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HomeMy WebLinkAboutPLN 10-18DICKERING Cdy e) Report to Executive Committee Report Number: PLN 10-18 Date: May 7, 2018 From: Kyle Bentley Director, City Development & CBO Subject: Assignment, Assumption and Amending Agreement TM Mobile Inc. Lease of City Lands Located on Unopened Road Allowance — (Sideline 16), Municipally Described as 3010 William Jackson Drive City of Pickering File: Telecommunication Installation #14 Recommendation: 1. That the Mayor and the Clerk be authorized to execute an assignment, assumption and amending agreement with TM Mobile Inc. and Bell Mobility Inc. substantially on the terms set out in this Report, and to the satisfaction of the Director, Corporate Services & City Solicitor; and That the appropriate officials of the City be authorized to give effect thereto. Executive Summary: TM Mobile Inc. ("Telus") currently provides cellular communication service from an existing 65 metre high tri -pole cell tower and associated equipment compound located on land owned by the City, municipally known as 3010 William Jackson Drive (see Location Map, Attachment #1). The existing cell tower and associated compound are pursuant to the terms of a lease between Telus and the City dated August 19, 2010 (the "Lease"). The Lease received Council approval on July 12, 2010 (see Site Lease, Attachment #2). Telus has entered into discussions for the transfer of certain assets from Telus to Bell Mobility Inc. ("Bell"), which assets include the cellular tower located on the subject property. Telus provided a draft of the proposed Assignment Agreement for the City's review (see Proposed Assignment, Assumption and Amending Agreement, Attachment #3). The proposed terms of the Assignment Agreement have been reviewed and approved by the Director, Corporate Services & City Solicitor to ensure that the City's interests are protected. Financial Implications: Bell will continue to pay to the City an annual rate of $20,000.00 plus HST for each of the remaining 2 years of the term of the Lease, with an additional 10 year extension to be exercised by Bell. Report PLN 10-18 May 7, 2018 Subject: Assignment, Assumption and Amending Agreement Page 2 1. Background 1.1 Applicant's Proposal Telus received approval from City Council in July 2010 to enter into a lease, and construct a 65 metre high cell tower and associated compound on lands owned by the City, municipally known as 3010 William Jackson Drive (see Location Map and Site Lease, Attachments #1 and #2). Telus has entered into discussions with Bell to transfer ownership of this installation. In order for Telus and Bell to complete such transaction, Telus is requesting that the City enter into an assignment, assumption and amending agreement (the "Assignment Agreement") thereby assigning the rights and obligations under the Lease from Telus to Bell (see Proposed Assignment, Assumption and Amending Agreement, Attachment #3). Telus provided a draft of the proposed Assignment Agreement for the City's review. The Assignment Agreement does not contain any clauses which will result in any significant amendments to the terms and conditions of the Lease. All terms and conditions of the Lease are to be assumed by Bell, including, but not limited to, Bell paying to the City an annual rate of $20,000.00 plus HST for each of the remaining 2 years of the term of the Lease, with an additional 10 year extension to be exercised at the discretion of Bell. 1.2 Staff support the proposed Assignment Agreement As there are no proposed alterations to the cellular tower or compound, City Development staff have no concerns with the proposed amendment to the lease to facilitate assignment of the site to Bell and can confirm that no additional public consultation is required as a result of the assignment. The Proposed Assignment, Assumption and Amending Agreement has been reviewed by the Director, Corporate Services & City Solicitor. Therefore, it is recommended that City Council authorize the Mayor and Clerk to execute an assignment, assumption and amending agreement with TM Mobile Inc. and Bell Mobility Inc. substantially on the terms set out in this proposed Assignment, Assumption and Amending Agreement, and to the satisfaction of the Director, Corporate Services & City Solicitor. Attachments: 1. Location Map 2. Current Site Lease 3. Proposed Assignment, Assumption and Amending Agreement Report PLN 10-18 May 7, 2018 Subject: Assignment, Assumption and Amending Agreement Page 3 Prepar Approved/Endorsed By: e , Catherine Rose, MC1P, RPP Princip-I Planrker, Site Planning Chief Planner Nilesh S i, MC P, RPP Manager, Development Review & Urban Design TB:Id /; Kyle Bentley, P.Eng. Director, City Development & CBO Recommended for the consideration of Pickering City Council Tony Prevedel, P.Eng. Chief Administrative Officer 4f4ze ATTACHMENT # 1 TO REPORT fV PLN ID`-IF3 Subject Lands edy Location Map File: Installation #14 01 PICKERING City Development Department Applicant: Telus Property Description: Part of Road Allowance Between Lots 16 and 17, Con 4, Now Part 1, 40R-26501 (3010 William Jackson Drive) Date: Mar. 26, 2018 OThe Corpore5on of the Cny of Pickenng Produced on pan) under license from: O Queers Prater, Cyano Mushy of NatualResources. All rights reserved.0 Her Majesty the Queen In Right of Canada, Department of Natural Resouus. AA dolts reserved; OTeranet Enterprises Inc. and its suppliers all rights reserved.; 0 Municipal Property Assessmert Corporation and its stppEers al rights reserved; SCALE. I.Jr000 THIS IS NOT A PLAN OF SURVEY. ATTACHMENT # TO REPORT lo -if File: ON0923 SITE LEASE This Lease is made on this 19th day of August, 2010 BETWEEN: The Corporation of the City of Pickering (the "Lessor") and TM Mobile Inc. ("TELUS") The Lessor represents and warrants that it is the owner or lessee of the real property described in Schedule "A" (the "Premises") or is the duly authorized agent of such owner or lessee and has the authority to enter into this Lease. The Lessor has agreed to grant to TELUS a lease of a portion of the Premises, being the area(s) described in Schedule "B" (the "Site").. NOW THEREFORE in consideration of the rent payable by TELUS to the Lessor, the Lessor hereby leases to TELUS the Site together with its appurtenances herein described, subject to the covenants and obligations contained in the attached Terms and Conditions, and to such further specifications as are contained in Schedules A, B, C, D and E attached hereto, the whole forming the lease between the parties (the "Lease"). The Lessor grants to TELUS for the duration of the Lease: (i) the right to construct, install, maintain and use on the Site such equipment, devices, and facilities (collectively, the "Equipment") as may be necessary or useful from time to time for the purpose of carrying on the business of TELUS as a telecommunications service provider; - (ii) the right to install concrete moorings as required in order to ensure the stability of certain exterior Equipment; (iii) the right to build, maintain, occupy and use on the Site such enclosed structures as are required from time to time for the purpose of housing any part of the Equipment (the "Shelter"), including the right to renovate for such purpose any interior space included in the Site; (iv) the right to access the Site, the Equipment and the Shelter on a 24/7 basis, on, over and through the Premises, with personnel, vehicles and equipment, as required, and to register such easements, servitudes and rights of ways as are necessary to give effect thereto, and; (v) the right to use the Site, including the Shelter and the Equipment, for the purpose of carrying on a telecommunications business. TO HAVE AND TO HOLD for a term of ten (10) years commencing on October I, 2010 (the "Commencement Date") and ending on the day immediately preceding October 1, 2020 and any extension term as provided herein (the "Term"). Address of the Lessor: One The Esplanade Pickering, Ontario LI V 6K7 Attention: City Clerk Facsimile: 905-420-7648 Telephone: 905-420-4660 HST Registration Number: RI08078593 Address of TELUS: 200 Consilium Place, Suite 1600 Scarborough, Ontario MIH 3J3 Attention: Real Estate Department Facsimile: 1-800-788-6622 Telephone: 1-800-815-5715 Emergency 24 hour #: 1-800-391-1391 THE CORPORATION OF THE CITY OF PICKERING C C.1 e - r TM MOBILE INC. Joey'. ayantiaraj ah Manager, Real Estate l of 9 ATTACHMENT # TO REPORT 1 P N iO 'I File: ON0923 TERMS AND CONDITIONS 1. Rental Rate, For the rights granted by the Lessor to TELUS, TELUS shall pay to the Lessor rent in the amount of Twenty Thousand Dollars and Zero Cents ($20,000.00) per annum (the "Rent") plus any applicable provincial sales tax and harmonized sales tax, on or before the Commencement Date for the first year and the anniversary of the Commencement Date for each subsequent year during the Term. Rent, and any other amount payable by TELUS to the Lessor under the terms of this Lease, shall be tendered at the address of the Lessor specified herein, or at such other address as may be duly notified to TELUS by the Lessor. 2. Right of Extension. The Lessor hereby grants to TELUS the right to extend the initial term of this Lease for one (1) further and consecutive period of ten (10) years. Such extension shall take effect automatically and without further notice, unless TELUS gives notice to the Lessor, at least ninety (90) days prior to the end of the current term of this Lease, that it shall not exercise such right of extension. The extension term will be subject to the same terms and conditions as apply during the initial term except that the annual rent in such extension term shall be equal to the fair market value as agreed between the parties in the ninety (90) days prior to the expiration of the immediately preceding term, or in the absence of such agreement, the fee prevailing in the year immediately preceding the beginning of such extension term, changed by an amount equal to the change in the Canadian Consumer Price Index (all items) in the immediately preceding term. 3. Termination by TELUS. If, at any time during the Term, TELUS determines that operating the Site for the purposes declared herein is or has become commercially impractical, for any reason, TELUS may terminate this Lease without damages or penalty upon sixty (60) days prior written notice to the Lessor. In the event of such termination, the Lessor shall refund to TELUS any rent paid in advance for any period of time subsequent to the effective date of termination. 4. Covenants of TELUS. (a) Safety and Maintenance - TELUS shall install, operate, and maintain its Equipment and the Shelter, in a good, safe and workmanlike manner. (b) Taxes, Rates and Assessments - TELUS will pay as and when due all applicable taxes, rates and assessments, that are levied, charged or assessed with respect to any business carried on by TELUS on or from the Premises. (c) Electricity Charges - TELUS shall pay for the electricity charges attributable to the operation of the Equipment at the Site either by having installed a separately metered electrical service or, in circumstances where the local utility will not install a separate meter, by installing a submeter and paying the Lessor's invoices for electricity based on the submeter readings and the actual tolls of the local utility. The Lessor is responsible for reading the submeter once every three months and invoicing TELUS accordingly no less frequently than on an annual basis, failing which TELUS may fully discharge its obligation to compensate the Lessor for electricity consumption by tendering payment of a reasonable estimate of the electricity charges for usage in the previous year. No claim may be made for electricity charges with respect to usage not invoiced more than one year in the past. (d) Government Regulation - TELUS shall, at its own expense, at all times ensure that the installation, operation and maintenance of its Equipment, and Shelter, comply with all required laws, directions, rules and regulations of relevant governmental authorities, including all applicable building codes, and Industry Canada and Transport Canada requirements. (e) Removal of Equipment - TELUS shall quit and surrender possession of the Site within ninety (90) days after the expiration or tennination of this Lease and shall remove its Equipment and Shelter from the Premises within that time. (f) Interference - TELUS covenants that TELUS' operation of its radio system(s) shall not cause material interference or degradation of any other signals lawfully transmitted or received within or on the Premises. TELUS shall use all reasonable efforts to correct such interference or degradation, where reasonably demonstrated, upon receiving written notice from the Lessor. (g) Insurance - TELUS shall at all times throughout the Term maintain insurance coverage for: (i) All -Risk Property loss covering the full insurable replacement cost of the Equipment and the Shelter without deduction for depreciation and with reasonable deductibles; and (ii) Commercial General Liability in an amount not less than Five Million Dollars (55,000,000) per occurrence for bodily injury and property damage. The Lessor shall be included as an additional insured in all such policies, but solely with respect to liability arising out of the operations of TELUS at the Premises. At the Lessor's reasonable request, TELUS shall provide a memorandum of insurance confirming that policies as required herein are in force, and shall notify the Lessor of the cancellation of any such policy. 5. Covenants of the Lessor. (a) Quiet Possession - The Lessor covenants that TELUS shall peaceably and quietly hold and enjoy the Site and its appurtenances, subject to the terms and conditions of this Lease. The Lessor shall not make any change to the Premises and its appurtenances that could adversely affect access to or use of the Site by TELUS at any time throughout the duration of this Lease without the prior written consent of TELUS, which consent may not be unreasonably withheld. (b) Access - The Lessor shall provide to TELUS and its authorized representatives and agents such additional rights of access as are necessary from time to time to construct, install, maintain, repair, replace, reconfigure and operate the Equipment and the Shelter, including but not limited to the right to connect the Equipment to local utilities, to install underground or overhead telephone or power lines in any combination, and to install conduits for fibre or telephone cabling or both of them. (c) Emergency Power - The Lessor shall allow TELUS to install electrical connections to the Lessor's emergency power generator on the Premises for emergency use by TELUS in the case of any failure of public electrical service to the Site. TELUS shall have the right to install and operate an emergency power generator on the Premises, including such cabling as may be required to connect the generator to the Equipment, for its own use while public utility service is not available for any reason. TELUS shall pay all costs attributable to such installation and operation. 2 of 9 ATTACHMENT # TO REPORT # R -N }p-- IR File: ON0923 (d) Premises Maintenance - The Lessor hereby agrees to provide not Tess than thirty (30) days prior written notice to TELUS of any repairs, additions or maintenance (collectively the "Work") to take place at the Premises, which may have an impact on the Shelter or the operation of the Equipment. The Lessor further agrees to meet on-site with TELUS and to make available the contractor(s) involved with the Work, not less than fifteen (15) business days prior to the commencement of the Work to review the Work and the related impact on the Shelter or the Equipment, except in the case of an emergency situation requiring immediate intervention to preserve the structural integrity of the Premises. The Lessor further agrees to make a reasonable effort to inform TELUS as soon as possible of an emergency situation that may have an adverse effect on the Shelter or the Equipment. (e) Interference - The Lessor may subsequently to this Lease grant rights to third parties to install other or additional telecommunications transmission equipment on the Premises, provided that the operation of such other or additional equipment does not interfere with the operation of the Equipment. The Lessor shall provide TELUS with sixty (60) days written notice of the proposed new installation, and TELUS shall thereafter work with the installer and operator of the new equipment to ensure that the proposed new installation does not interfere with the operation of the Equipment. The Lessor shall, as a condition of the grant of any rights to third parties to install other or additional telecommunications transmission equipment, stipulate that such party must collaborate with TELUS as described above and must refrain from installing and operating any such equipment until TELUS has determined, acting reasonably, that no material interference with the operation of the Equipment will result. The Lessor shall include an interference clause substantially the same as this subsection in any instrument used to grant rights to third parties to install other or additional telecommunications equipment on the Premises. 6. TELUS' Equipment. The Equipment and the Shelter shall remain at all times the personal and moveable property of TELUS, and not become fixtures, notwithstanding the attachment to any degree or in any manner of any part of the Equipment or the Shelter to the Premises. TELUS shall have the right to make alterations or improvements or both at the Site at any time during the Term including, but are not limited to, the replacement, expansion, reconfiguration or addition of transmission facilities of any kind, towers and/or antenna mounts, equipment shelters and/or additional radio equipment as deemed necessary by TELUS. 7. Lessor not Liable. Except for the negligent acts or omissions or the willful and wrongful acts or omissions of the Lessor or the Lessor's employees or those persons authorized by the Lessor to be on the Premises, the Lessor shall not be liable to or indemnify TELUS for any inconvenience to the operations of TELUS at the Site, or damage to the Equipment or the Shelter, or injury to any person occupying the Site. 8. TELUS not Liable. Except for the negligent acts or omissions or the willful and wrongful acts or omissions of TELUS or TELUS 's employees and those persons authorized by TELUS to be on the Premises, TELUS shall not be liable to or indemnify the Lessor for any costs incurred or losses or damages or injury suffered by the Lessor. 9. Confidentiality. Except as otherwise provided herein, the parties agree that all information relating to the use of the Premises pursuant to this Lease is confidential and proprietary, and shall not be disclosed to any third party unless required by lawful authority. Each party will take all reasonable steps to protect the confidentiality of such information, and in particular shall hold the terms and conditions of this Lease in the strictest confidence. This provision shall survive any termination or expiration of this Lease. 10. Default. Either party may at its option and without further liability to the other party terminate this Lease: (i) upon the material default by such other party in the performance of any of its covenants or obligations under this Lease, if such default is not remedied within thirty (30) days of the party in default receiving written notice of such default, or within such longer period as is reasonable in the circumstances so long as the party in default is diligently moving to implement remedial action; or (ii) subject to the rights granted by TELUS' financing arrangements, as authorized herein, if such other party becomes insolvent, ceases to do business as a going concern, is adjudged a bankrupt or made subject to the appointment of a receiver -manager, makes a general assignment for the benefit of creditors, or takes the benefit of any statute in force for the winding up or liquidation of business enterprises. 11. TELUS' Financing Arrangements. The Lessor acknowledges that TELUS has entered into, and will be entering into, certain financing arrangements which may require an assignment or hypothecation of TELUS' rights and obligations under this Lease, or the creation of security interests in the personal or moveable property of TELUS located at the Premises. The Lessor consents to any such assignment, hypothecation or grant of security interests, and to any transfers occurring on the enforcement of same. The Lessor shall, at the request of TELUS, acknowledge in writing the foregoing in such form as the relevant financier may reasonably require. For the purposes of this section, TELUS is executing this Lease for itself and as agent for the financiers with whom TELUS may be entering into financing arrangements from time to time as acknowledged herein. 12. Registration. TELUS may register a notice of lease or caveat or appropriate instrument in the land registry office of the province in which the Premises are situated, stipulating TELUS 's interest, the Term, any rights to extend and, when applicable, a short form of lease, and the Lessor will execute any documents required to effect such registration. Such registration may be effected on behalf of TELUS by an affiliated corporation, partnership or other entity as bare nominee for registration purposes only, at TELUS' expense. The Lessor also agrees to obtain a non -disturbance agreement at TELUS' expense from any mortgagee on the Premises in such form as TELUS may reasonably require. 13. Encumbrances. TELUS may, at its option, pay or discharge any arrears owing under any encumbrance upon the Premises which has priority over the interest of TELUS under this Lease, or any arrears of any property taxes, local improvement charges and any other rates, duties, levies and assessments levied or assessed by any competent government authority upon or in respect of the Premises or that affect the Premises in any way, in which event TELUS shall be subrogated to the rights of the creditors of such discharged obligations and may, at its option, apply the rent or any other amounts owing to the Lessor under this Lease to the repayment of any arrears so paid or discharged. 14. Assignment. Except as otherwise permitted herein, this Lease shall not be assigned by TELUS without the prior written consent of the Lessor, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, TELUS may, without consent of the Lessor: (i) assign its rights and obligations under this Lease to any affiliated entity including a partnership; (ii) sublet all or any portion of the Site and its appurtenances to any affiliated entity including a partnership; and (iii) license all or any portion of the Site and it appurtenances to a third party, for use as a telecommunications site. Whenever the Lessor's consent is required by virtue of these provisions, such consent is deemed granted if Lessor does not respond within fifteen (15) days to the written request of TELUS for such consent. 15, Successors and Assigns. This Lease shall enure to the benefit of and be binding upon the successors and assigns of the Lessor and the successors and permitted assigns of TELUS, and no assignee or successor of the Lessor shall challenge the validity or enforceability of any provision of this Lease and every 3 0f 9 ATTACHMENT TO REPORT// N t j 8 _. n File: ON0923 assignee or successor of the Lessor shall be bound by all the obligations of the Lessor hereunder. Upon a conveyance or assignment of its interest in the Premises, the Lessor shall provide TELUS with written notice of the identity of the successor or assign and the address at which the rent shall be tendered and notices given pursuant to the conveyance or assignment. 16. Overholding. In the event that TELUS remains in possession of the Site after the expiration of the Term, TELUS shall be deemed to be occupying the Site as a tenant from month to month at the current monthly rent, or if the rent is payable annually, one twelfth (1/12) of the annual rent. The rent shall thereafter be payable monthly in advance on the first day of each month following the expiration of the Term, with all other rights and obligations of this Lease remaining in force to the extent they may apply to a month to month tenancy, subject to the proviso that neither party may terminate the month to month tenancy except by giving ninety (90) days written notice to the other party. No extension of the Term, nor any new Term, nor any tenancy from year to year will be created by implication of law through overholding. 17. Expropriation. If during the Term, the whole or any part of the Premises is expropriated, the Lessor shall not accept any award for compensation without TELUS' written consent. TELUS shall be entitled to receive such part of the award as compensates for the loss of its interest in the leased Site. 18. Governing Law and Jurisdiction. The provisions of this Lease shall be governed by and interpreted in accordance with the laws of the province in which the Premises are located. The parties hereby attom to the exclusive jurisdiction of the courts of that province. 19. Entire Lease; Survey. This Lease cancels and replaces all other agreements between the parties with respect to the Premises. This Lease contains the entire agreement between the Lessor and TELUS with respect to the Premises and expressly excludes all prior representations and discussions, either oral or written, between the parties other than those set forth in this Lease. Each party acknowledges having obtained adequate explanation of the nature and scope of each of the clauses of this Lease, and having had the opportunity to consult legal counsel with respect thereto. Except as otherwise provided herein, this Lease may not be amended or modified except by written instrument executed by both parties. TELUS may elect to obtain, at its discretion, technical drawings or a survey of the Premises and the Site, and give written notice of such technical drawings or survey to the Lessor, which once so delivered shall replace and become Schedule "C", and take precedence over the plans exhibited at Schedule "B". 20. Facsimile Transmissions; Notices. This Lease may be executed, amended or renewed by either party by facsimile transmission, and receipt of a copy of the document so executing, amending or renewing this Lease shall bind the transmitting party to all the terms and conditions contained therein. Any notice required or authorized by this Lease shall be deemed to have been properly given if by personal delivery at any place, or by registered' mail, courier or facsimile transmission to the address or fax number specified herein or to any other address or fax number duly notified by one party to the other. 21. Severability. Any provision of this Lease that is determined to be void or unenforceable in whole or in part, shall be deemed unwritten and shall not affect or impair the validity or enforceability of any other provision of this Lease, which shall all remain binding on the parties. 22. Authorization. The Lessor hereby authorizes TELUS for the entire duration of the Term, to use the correspondence attached at Schedule "D" (the "Authorization Letter"), to obtain from any person, corporation or government authority, any information regarding the Premises that TELUS may require for the purposes of exercising its rights under this Lease, and the Lessor agrees to execute the Authorization Letter from time to time as reasonably requested by TELUS for these purposes. 23. Environmental. During the Term, the Lessor represents and warrants continuously that there are not contained, within or under the Premises, any toxic material or hazardous substances or any other contaminants (collectively "Hazardous Substances") as defined under all applicable provincial or federal legislation, regulation or orders of any kind. The Lessor shall indemnify and hold TELUS harmless from and against any liability arising from the presence of Hazardous Substances on the Premises. TELUS shall have the right to conduct environmental testing at the Site at any time during the Tenn and to terminate this Lease immediately without damages or penalty should the results of such environmental testing demonstrate the presence of Hazardous Substances at levels not acceptable to TELUS acting reasonably. TELUS shall comply with all applicable provincial or federal environmental legislation, regulation or orders of any kind. 4 of 9 4/4 ATTACHMENT 'ORT _ "O File: ON0923 SCHEDULE "A" DESCRIPTION OF PREMISES Real property located in the City of Pickering, in the province of Ontario, known municipally as 1850 Taunton Road and with the following legal description: RDAL BIN LTS 16&17 Concession 4 Pickering R PLAN (PARTI 40R 26501) 50f9 MA GWENT TO RFOR # File: ON0923 SCHEDULE "B" IDENTIFICATION OF SITE NOTE: Plan is not to scale. Boundary lines, easements, servitudes and rights of way identified in the plan are approximations which may be further specified in technical drawings or a survey, to be added as required through Schedule C. Plan is subject to all terms and conditions of the Lease. 6 of 9 cag ATTACHMENT# hl JO - TO SCHEDULE "C" TECHNICAL DRAWINGS OR SURVEY OF PREMISES AND SITE NOTE: Technical drawings and surveys are subject to all terms and conditions of the Lease. 7 of 9 File: ON0923 LOT 17, P PG\F\C a0R 058 CPN PO PN PPRT 15.7\-0 (ROAD 5uuJECT PART 1, KNOWN \ PART t, PLAN \ 402-14509 LOT 17, CONCESSION 4 TO ALLOWANCE EASEMENT AS LOT 16, CONCESSION 4 t 688 xr O. 0 PROPOSED --- TELUSN COMPOUND se+ • apo=° -- I PART 4,PLAN 4011.14509 0684262 TO CA5EMEN7 ASW POT. No. 01654 y4 0 OOOS • � I >iw I ,° � t fs° —•+•°gym°`: :"' yd° A 5, BETWEEN o �< 3d W PLAN OLD s' W°7 �+ TAUNTON L AND No. 4 50654 40R-23354 ROAD r CONCESSION 3 PART I, 10060 ALLOWANCE BETWEEN 6025 (6 AND 1E1 PLAN 40R-24299 LOT 16, CONCESSION 3 KEY PLAN OPT TO 30,1.13 TELUS MOBILITY SITE No. ON -0923 TOPOGRAPHIC PLAN OF PART OF THE ROAD ALLOWANCE BETWEEN LOTS 16 AND 17 CONCESSION 4 (GEOGRAPHIC TOWNSHIP OF PICKERING) NOW IN THE CITY OF PICKERING REGIONAL MUNICIPALITY OF DURHAM SCALE 1.300 3 0 3 21 20 .gas J. D. BARNES LIMITED x1507681510 iot0 METRIC un eE <DmTEAI ME er wvlow"c m' o^�io:n BENCHMARK CITY OF PO.. OENCHUARK Ne, 020 1e�DenssaP70 „ srs ramxMT F on souil,rnR g li `oA. oDgo ue E , or anigEulz oc uusa`r a rz"nwc o.Eim sDr Di DLD iAVxtDx RDAD. im;. wE€iNo r,E i'e»: a1I1,7, '""'" NOTES AND LEGEND [Ox ABE 1? O[APIu03 nxp S 1 Ofprvm m0u c room, 4 x5101 09onssr coaPToora t . 005 0S.1A7. 1r1[ [N O EPID4X 0.00'W[ABC � ivDC.IOx[ t>. 040 fl7,uiN. areg r N rm r. Ea�ixw icxu.lris. sEwSas eros xr W. THE CF UxO[PuxOV 00 EVO TS Tµ1H W InliFG3 ARE RAC xEainEr L'OCIT p or sur VaeAno siquciucgtii t r0 PTilOLUixur4r"TIS OT413.1C TOff u o1LUTn TCS eiD STNUCTuq[.VON PTroT t0 CaxsiquCTiOn et0 Bleu C LIA01.1, FOP ANY Oeu4IX i0 110M0.1. wTORI..ON IS CMPiLED MOM RLO,St. Ori. 00CMEMs- SINSI 0 COWES 4AO1ES DENOTES ODOM OMITS THE MLOwORK uPVCV MONUMENT rcuw SURVEY AO pox Mt ws5r ON IMMO POLE LAS MARKER oECOVOVS TITCE OAT ¢Tz DVERMAII HTORO NtrD HT r1r, P1.AX Nes CPWTY/A Ox AN N 7021 .D.BARNES :..... 10-25-358-00M pyo»»eoo:nnxwro.°P� 0•17[O, Arc lig,x4,33 P - 9. LOT 17 EPN _r ,5. 405' 0,0 ^' ,...--- ../ �' PUf\� Lir. IROAD ' P }640j,5 ALLOWANCE PART 12. PLAN 400-859 .r j, oaec7 CLOSED 9Y HYti TNe. HM,N57..,..2 j\ P,,,NOE01 10 E _.,sH PARy R_e5' x / I NIT 1, LO T' 18 CONCESSION 3 :.r PLAN 16401 NO 5(AZCT BETWEEN Pm CONCESSIONS 16+07 IN wNA AS TAUNTON ROAD NOT TRAVELLED 6 3 I REQUIRE THIS PLAN TO SE DEPORTED UNDER THE LVW TITLES �, DATE C.C. LAFRAN8015E ONTRII0 LAW 9MVETOR PLAN 40R— RECEIVED AND DEPOSITED LAW REGISTRAR FCR TI£ LAND TITLES DIVISION OF DURHAM !No 401 PART I, PLAN 404.1560 qq I n SCHEDULE \ 1I -�/ s 17 \ // ::::- 4- 19.---Z �I .. 8PC\F�C PLAN OF SURVEY OF 2/ PpRt4 PLWR 't' 3 1 PNPO\RP a AQRt90 PARPART OF TOES 6AD pLOWANCE / '/1&Io E P'''`T 5.P /' CONCESSION 4 AND AORAAT /� �'RP"W t6,--":34„ M i �a/ / -,'' PART OF THE ROAD ALLOWANCE arL BETWEEN CONCESSIONS 3 AND 4 �I j. I (GEOGRAPHIC TOWNSHIP OF PICKERING) I1 LOT 16 NOW IN THE CITY OF BICKERING / NI gi II a CONCESSION 4 REGIONAL MUNICIPALITY OF DURHAM SCALE 1: 750 / P40F-14 PLgNJ I 4 R 7-- J. D. BARNES LIMITED METRIC 00`TAr, e¢ mn.m Ipr rm r, .43 eK1°i io,� NOTEWAWS 'I PART MT Or LOT rr PANT OF m•o7won PWIT 02 I. ROAO ALLOW. new. A.41. or 26902,0102 CONCESSION 4 - 1,0 mom. LW lb =RtrA EASDIENY7 AS ern MOW( MOM 1Ortrort re Awn. ra mew. WI MVO PART..e. ,. / /' q70 7'�6Ax / / LOT 17 // PJB ,,°'',// 7 04014‘0* /// ��",=a�t0 xP4 // // // WPROLOT PaenanME re «50. A4 IPART µ1 g Ig I me )•A I e LI I 2j id a„ I PART 4, �' ` ea COORS LWOW OM PR PLAN-,.... PON w 408-14509 _ uoulo PN 36407-00.26 WAWA MP COMM WM MwIS 02.11. °`Dews mcaw a02.l.,012 PROJECT PI TEI PLAN MAW. P2 00401. !LW MAW, MAN MOMML WM. rt. POWS LI EMMA WEAL ORM g COORS • ANO W P04001 TO EAYN6NY AS PLAN en7..m�vex 408-23354 NOWN AS OLD_ _AU�r_TQj__°� ROAD arm I // 1- I ( I •TI aI ¢ I CONCESSION 3 1O PART I, PLAN -_ 40R-24299 LOT 16 3 CONCESSION 3 SURVEYOR'SL MM. AM ARE CORRECT WO Of ALAWW. WM 110 MOVATS CERTIFICATE mAwgAiA.O110. ACr I. /00•0110. WV. WAS dR°NEO t 4 9MVETOR .D.BARNES np°m004i�N nP10rrnm ...y Atwoo0 ,o• 0o-asw-D4 Altp VAT qtrA 3750 65.00m � ., CO ANTENNA LOADING CHART 1,4 - . POS. DESCRIPTION QTY Q6 ELEVA1ION AZIMUTH T...4 UNE QTY DESCRIPTION �' 'O m 3 q - 1 742215 KATHREIN 64.31m 50'/170%290' - FUTURE HSPA J 3750 61.ODm - 2 RRU/FlBER SPUTTER/DC SPUTTER 6/1/1 64.31m N/A DC/FIBER• 1/1 FUTURE I 5 3 742215 KATHREIN 6 61.92 m 50'/170'/290' - - FUTURE HSPA S `x Vii 4 RRU/SPLITTER BOX 6/1/1 61.92 m N/A DC/FIBER. 1/1 FUTURE N x e5 IDEN (2.4mx0.3m) 6 67.00 m 50'/170'/290' LDF7 6 IDEN J °,tlI � ��4 6 O 6 HP4 2 56.406 m TBA LOF2 4 M/W �' 3750 54.90m Ila O 7 HP4 1 54.172 m 305' LDF2 2 M/W a n N m rn x � x I', •TELUS: DC=Y0 CABLE, FIBER=D.5"6 CABLE J /\ 3750 48.80m m02 N m O X /� J I, 3750 42.70m r 2 m rn /\ \I N m m 1.143750 DESIGN SPECIFICATIONS: 36.60m TO: CAN/CSA/S37-01 4U `c‘3' N q 0 Tc m �; WIND: 520Pc (SITE-SPECIFIC VELOCITY PRESSURE) ICE CLASS '11' (25mm) n !, c m x m x x 3750 30.50m • ♦ , STEEL: 040.21 MIN. Fy=350W HOT DIP GALVANIZED OBSTRUCTION MARKING: IF REOUIRED PAINT: IF REQUIRED LADDER: INTERNAL c/w SAFETY RAIL N W J TWIST & 11LT AT PANEL ANTENNAS 1.0 375024.4Dm < 2.0' & m m �n fl ^ I, TWIST & TILT AT M/W ANTENNAS < 0.5' SERVICEABILITY FACTOR ® 0.7 vii J. IMPORTANCE FACTOR = 1.0 mx 3750 1 B.30m TOWER TYPE TRI -POLE rg I , ALL WORK TO OBC & TELUS SPECIFICATIONS LI 3750 12.20m N .?I.O Tc p y 3750 6.10miii, ;4>�;` 2 51 g m .4 1111111111111111111111111111111 ` USZ NSKI 1� °m"" ISSUED FOR PERMIT aro 22 JUNE 1C . MG N►�•.►, �,..:,��.•��►�o. 22 JUNE 10 DIAGONALS •f 3750 ��►11 ►V*•���•►��•►��•:w �n � C' • F� o-...M°''w.'W`iav'�'wm�"ra =warm 1.61.11=0,13 ND WI NM arm.rn ., am�w. .n E MAXIMUM BASE REACTIONS (FACTORED AS PER CSA -S37-01) 1--/ d p F N y OFP s BARE ICED } DOWNLOAD (kN): 3456.6 2633.6 T E L U S co Roehampton COMMUWC.1ON7 LTO iii N 4.9 _ ¢ ,' UPLIFT (kN): 3269.5 2313.4 OLD TAUNTON RD., PICKERING, ON TOWER PROFILE 107.1 MIN 019 0,44.10 No SHEAR (kN): 148.5 TELUS- ON0923 MGA 22 JUNE 10 ON0923 -A01 1,4 ALIACHMENT # REPORT # f # l LN 1t7"/8 File: ON0923 SCHEDULE "0" AUTHORIZATION LETTER FROM: THE CORPORATION OF THE CITY OF PICKERING One The Esplanade Pickering, Ontario LI V 6K7 TO WHOM IT MAY CONCERN: Re: RDAL BTN LTS 16&17 Concession 4 Pickering R PLAN (PART1 40R 26501) Site: ON0923 We/I, The Corporation of the City of Pickering, the owners of the above mentioned property, hereby give TM Mobile Inc. (1'ELUS) and its agents permission to act as our agent to acquire the necessary permits, drawings and/or buildings structural blue -prints, hydro information from the public utility and information from the municipality or other authorities concerned, needed to approve the construction of the telecommunications site at the address indicated above and as shown on the attached plans. Sincerely, 8 of9 4)1 J47 ATTACHMENT #_ REPOR1 #PSN !©j SCHEDULE"E" AMENDMENT TO TERMS AND CONDITIONS 4 Covenants of TELUS. File: ON0923 (b) Taxes, Rates and Assessments — is amended by adding the following at the end of the sentence: "including, but without limiting the forgoing, realty taxes". (e) Removal of Equipment - is amended by adding the following at the end of the sentence: "and the premises shall be restored to its original condition, reasonable wear and tear excepted. Tenant shall be required to remove conduits, concrete foundations (to one(1) metre below grade) expiration or termination of this Lease." (g) Insurance — Should provide that the Insurance policy will contain a waiver of Subrogation, a Severability of interests provision and NOT be cancelled except on not less than 30 days notice to the City. 5. Covenants of The Lessor. (c) Emergency Power - is amended by intentionally deleting the first sentence in reference to the Lessors emergency power. 6. TELUS' Equipment. is amended by adding the following sentence to the end of the paragraph: " "Notwithstanding all of the above no initial work on the Site shall commence until the Lessor reviews and approves the plans and issues the Building Permit." 9. Confidentialiality. Intentionally deleted 13. Encumbrances. Intentionally deleted 23. Environmental. is amended by intentionally deleting the existing paragraph and replacing it with the following: "Landlord represents that it has no knowledge of any substance on the Site that is identified as hazardous, toxic or dangerous in any applicable federal, provincial or local law or regulation. Landlord shall be responsible for any pre-existing contamination of the Site. Landlord and Tenant shall not introduce or use any such substance on the Site in violation of any applicable law." 9 of 9 �f� ATTACHMENT L.. 3 TO REPORT /1 P4M I0-18 ASSIGNMENT, ASSUMPTION AND AMENDING AGREEMENT THIS AGREEMENT is dated (the "Assignment Agreement"). BETWEEN: TM MOBILE INC. (the "Assignor") - and - BELL MOBILITY INC. (the "Assignee") - and - THE CORPORATION OF THE CITY OF PICKERING (the "Landlord") RECITALS: 1. The Assignor and the Landlord are parties to an agreement dated August 19, 2010, copy of which is attached hereto as Schedule "A" (the "Agreement"); 2. The Assignor and the Landlord confirm that the Agreement commenced on October 1, 2010 and that the rent pursuant to the Agreement, as of the date of this Assignment Agreement, is $20,000.00 per annum; 3. The Assignor wishes to assign the Agreement to the Assignee as well as to transfer some or all of its right, title and interest in any construction erected on the leased premises under the Agreement and owned by the Assignor (collectively, the "Assignment"), including, without limitation, any wireless telecommunications antennae, cabling, generator and other related equipment used for wireless telecommunications transmission or reception (the "Telecommunications Equipment"), any tower structure, a mast or a mount (including a rooftop structure, if applicable) to which telecommunications antennae and certain other Telecommunications Equipment can be attached, and including, without limitation, the following infrastructure: poles, conduits, piping, brackets, pedestals, roof piers, all necessary cabling, wiring, fibre optic wiring, hydro -electric wiring, telephone wiring, antenna mounts, and similar items (the "Telecommunications Towers"), any upright enclosure or similar structure used for the storing of Telecommunications Equipment (the "Cabinet") and any building or similar structure used for the storing or housing of Telecommunications Equipment (the "Shelter"; the Telecommunications Equipment, the Telecommunications Towers, the Cabinet and the Shelter are hereinafter collectively, referred to as the "Constructions"), as part of a sale of assets to the Assignee (the "Transaction") expected to occur at a later date; and 4. The Landlord has agreed to grant its consent to the within Assignment, subject to the terms and conditions herein set out. ATTACHMENT # .3 TO REPORT #r ./ NOW THEREFORE, in consideration of the mutual covenants and agreements between the parties to this Assignment Agreement and the sum of One Dollar ($1.00) that has been paid by each of the parties to each of the other, the receipt and sufficiency of which is acknowledged, the parties hereto covenant and agree as follows: 1. Recitals. The parties hereto hereby acknowledge, confirm and agree that the foregoing recitals are true in substance and fact and are incorporated herein. 2. Assignment. As of the Effective Date (as defined below), the Assignor assigns, transfers and sets over to the Assignee the Assignor's undivided right, title and interest in and to the ,Agreement and the Constructions. 3. Assumption. The Assignee covenants and agrees that from and after the Effective Date, it shall at all times do, observe, perform, keep, be liable under and be bound by every covenant, provision, condition, agreement, stipulation and other obligation on the part of the Assignor contained in the Agreement arising from and after the Effective Date. 4. Landlord's Consent. The Landlord hereby: (i) consents to this Assignment of the Agreement and transfer of the Constructions from the Assignor to the Assignee as of and from the Effective Date; (ii) confirms that it has no right, title and interest in the Constructions and, to the extent necessary, waives herein any right, title and interest it may have in such Constructions and undertakes to sign any deed of transfer the Assignee may see fit to acknowledge Assignee's right of ownership in the Constructions as of the Effective Date; (iii) ratifies the Agreement, as amended from time to time,' including, by this Assignment Agreement; and (iv) authorizes the Assignee at its sole cost and expense to register on title the subject Agreement, as amended from time to time, including, pursuant to this Assignment Agreement, as well as its right, title and interest in the Constructions. 5. Representations and Warranties. The Landlord hereby represents and warrants to the Assignee that: (a) the Agreement represents the full agreement between the Landlord and the Assignor and has not been amended; (b) the Agreement is in good standing and in full force and effect, unmodified and there are no defaults by the Assignor or the Landlord under the Agreement; (c) there are no claims, set -offs or other disputes between the Assignor and the Landlord under the Agreement; (d) the rent and all other payments required to be paid by the Assignor under the Agreement have been paid in full until the date hereof; (e) the legal description of the Premises affected by the Agreement is set forth in Schedule "B" hereto; (f) the Landlord is the legal and beneficial owner of the Premises, as set forth in Schedule "B" hereto; (g) the legal description of the Site affected by the Agreement is set forth in Schedule "C" hereto; and A ACHMENI# TO REPORI // E4!4/b _/f3 (h) the Landlord has the authority to grant a leasehold interest in the Site, as set forth in Schedule "C" hereto. 6. Release of Assignor. The Landlord hereby releases the Assignor of and from any and all obligations to observe and perform the terms, covenants and conditions contained in the Agreement that occur from and after the Effective Date. 7. Condition. Notwithstanding anything to the contrary, this Assignment Agreement shall automatically become null and void and shall be deemed to have never been executed should the Transaction, or the portion of the Transaction which relates to the Agreement, not close by August 31, 2019. The Assignee undertakes to notify the Landlord of the closing of the Transaction and of the effective date of this Assignment Agreement, which shall be concurrent with such closing, (the "Effective Date") within 30 days of the closing of the Transaction. The Assignor undertakes to notify the Landlord should closing of the Transaction, or closing of the portion of the Transaction which relates to the Agreement, not occur for any reason. 8. Amendment to Agreement. The Landlord and the Assignee hereby agree to amend and modify the Agreement as follows, the whole effective as of the Effective Date: (a) Schedule "A" of the Agreement shall be deleted and replaced with the "Description of Premises" as set forth in Schedule "B" attached hereto. (b) Schedule "B" of the Agreement shall be amended by adding the "Identification of Site" as set forth in Schedule "C" attached hereto. 9. Landlord Undertaking. Should the Landlord assign the Agreement or otherwise sell the property subject to the Agreement prior to receiving the applicable notice contemplated in Section 7 above, the Landlord shall: (i) ensure that the assignee of the Agreement or acquirer of the property agrees to be bound by the terms of the Agreement, and (ii) promptly advise the Assignor and the Assignee of such assignment or sale within 5 days of such assignment or sale. 10. Registration. Landlord is (check appropriate box(es) and provide required information): ❑ a registrant for the purposes of the Excise Tax Act (Canada) under registration number (GST/HST). ❑ a registrant for the purposes of the Act respecting the Quebec sales tax under registration number (QST). ❑ not registered for the purposes of the Excise Tax Act (Canada) and the Act respecting the Quebec sales tax (GST/HST/QST). Landlord shall provide Assignee with immediate written notice upon and of any change to its GST/HST or QST registration status described above. 11. Further Assurances. Each of the parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other parties may reasonably require from time to time at the expense of the requesting party for the purpose of giving effect to this Assignment Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Assignment Agreement. ATTACHMENT REPOR1 # FIN _/o-/6 12. Assignment. This Assignment Agreement and the obligations of each of the parties shall not be assigned, in whole or in part, except in accordance with the Agreement. 13. Enurement. This Assignment Agreement enures to the benefit of and is binding on the parties and their respective successors and permitted assigns. 14. Notice. The address of the Assignee for notices under the Agreement is: Bell Mobility Inc. 5099 Creekbank Road Building D, Floor 6N Mississauga, ON L4W 5N2 Attention: Real Estate Services Phone: 1-800-667-5263 opt. 1 E-mail: bmresi@bell.ca 15. Severability. Each provision of this Assignment Agreement is declared to constitute a separate and distinct covenant and to be severable from all other such separate and distinct covenants. Without limiting the generality of the foregoing, if any of the capacities, activities, periods or areas specified in this Assignment Agreement are considered by a court of competent jurisdiction as being unreasonable, the court has the authority to limit the capacities, activities, periods or areas to those that the court deems proper in the circumstances. If, in any jurisdiction, any provision of this Assignment Agreement or its application to either party or circumstance is restricted, prohibited or unenforceable, that provision will, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Assignment Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to the other parties or circumstances. 16. Counterparts. This Assignment Agreement may be executed in any number of counterparts, and/or by facsimile or email transmission of Adobe Acrobat files, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. Any party executing this Assignment Agreement by fax or PDF file shall, as soon as practical following a request by any other party, provide an originally executed counterpart of this Assignment Agreement provided, however, that any failure to so provide shall not constitute a breach of this Assignment Agreement. 17. Governing Law. This Assignment Agreement is governed by, and interpreted and enforced in accordance with, the laws of the province in which the leased premises under the Agreement are located and the laws of Canada applicable in that province, excluding the choice of law rules of that province. 18. Language. The parties hereto have requested that this Agreement be drafted in English only. Les parties aux presentes ont demande a ce que la presente convention soit redigee en anglais seulement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] ATTACHMENT #: REPORT # IN WITNESS WHEREOF the parties hereto have duly executed this Assignment Agreement as of the day and year first above written. TM MOBILE INC. Per: Name: Title: I have authority to bind the corporation. BELL MOBILITY INC. Per: Name: Title: I have authority to bind the corporation. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: Weil have authority to bind the corporation. ATTACHMENT #_ J TO �r 'ORT PL SCHEDULE "A" AGREEMENT See attached. ACHiMiEN`i RH201 I/ SCHEDULE "B" TO DESCRIPTION OF PREMISES PIN: 26407-0023 (LT) RDAL BTN LTS 16 & 17, CON 4 PICKERING & RDAL BTN LTS 16 & 17 CON 4 AJAX & RDAL BTN LT 16, CON 4 AJAX AND LT 17, CON 4 PICKERING BTN TAUNTON RD & RDAL BTN CON 4 & 5 PICKERING; PT LT 17, CON 4 PICKERING AS IN CO153788 ; S/T D11654,P128450 AJAX/PICKERING ATTACHMENT # j0 REPORT t/ J 4 Q SCHEDULE "C" IDENTIFICATION OF SITE Part of the Road Allowance between Lots 16 and 17, Concession 4, Pickering, designated as Part 1 on Plan 40R-26501, being part of PIN 26407-0023 (LT). ATTACHMENT # REPORT # Pz-N1 )01 SCHEDULE "D" 10 LIMITED PHASE II ENVIRONMENTAL SITE ASSESSMENT See attached.