrange, add to, upgrade, reconstruct, replace, relocate and remove
any of the Licensor's works or equipment or the Transmission System or Distribution
System of Hydro One Networks Inc. and further may construct, add, inspect, maintain,
repair, alter, re-arrange, relocate and remove such new works or equipment or new
Transmission System or Distribution System as the Licensor or Hydro One Networks Inc.
determines necessary or desirable subject only to abatement of the Licence Fee during the
period of physical occupation by the Licensor, Hydro One Networks Inc. or any one
acting pursuant to their authority for the aforesaid purposes to the extent that possession
and enjoyment of the Lands by the Licensee for its business purpose were interfered with
or disturbed during such period of occupation. The Licensor and Hydro One Networks
Inc. shall not be liable for and are hereby released from all damages, losses, injuries,
costs, charges, expenses, suits, proceedings, claims and demands arising in connection
with carrying out the work aforesaid, including, without limitation, all claims for
damages,indemnification,reimbursement or compensation by reason of loss,interruption
or suspension of business or interference or inconvenience howsoever caused or physical
damage to the Lands.
31. Despite anything to the contrary in this Licence and without prejudice to the rights of the
Licensor hereunder or otherwise,the Licensor shall have the option in its sole discretion
at any time(s),to be exercised in each instance by at least ninety(90)days' prior written
notice to the Licensee,to terminate this Licence in whole or in part,as the case may be,if
(a)the Licensor considers all or any portion(s)of the Lands to be necessary or desirable
from time to time for the works of the Licensor or the Licensor's Permittees or the
Transmission System or Distribution System of Hydro One Networks Inc.; or (b) the
Licensee,its permitted uses,works,installations,equipment,improvements,property and
Permittees in any way interfere with, obstruct, limit or impede the right of Hydro One
Networks Inc.to use the Lands to operate a Transmission System or Distribution System
pursuant to section 114.5(1) of the Electricity Act, all without any claim by or
compensation for the Licensee including without limitation for any inconvenience,
interruption,nuisance,discomfort,relocation or removal costs caused thereby,but subject
to an adjustment in the Licence Fee payable hereunder.
32. If the Licensor delivers notice of termination pursuant to clause 31 above,then all or such
portion of the Lands suitable for existing or contemplated works of the Licensor or the
Licensor's Permittees or for the existing or contemplated Transmission System or
Distribution System of Hydro One Networks Inc. shall be deemed deleted from this
Licence effective on the date set out in such notice(the"Effective Date")and the Licence
shall be deemed to have been terminated or amended, as the case may be, in respect of
such specific area(s) as of the Effective Date. In the event of delivery of notice of
termination aforesaid, the Licensee shall at its sole expense and without claim or
compensation of any kind remove or cause its works to be removed from the Lands or
such specific area(s)on or before the Effective Date in the manner set out in clause 24(b)
herein. Without prejudice to the rights of the Licensor hereunder, the Licensor will
consider any reasonable request from the Licensee to continue beyond the Effective Date
the Licensee's use of the Lands for the Use.
Indemnity and Release
33. (a) All persons and property at any time on the Lands shall be at the sole risk of the
Licensee, and neither the Licensor nor Hydro One Networks Inc. shall be liable
for any loss, damage, or injury, including loss of life, to them or it however
occurring and the Licensee releases both the Licensor and Hydro One Networks
Inc.from all claims and demands in respect of any such loss,damage or injury.
(b) The Licensee shall assume all liability and obligation for any and all loss,
damage, or injury (including death) to persons or property that would not have
happened but for this Licence or anything done or maintained by the Licensee
thereunder or intended so to be,and the Licensee shall at all times indemnify and
save harmless the Licensor and its successors, administrators, permitted assigns,
directors,officers,employees,agents,servants,representatives,appointees and all
others for whom the Licensor is responsible in law and Hydro One Networks Inc.
and its affiliates and their respective successors,administrators,permitted assigns,
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directors,officers,employees,agents,servants,representatives,appointees and all
others for whom Hydro One Networks Inc. is responsible in law from and against
all such loss,damage,or injury and all actions,suits,proceedings,costs, charges,
damages,expenses,claims,or demands arising therefrom or connected therewith.
The Licensee expressly recognizes and acknowledges that Hydro One Networks
Inc. has installed and maintained or has the right to install and maintain a
Transmission System or Distribution System on the Lands,and willingly assumes
any and all risks associated with its proposed activities in such close proximity to
such systems. Notwithstanding the above, the Licensee shall not be liable
hereunder for any loss,damage or injury to the extent that it arises from the gross
negligence of the Licensor or Hydro One Networks Inc.
(c) The Licensee shall at its own expense, arrange and maintain a liability insurance
policy satisfactory to the Licensor in the minimum amount of Five Million
($5,000,000.00) dollars in order to indemnify the Licensor and Hydro One
Networks Inc.as provided in subsection 33(b)of this Licence. The Licensee shall
pay any and all deductibles with respect to any claim arising thereunder. Such
insurance shall (a) name Her Majesty the Queen in right of Ontario, as
represented by the Minister of Infrastructure and OILC and Hydro One Networks
Inc.as additional insureds,(b)contain a cross liability clause,and(c)specify that
it is primary coverage and not contributory with or in excess of any insurance
maintained by the Licensor or Hydro One Networks Inc. A certified copy of such
policy or satisfactory certificate in lieu thereof shall be delivered to the Licensor
prior to the commencement of the Term and any extension thereof.
34. In order to induce the Licensor to grant this Licence and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the
Licensee on behalf of itself,its successors and assigns,hereby
(a) releases and forever discharges the Licensor and Hydro One Networks Inc., and
each of their respective successors and assigns,from any and all actions,causes of
action,claims and demands for damages,loss or injury,howsoever arising,which
heretofore may have been and which may hereafter be sustained by the Licensee,
its successors and assigns, in respect or in consequence of the termination of this
Licence in whole or in part(s), as the case may be, including all damages above
described as well as all damage, loss or injury not now known or anticipated but
which may arise in the future and all effects and consequences thereof;
(b) agrees not to make any claim or take any proceedings against any other person or
corporation who might claim contribution or indemnity under the common law or
under the provisions of the Negligence Act and the amendments thereto from the
Licensor or Hydro One Networks Inc.;and
(c) agrees that the Licensor and Hydro One Networks Inc.may plead this Licence as
an estoppel.
Assignment
35. The Licensee shall not assign,transfer,sublease,part with possession or dispose of all or
any part of the Lands or this Licence or any privileges or interests hereby granted to it
without the prior written consent of the Licensor,acting reasonably.
General
36. This Licence and any information or documents that are provided hereunder may be
released pursuant to the provisions of the Freedom of Information and Protection of
Privacy Act, R.S.O. 1990, c. F.31, as amended and the Municipal Freedom of
Information and Protection of Privacy Act, R.S.O. 1990, c.M.56, as amended, if
applicable, respectively. 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.
37. 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
Licence shall not constitute a waiver of the terms, conditions and covenants herein with
HONI File#:PICKERING T 632.]-504 Don Beer Arena Parking
9
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 Licence.
38. The Licensee and any of its successors, administrators, permitted assigns, directors,
officers, employees, agents, servants,representatives, and appointees shall not engage in
any activity where such activity creates a conflict of interest, actual or potential, in the
sole opinion of the Licensor, with the Licence or the exercise of any of the rights or
obligations of the Licensee hereunder. The Licensee shall disclose to the Licensor 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.
For clarification, a "conflict of interest" means, in relation to the performance of its
contractual obligations pursuant to this Licence, the Licensee's other commitments,
relationships or financial interests (i) could or could be seen to exercise an improper
influence over the objective,unbiased and impartial exercise of its independent judgment;
or(ii)could or could be seen to compromise,impair or be incompatible with the effective
performance of its contractual obligations pursuant to this Licence.
39. Where this Licence requires notice to be delivered by one party to the other, such notice
shall be given in writing and delivered either personally,or by pre-paid registered post or
by telecopier,by the party wishing to give such notice,or by the solicitor acting for such
party,to the other party or to the solicitor acting for the other party at the addresses noted
below. In the case of notice to the Licensor,to it in care of
c/o Ontario Infrastructure and Lands Corporation
Sales&Acquisitions
1 Dundas Street West,Suite 2000
Toronto,Ontario,
M5G 2L5
Attention:Patrick Grace
Director,Corridor Lands
Telephone:(416)327-2959
Facsimile:(416)327-3942
and,in the case of notice to the Licensee,to it in care of:
City of Pickering
One The Esplanade
Pickering,Ontario
L 1 V 6K7
Attention: Marisa Carpino
Director,Community Services
Telephone:(905)420-4660 ext.2025
Telecopier:(905)420-2596
40. The provisions of this Licence shall be binding upon and enure to the benefit of the
Licensor and the Licensee.
41. No interest in the Lands is being conveyed by the granting of this Licence and the
Licensee shall not register the Licence or any notice in respect thereof on title without the
prior written consent of the Licensor,which consent may be arbitrarily withheld.
42. This Licence shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by,the laws of the Province of Ontario and the laws of Canada
applicable therein and the Parties hereto irrevocably attorn to the exclusive jurisdiction of
the courts of the Province of Ontario in the event of a dispute hereunder.
HONI File#:PICKERING T 632.1-504 Don Beer Arena Parking
10
IN WITNESS WHEREOF the parties hereto have executed this Licence.
Signed by the Licensee at this day of 20_.
THE CORPORATION OF THE CITY
OF PICKERING
Per:
Name: David Ryan
Position: Mayor
Per:
Name: Debbie Shields
Position: City Clerk
I/We have authority to bind the Corporation.
Signed by the Licensor at this day of 20_.
HER MAJESTY THE QUEEN IN
RIGHT OF ONTARIO as represented
• by THE MINISTER OF
INFRASTRUCTURE,as represented
•
by,ONTARIO INFRASTRUCTURE
AND LANDS CORPORATION
Per:
Name:
Title:
I have authority to bind the Corporation.
•
HONI File#:PICKERING T 632.1-504 Don Beer Arena Parking
11
Schedule 'A'
THE CORPORATION OF THE CITY OF PICKERING
PICKERING 632.1-504
PART OF LOTS 19 AND 20,CONCESSION BROKEN FRONT,RANGE 3,
GEOGRAPHIC TOWNSHIP OF PICKERING,
NOW CITY OF PICKERING
2.34 ACRES
Lands owned by Her Majesty the Queen in right of Ontario
as represented by the Minister of Infrastructure
2.34 acres licensed to the City of Pickering for parking
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Department Report CS 11-17 PICKE R1 NG
SCALE -- -- DATE -- Don Beer Arena Parking Lot Licence Renewal Agreement
N_T_S I MAY 09/2017