HomeMy WebLinkAboutCS 12-22
Report to Council
Report Number: CS 12-22
Date: June 27, 2022
From: Sarah Douglas-Murray
Director, Community Services
Subject: Boardview Advertising Inc.
-Licence Fee Relief and Licence Amending Agreement
-File: A-1440-001
Recommendation:
1.That Report CS 12-22, regarding Boardview Advertising Inc. Licence Fee Relief and
Licence Amending Agreement, be received;
2.That the Mayor and City Clerk be authorized to execute the attached Licence Amending
Agreement, with Boardview Advertising Inc., containing the following c onditions:
a)that the monthly licence fee payments payable to the City in the amount of $4,583.33
be waived from April 2020 to February 2022;
b)that the monthly licence fee payments be reduced by 75 per cent to $1,145.83 for the
months of March, April and May 2022;
c)that the monthly licence fee payments be reduced by 65 per cent to $1,604.17 for the
months of June, July and August 2022;
d)that the monthly licence fee payments be reduced by 50 per cent to $2,291.67 for the
months of September, October and November 2022;
e)that the Licence Agreement with the City be extended from December 1, 2022 to
November 30, 2023 at the full monthly licence fee payment of $4,583.33 or
$55,000.00 per annum;
f)that the Licence Agreement with the City be extended from December 1, 2023 to
November 30, 2024 and increased by 2.5 per cent at a new monthly licence fee
payment of $4,697.92 or $56,375.00 per annum,
g)that the Licence Agreement with the City be extended from December 1, 2024 to
November 30, 2025 and increased by 2.5 per cent at a new monthly licence fee
payment of $4,815.33 or $57,784.00 per annum;
h)subject to minor revisions acceptable to the Director, Community Services and the
Chief Administrative Officer and in a form and content acceptable to the City Solicitor
and Director of City Corporate Services; and
CS 12-22 June 27, 2022
Subject: Boardview Advertising Inc.
Licence Fee Relief and Licence Amending Agreement Page 2
3.That the appropriate officials of the City of Pickering be authorized to take all the
necessary actions to give effect to the recommendations as indicated in this report.
Executive Summary: Due to the pandemic, the Province of Ontario mandated the
complete closure of indoor public venues in March 2020, including the Chestnut Hill
Developments Recreation Complex Arenas, and Don Beer Arena where Boardview
Advertising Inc. (Boardview) has a Licencing Agreement with the City to sell advertising on the
arena rink boards.
The full closure of arenas meant that Boardview was unable to collect any advertising
revenues from its clients. At a macro level, the pandemic has had a destructive toll on many
small to mid-sized businesses including Boardview and the majority of its clients. Even when
arenas were permitted to re-open, Boardview’s clients were not in a position to make their
payments. Coupled with lingering economic uncertainty, it has been difficult for Boardview to
attract and secure new clients.
For these reasons, Boardview is seeking relief from its licence fee payments from April 2020 to
February 2022 and a decreasing discount on its monthly fee payments from March 2022 to
November 2022. Additionally, Boardview would like to extend its Licencing Agreement for a
period of three years commencing December 2022, and at that time, it will once again pay the
full monthly licence fee of $4,583.33.
The existing Licence Agreement, approved by Council in 2018 as per Resolution #486/18
(Attachment 1), is currently in year one of an optional two year extension period. As the
agreement was endorsed by Council, approval for amendment to the agreements must also be
endorsed by Council.
Financial Implications: Boardview is seeking relief from its licence fee payments to the City
of $4,583.33 and is asking for the fees to be completely waived from April 2020 to February
2022, when the arenas were closed and/or spectator attendance restricted. Waiving the
licence fee payments for a period of 23 months totaling $105,416.59.
Boardview is requesting to have the monthly licence fee payment reduced by 75 per cent to
$1,145.83 for the months of March, April and May 2022. This would result in total payments of
$3,437.49 and a waiver of $10,312.50.
Boardview is requesting to have the monthly licence fee payments reduced by 65 per cent to
$1,604.17 for the months of June, July and August 2022. This would result in total payments of
$4,812.51 and a waiver of $8,937.48.
Boardview is requesting to have the monthly licence fee payments reduced by 50 per cent to
$2,291.67 for the months of September, October and November 2022. This would result in
payments of $6,875.00 and a waiver of $6,875.00.
CS 12-22 June 27, 2022
Subject: Boardview Advertising Inc.
Licence Fee Relief and Licence Amending Agreement Page 3
Boardview is requesting to extend its Licence Agreement with the City from December 1, 2022
to November 30, 2023 at the full monthly licence fee payment of $4,583.33 or $55,000.00 per
annum.
From December 1, 2023 to November 30, 2024, the licence fee payments will increase by 2.5
percent equating to a new monthly licence fee payment of $4,697.92 or $56,375.00 per
annum.
From December 1, 2024 to November 30, 2025, the licence fee payments will increase by 2.5
percent equating to a new monthly licence fee payment of $4,815.33 or $57,784.00 per
annum.
The City will receive a total value of $169,159.00 upon completion of the 3 year agreement.
The 2022 approved Current Budget included revenues of $55,000.00 in Account number
403078-10235. Proposed amended revenues would total $19,708.34 in 2022 with a revenue
shortfall of $35,291.66.
Discussion: As a result of the COVID-19 pandemic, all indoor public venues including
arenas were closed to stop the spread of the virus, in March 2020. The Chestnut Hill
Developments Recreation Complex Arenas and Don Beer Arena were only able to reopen in
September 2021. However, while the arenas were open for ice users, no spectators were
allowed in the stands. Eventually, spectators were allowed to return, but at a significantly
reduced capacity as set out by provincial restrictions. Capacity limits fluctuated for half a year,
until they were fully removed in March 2022.
For a business that exists solely on advertising revenues, the extended arena closures and
reduced capacity limits have had a disastrous financial effect on Boardview. Not only did it
have zero advertising revenues for approximately two years, its client base of mainly small-to-
medium businesses were also severely impacted. Boardview lost a large number of its long
term clients, and is only now able to start collecting funds from those who have chosen to stay
on.
Exacerbating Boardview’s dire economic situation is that it has been extremely challenged to
acquire new clients, as a large number of businesses are still struggling to return to profitability
and the uncertainty surrounding the pandemic still lingers making it difficult for clients to
commit to new advertising contracts.
For these reasons, Boardview is seeking relief from its licence fee payments. It is asking that
its licence fee payments be waived to reflect when the arenas were closed and spectator
attendance was restricted from April 2020 to February 2022; that it pay only 25 per cent of the
monthly licence fee for the months of March, April and May 2022; that it pay only 35 per cent of
the monthly licence fee for the months of June, July and August 2022; and that it pay only 50
per cent of the monthly licence fee for the months of September, October and November 2022.
CS 12-22 June 27, 2022
Subject: Boardview Advertising Inc.
Licence Fee Relief and Licence Amending Agreement Page 4
Boardview has also requested an extension of its Licencing Agreement with the City from
December 1, 2022 to November 30, 2025 which staff support. Extending the agreement will
allow them to begin to rebuild its client base and sign on long term advertisers. During this
span, it will once again pay the full monthly licence fee payment of $4,583.33 or $55,000.00
per annum in Year 1 of the agreement, with a 2.5 per cent increase in licence fee payments in
Year 2 of the agreement, and an additional 2.5 per cent increase in licence fee payments in
Year 3 of the agreement.
Attachment:
1.Licence Amending Agreement between Boardview Advertising Inc. and the City of
Pickering
Prepared By: Approved/Endorsed By:
Original Signed By Original Signed By
Mark Guinto Sarah Douglas Murray
Division Head, Public Affairs Director, Community Services
SDM:mg
Recommended for the consideration
of Pickering City Council
Original Signed By
Marisa Carpino, M.A.
Chief Administrative Officer
Attachment #1 to Report CS 12-22
Licence Amending Agreement
This Licence Agreement is made as of the 1st day of July, 2022.
Between:
The Corporation of the City of Pickering
(the "City")
-and -
Boardview Advertising Inc.
(the "Company")
WHEREAS the City has agreed to allow the Company to licence certain areas of the
Chestnut Hill Developments Recreation Complex located at 1867 Valley Farm road,
Pickering and Don Beer Arena located at 940 Dillingham Road, Pickering for
advertising purposes in accordance with the terms and conditions of this Licence;
WHEREAS the City and the Company entered into a previous license agreement
arrangement the Term which was from December 1, 2018 to November 30, 2021 with a
subsequent term of one year renewal upon the City having given written notice to the
Company (the Original License);
WHEREAS due to the pandemic, the Company was unable to collect any advertising
revenue and requested relief from the payment of License Fees as part of the Original
License;
WHEREAS the City sought and obtained City Council approval to enter into this
License Extension and License fee Relief Amending Agreement to amend and extend
the terms and conditions of the Original License Agreement to give relief to the
Company as requested and extend the License Agreement:
IN CONSIDERATION of the mutual covenants hereinafter set forth and other good and
valuable consideration, the parties hereto agree as follows:
Interpretation
1.As used in this Licence, the following terms shall have the following meanings:
(a)"Advertising Content" means the advertising content installed by the
Company on the Arena Boards and Advertising Devices;
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(b)"Advertising Devices" means advertising panels and display cases
within the Chestnut Hill Developments Recreation Complex located at
1867 Valley Farm Road, Pickering (the “Chestnut Hill Developments
Recreation Complex”) and the Don Beer Arena located at 940 Dillingham
Road, Pickering (the “Don Beer Arena”) as identified in Schedule “A”;
(c)"Arenas" means the Delaney and O’Brien Arena located within the
Chestnut Hill Developments Recreation Complex and Pads 1, 2 and 3
located with the Don Beer Arena used for ice skating and ice hockey
purposes, whether or not they are actually being used for said purposes at
any time;
(d)"Arena Boards" means the playing surface side of the boards
surrounding the Arenas;
(e)"Facilities" means the Chestnut Hill Developments Recreation Complex
and the Don Beer Arena; and
(f)“Term” means the term of this Licence as set out in Section 4.
2.The division of this Licence into sections, subsections, articles and schedules
and the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Licence. Unless otherwise
specified, references in this Licence to Sections and Schedules are to Sections
and Schedules in this Licence.
Grant of Licence
3.Subject to the requirements, terms and conditions of this Licence, the Company,
its officers, agents, employees and subcontractors are hereby granted a licence
to access the Facilities at such times as may be permitted by the City in
accordance with this Licence in order to install the Advertising Devices and
Advertising Content.
Term
4.The term of this Licence shall be three (3) years commencing on December 1,
2022 and ending on November 30, 2025 (the "Term") unless terminated
earlier pursuant to the terms of this Licence.
Licence Fees
5.The Company shall pay to the City in and for each year throughout the Term
and any term of renewal as a licence fee the amounts set out below, plus
applicable H.S.T. (the "Licence Fee"):
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Licence Year Minimum Yearly Minimum Monthly
Licence Fee Licence Fee
Year 1 (Dec. 1, 2022 – Nov. 30, 2023) $55,000.00 $4,583.33
Year 2 (Dec. 1, 2023 – Nov. 30, 2024) $56,375.00 $4,697.92
Year 3 (Dec. 1, 2024 – Nov. 30, 2025) $57,784.00 $4,815.33
The Company shall be entitled to the following relief from the payment of license
fees as it relates to the Original Licence Agreement:
(a) that the monthly licence fee payments payable to the City in the amount of
$4,583.33 be waived from April 2020 to February 2022;
(b) that the monthly licence fee payments be reduced by 75 per cent to
$1,145.83 for the months of March, April and May 2022;
(c) that the monthly licence fee payments be reduced by 65 per cent to
$1,604.17 for the months of June, July and August 2022;
(d) that the monthly licence fee payments be reduced by 50 per cent to
$2,291.67 for the months of September, October and November 2022.
6. The Company shall pay the City without and deduction, set-off or abatement
except as expressly provided under this Licence. 100% of the minimum monthly
Licence Fee as set out in the table in Section 6 in equal monthly instalments
payable on the first (1st) day of each month throughout the Term and any term of
renewal commencing December 1, 2018. Within ten (10) business days following
execution of this Licence by both parties, and each year thereafter, the Company
shall deliver to the City twelve (12) post-dated cheques for the minimum monthly
Licence Fee due for the next twelve (12) months of the Term and any term of
renewal.
Installation and Maintenance
7. Prior to the installation of any Advertising Device and Advertising Content, the
Company shall submit style and design drawings to the City which shall have the
right to approve, reject or suggest amendments.
8. Any comment, collaboration, review or approval by the City shall not be
construed as relieving or limiting the responsibility or liability of the Company.
Likewise, provisions of this Licence shall not be construed as imposed on the
City, its officers, employees, servants and agents any responsibility or liability
whatsoever by reason of its consent and approval provided hereunder.
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9.The Company shall provide the City with at least twenty-four (24) hours prior
written notice when access to the Facilities, Arena boards and Advertising
Devices are required in order to install, maintain, replace or remove any
Advertising Devices and Advertising Content. Such access shall be booked and
approved in advance through the Arena Foreperson at the respective Facility as
follows:
Chestnut Hill Developments Recreation Complex
Arena Foreperson: Dave Platz
Phone (office): 905.420.4660 ext. 3225
Phone (cell): 905.767.1537
Don Beer Arena
Arena Foreperson: Brett Naherne
Phone (office): 905.420.4660 ext. 3801
Phone (cell): 905.424.4336
10.The Company shall be responsible for restoring any part of the Facilities
which may be damaged during installation and maintenance of the
Advertising Devices and Advertising Content.
11.The Company shall assume all costs and expenses in connection therewith
for all capital costs and costs of supplying, installing and maintaining the
Advertising Devices and Advertising Content throughout the Term and any
term of renewal.
12.Advertising Content installed on the Arena Boards shall be made of a water-
resistant substance capable of withstanding normal wear and tear of the
Arena Boards, without tearing or being damaged in such a manner as to
adversely affect the surface of the Arena Boards. Notwithstanding anything
else contained herein, the City shall not be liable for any loss or damage to
any Advertising Content installed by the Company on the Arena Boards as a
result of the use of the Arena Boards in the ordinary course, save and except
any loss or damage arising from the negligence or willful misconduct of the
City.
13.All Advertising Devices identified in Schedule "A", other than Item 2 shall be
supplied and installed by the Company and shall remain the property of the
Company notwithstanding that such Advertising Devices may be affixed to
City property (the "Company's Advertising Devices").
14.The Advertising Devices identified as Item 2 in Schedule “A” shall be supplied
by the City at no cost to the Company. Such Advertising Devices shall remain
the property of the City and be maintained by the City (the “City’s Advertising
Devices”).
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15. All Advertising Content to be installed on the City's Advertising Devices shall
be made of "Lexan" or a material of similar weight and properties.
Notwithstanding the foregoing, the City reserves the right to reject any
material it deems to be unsatisfactory and the Company shall replace such
material with an approved alternative.
16. The Company shall not construct, build, erect or install anyimprovements or
fixtures on any City property without the prior written approval of the City.
17. The Company shall make available to the City, one (1) space on each
Advertising Device bi-annually for use by the City free of charge for public
service messages or advertising for municipal purposes, as the City
determines in its sole discretion. The City will be responsible for the cost of
designing, producing and supplying such public service messages or municipal
advertising content. The Company will be responsible for installation and
removal of such advertising content at the Company's sole expense.
18. The Company shall, throughout the Term and any term of renewal, ensure
that the Advertising Devices and Advertising Content are:
(a) installed in good workmanship manner;
(b) maintained in a proper state of repair so that the Advertising
Devices and Advertising Content do not become unsafe,
unsightly or dangerous;
(c) properly functioning in accordance with contractual requirements;
(d) in proper condition, free of safety hazards;
(e) in a state of good repair; and
(f) repaired and maintained to ensure that the Advertising Content
being publically displayed is readable and otherwise of good
quality.
19. The Company shall be responsible for the maintenance or repair of the
Advertising Devices and Advertising Content in accordance with Section
19 and shall undertake all maintenance or repair required at the
Company's sole expense within forty-eight (48) hours of the City notifying
the Company of any Advertising Device or Advertising Content requiring
maintenance or repair. The City shall inform the Company when any
Advertising Device or Advertising Content requires maintenance or repair
as soon as reasonably possible. All of the foregoing shall be completed
at no cost to the City.
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20. The Company agrees that all Advertising Content shall meet minimum
requirements that such advertising be in good taste and that, without
limiting the generality of the foregoing, shall not advertise, promote or
mention in any way:
(a) cigarettes, cigars or any tobacco product or material;
(b) cannabis products or materials;
(c) liquor, wine, beer or any other alcoholic beverage;
(d) prescription or other drugs;
(e) adult entertainment establishments and/or goods or services of
any kind designed to appeal to erotic appetites
(f) soft drinks, fruit drinks, potable waters, flavoured milks or any
other non-alcoholic beverage, including any syrup and preparation
from which they may be made, except those which from time to
time are manufactured and sold or distributed and sole by
authorized beverage vendors;
(g) fitness clubs, health and wellness facilities and/or competitive
services without the prior written consent of the City;
(h) matters of questionable taste in reference to its content or
presentation’
(i) offensive and/or racial matters;
(j) the endorsing or advocacy of, or opposition to, a political point of
view, policy or actions, and/or any advertising which tends to
disparage a candidate, part or cause;
(k) religious advertising which promotes a specific ideology, ethnic,
point of view, policy or action, which, in the opinion of the City
might be deemed prejudicial to other religious groups or offensive
to uses of City property;
(l) demeaning or derogatory portrayals of individuals or groups;
(m) controversial societal issues;
(n) violence or sexuality;
(o) any other subject, goods, products or services otherwise restricted
or excluded by the City’s Advertising Policies from time to time,
City by-laws, the Region of Durham’s By-laws or any law,
regulation or act of any governmental body; and
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(p) the name of any political party and/or advocate the candidacy of
an individual during an election year (federal, provincial, or
municipal).
21. Advertising Content may advertise, promote or mention:
(a) Information to the public informing them of the specifics relating to a
meeting, gathering or event if the information is confined to subject, name
of speaker, location, date and time of event; and
(b) Information related to religious matters designed to promote a specific
meeting, gathering or event, if the information is confined to subject, name
of speaker, location, date and time of event.
22. The City reserves the right to accept or reject any advertising design or copy
proposal submitted by the Company. Further, if the City receives complaints from
the general public about any Advertising Content it will notify the Company in
writing outlining the nature of the complaint and the Company shall take
reasonable measures to address the subject matter of the complaint.
23. The Company acknowledges that the City is guided by the Canadian Code of
Advertising Standards, however, the City is the sole and final arbiter in all
matters relating to advertising content displayed in or on City property. The City
may refuse or order removal of any Advertising Content at any time, at its sole
discretion, and the Company shall remove any Advertising Content that is
deemed by the City not to comply with the provisions herein or is otherwise
objectionable within twenty-four (24) hours of the City giving the Company notice,
failing which the City may remove such Advertising Content at the sole expense
of the Company.
Exclusivity
24. Notwithstanding anything else contained in this Licence, it is acknowledged and
agreed that the Company shall not offer for sale any advertising space on an
exclusive basis. The Company shall not sell or place Advertising Content in any
Facility or location that the City deems to be competitive, and the City, at its sole
and absolute discretion, reserves the right at any time to require the Company to
remove any Advertising Content if such Advertising Content violates any
marketing, sponsorship, naming rights or any other advertising agreement now
or hereafter entered into by the City. The City reserves the right to commit to
naming rights and sponsorship agreements at any time. Such agreements may
limit the ability of the Company to offer long term advertisements. The City will
inform the Company of any pending naming rights/sponsorship agreements
which might impact Advertising Content placed by the Company. The Company
shall remove any Advertising Content which, in the sole opinion of the City,
violates the City's naming or sponsorship agreements, and the City shall make
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available to the Company advertising space in an alternate location which is
comparable or approximately equivalent to the space from which the Advertising
Content was removed. The City shall bear the cost of the removal and
reinstallation work required and the Company shall not be entitled to make
any claim against the City for any loss or costs as a result of the City
exercising its right to require the Company to remove any Advertising Content
in accordance with this Section.
Indemnity
25.The Company shall indemnify, defend and hold the City and its elected
officials, officers, directors, employees and contractors harmless from any and
all actions, causes of actions, suits, damages, losses, costs, claims and
demands of any nature whatsoever arising from.
(a)any actual or alleged libelous or obscene Advertising Content or notice
or any actual or alleged copyrighted matter in any Advertising Content;
(b)any injury or death of any person or persons, and any damage to
property sustained by or occasioned by or in any way arising out of the
condition, acts or omissions, breach of contract of the Company
relating to this Licence or the installation,maintenance, removal or
existence of the Advertising Devices and Advertising Content;
(c)any liability which might arise from any breach of applicable municipal,
provincial or federal regulations, ordinances, by-laws and laws;
(d)any debts or obligations contracted by the Company or its employees
in conjunction with the performance of this Licence;
(e)the placing and/or removal of any Advertising Content on City property;
(f)any claim being made by any person against the City in connection
with any Advertising Content; and
(g)the negligence or willful misconduct of the Company, its agents,
employees and contractors.
26.The obligations of the Company to indemnify the City under the provisions of
Section 26 with respect to liability by reason of any matter arising during the
Term, and any term of renewal, shall survive any termination of this Licence.
27.The Company shall obtain and keep in full force and effect during the Term, and
any term of renewal, the following liability insurance:
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(a) comprehensive liability insurance of not less than five million dollars
($5,000,000.00) per occurrence which shall include contractual liability
coverage for liability including claims that might be brought against the
City by any employee of the Company or any sub-contractor for all
operations and liability assumed under this Licence;
(b) automobile liability insurance of not less than two million dollars
($2,000,000.00) per occurrence in respect of each owned or leased
license vehicle for liability including claims that might be brought against
the City by any employee of the Company or any sub-contractor; and
(c) advertiser's liability insurance which shall include contractual liability
coverage for liability including claims arising out of libel, slander,
unauthorized use of ideas or other materials and invasion of privacy.
28. The policy shall name the City as an additional insured in respect of all
operations performed by or on behalf of the Company.
29. The policy shall not be altered, cancelled or allowed to expire or lapse, without
thirty (30) days prior written notice to the City.
30. The Company shall provide a Certificate of Insurance to the City and if the City is
not provided with a copy of the policy or a renewal thereof during the Term, and
any term of renewal, at least thirty (30) days prior to its expiration date, then the
City may arrange for the required coverage at the expense of the Company.
31. The maintenance of insurance as required above shall in no way limit the liability
of the Company.
Assignment
32. The Company shall not assign or sub-licence all or any portion of this Licence
without the City's prior written consent.
Default
33. If the Company neglects or fails to carry out or to comply with any of the terms,
covenants, undertakings or conditions of this Licence and such default has
continued for a period of fifteen (15) days following written notice to the
Company, the City may, in its sole discretion, elect to terminate this Licence
by giving thirty (30) days notice to the Company and this Licence shall be
terminated on the day specified in the notice. Upon such notice having been
given, the Company shall forthwith remove all of the Company's Advertising
Devices and all Advertising Content, and shall restore the Arena Boards and
the City's Advertising Devices to the condition they were in immediately prior
to the installation of the Advertising Content and to the satisfaction of the City.
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Notice
34. All notices, demands, requests, objections and payments which may be
or are required to be made or given pursuant to this Licence shall be
sufficiently given if served personally upon the party or any executive
officer of the party for whom it is intended, or mailed, prepaid and
registered as follows:
to the City at:
The Corporation of the city of Pickering
Chestnut Hill Developments Recreation Complex
One The Esplanade
Pickering, ON L1V 6K7
Attention: City Clerk, Fax No.: 905.420.9685
and the Company at:
Boardview Advertising Inc.
14 Tresillian Road
North York, ON M3H 1L6
Attention: Jory Sigesmund, Fax No.: 416.633.9668
or at such other address as the parties may from time to time advise by notice
in writing. The date of receipt of any such notice, demand or request shall be
deemed to be the date of delivery if such notice, demand or request is served
personally or, on the second (2nd) business day next following the date of
such mailing if mailed as aforesaid.
General Terms
35. Upon the expiry of the Term, or any term of renewal, the Company shall
remove all of the Company’s Advertising Devices and all Advertising Content
at its expense within thirty (30) days of the termination of this Licence and
restore the Arena boards and the City’s Advertising Devices to the condition
they were in immediately prior to the installation of the Advertising Content
and to the satisfaction of the City.
36. Where the Company fails to remove any of the Company’s Advertising Devices
and any Advertising Content, or to restore the Arena boards and the City’s
Advertising Devices, as required by this Licence, the City may, in its sole
discretion, take ownership and possession of all or any of the Company’s
Advertising Devices and Advertising Content and/or may arrange for the removal
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of all or any of the Company's Advertising Devices and Advertising Content and
the related restoration of the Arena Boards and the City's Advertising Devices,
and the Company shall be solely responsible for paying to the City all costs
incurred by the City for such work.
37. No term, covenant or condition of this Licence shall be deemed to have been
waived unless such waiver is in writing.
38. This Licence shall enure to the benefit of and be binding upon the City and
the Company and their respective successors and permitted assigns.
39. The parties acknowledge that there are no covenants, representations,
warranties, agreements or conditions, expressed or implied, collateral or
otherwise, forming part of or in any way affecting or relating to this Licence save
as expressly set out in this Licence and that this Licence and the Schedules
hereto constitute the entire agreement between the parties and may not be
modified except as herein explicitly provided or except by subsequent agreement
in writing of equal formality hereto executed by the parties. Schedule "A"
attached to this Licence, forms part of this Licence.
40. The parties agree that all of the provisions of this Licence are to be construed as
covenants and agreements as though the words importing such covenants and
agreements were used in each separate paragraph hereof. Should any provision
or provisions of this Licence be illegal or not enforceable, it or they shall be
considered separate and severable from this Licence and its remaining
provisions shall remain in force and be binding upon the parties hereto as though
the said provision or provisions had never been included.
41. The headings in this Licence have been inserted as a matter of
convenience and for reference only and in no way define, limit or enlarge
the scope of meaning of this Licence nor any of the provisions hereof.
42. No interest in the lands is being conveyed by the granting of this Licence •
and the Company shall not register this Licence or any notice in respect
thereof on title without the prior written consent of the City, which consent
may be arbitrarily withheld.
43. 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.
44. This Licence and any information or documents that are provided
hereunder may be released pursuant to the provisions of the Municipal
Freedom of Information and Protection of Privacy Act, R.S.O. 1990,
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c.M.56, as amended, if applicable. This acknowledgement shall not be
construed as a waiver of any right to object to the release of this
Licence or of any information or documents.
45.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 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.
46.Nothing herein contained is intended or shall be construed as in any
way creating a relationship of partnership, joint venture, agency,
landlord/tenant or employer/employee between the Company and the
City.
47.This Licence may be executed in counterparts each of which shall
constitute an original, but all of which when taken together shall
constitute a single contract. Delivery of an executed counterpart of a
signature page of this Licence by telecopy or by sending a scanned
copy by electronic mail shall be effective as delivery of a manually
executed counterpart of this Licence.
Conflict of Interest
48.The Company acknowledges that neither it, nor its principle officers, staff
or its contractors have actual or potential conflicts of interest that would
preclude the Company from entering into this Licence. The Company
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 City, with the
Licence or the exercise of any of the rights or obligations of the
Company hereunder. The Company shall disclose to the City 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.
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49. For clarification, a "conflict of interest" means, in relation to the
performance of its contractual obligations pursuant to this Licence, the
Company'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.
In Witness Whereof the parties hereto have executed this Licence as of the date
first written above.
The Corporation of the City of Pickering
per: ____________________________
David Ryan, Mayor
per: ____________________________
Susan Cassel, City Clerk
Boardview Advertising Inc.
per: _____________________________
Name:
Title:
per: _____________________________
Name:
Title:
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Schedule “A”
Advertising Devices
Item 1 – Framed Advertising
The City of Pickering serves right of refusal on all advertising.
Vendor to provide monthly inventory of all booked spaces. City to retain rights to fill any
empty spaces with City/Sponsor Advertising.
Facility Qty Size Location
Chestnut Hill
Developments
Recreation Complex
6 4' x4' Throughout lobby and arena
seating areas
Chestnut Hill DevelopmentsRecreation Complex
14 4' X 8' Throughout lobby and arenaseating areas
Chestnut Hill
Developments
Recreation Complex
6 4' x4' Throughout lobby and arena
seating areas
Chestnut Hill
Developments
Recreation Complex
14 4' X 8' Throughout lobby and arena
seating areas
Item 2 -Dasher Boards
City of Pickering reserves right of refusal on all advertising
Vendor to provide monthly inventory of all booked spaces. City to retain
rights to fill any empty spaces with City/Sponsor Advertising.
Facility Qty
Chestnut Hill Developments Recreation Complex Delaney Rink 20
Chestnut Hill Developments Recreation Complex O'Brien Rink 15
Don Beer Arena -Arena 1 15
Don Beer Arena -Arena 2 15
Don Beer Arena -Arena 3 15