HomeMy WebLinkAboutECD 04-24Report to Council
Report Number: ECD 04-24
Date: December 16, 2024
From: Fiaz Jadoon
Director, Economic Development & Strategic Projects
Subject: Amendment to Location Agreement for Use of City Property at 3800 Sideline 32
-Sunbelt Rentals Film & TV – Backlot
-File: A-1440
Recommendation:
1. That Report ECD 04-24 from the Director, Economic Development & Strategic Projects
regarding amending the current Location Agreement with Sunbelt Rentals of Canada Inc.
for the temporary use of City property at 3800 Sideline 32 be received;
2. That Staff be authorized to amend the current agreement with Sunbelt Rentals of Canada
Inc., allowing for a reduction in the lease rate from $31,836 plus HST (2025 rate) to
$17,000 plus HST, from February 1, 2025 to September 30, 2026;
3. That the Mayor and City Clerk are hereby authorized to execute the Amending
Agreement between the City of Pickering and Sunbelt Rentals of Canada Inc. in
substantially the form as attached to this report, subject to revisions as may be
acceptable to the City Solicitor and Director, Economic Development & Strategic
Projects; and
4. That the appropriate officials of the City of Pickering be authorized to take the necessary
actions as indicated in this report.
Executive Summary: The purpose of this report is to approve an amendment of section
6(a) of the current Location Agreement between Sunbelt Rentals of Canada Inc. (formerly
known as William F. White International Inc.) and the City of Pickering for the temporary use of
City Property at 3800 Sideline 32, which was approved by Council on April 26, 2021, PLN 20-
24 (Resolution #582/21).
Sunbelt Rentals of Canada Inc. (Sunbelt) has been a tenant of 3800 Sideline 32, Pickering,
Ontario since October 1, 2021 and has been managing and operating the filming backlot. They
have attracted a number of productions to Pickering in the past four years but due to slow
down in the film industry, the backlot has not yielded returns as anticipated. They are now
faced with the decision to either exit their tenancy, or remain tenants of the property, but with a
reduction in their lease rate.
After several discussions between City staff and Sunbelt, a request to reduce the lease to
$17,000 was made to the City. This would allow for uninterrupted, but reduced revenue for the
City of Pickering, and permit Sunbelt to remain managing and operating the filming backlot.
Provisions in the amending agreement would allow for renegotiation of the lease rate for
October 1, 2026 onwards. In carrying out the recommended amendments, section 6(a)(iii) of
-01:Jof-
Pl(KERJNG
ECD 04-24 December 16, 2024
Subject: Amendment to Location Agreement for Use of City Property at 3800 Sideline 32
Page 2
the Location Agreement which indicates an annual 2% plus HST increase of the previous
year’s lease rate would be void.
Relationship to the Pickering Strategic Plan: The recommendations in this report respond
to the Pickering Strategic Plan Priority to Champion Economic Leadership & Innovation.
Financial Implications: The current Location Agreement outlines a lease rate of $30,000
per month plus HST, payable from the commencement of the lease on October 1, 2021 to
September 30, 2026 with the lease rate subject to an annual increase of 2% plus HST.
The 2025 annual lease revenue for this property would be $382,035 or $31,836 per month
plus HST.
If Council approves the monthly lease reduction to $17,000 effective February 1, 2025, the
revised 2025 lease revenue would be $218,836 which represents a decrease of $163,196.
The lease revenue reduction has been accommodated in the Mayor's 2025 budget.
Discussion: The purpose of this report is to approve an amendment of section 6(a) of the
current Location Agreement between Sunbelt Rentals of Canada Inc. (formerly known as
William F. White International Inc.) and the City of Pickering for the temporary use of City
Property at 3800 Sideline 32, which was approved by Council on April 26, 2021, PLN 20-24.
On December 7, 2020, Council approved the City of Pickering to enter into a Location
Agreement with a television production company for the use of City owned lands located at
3800 Sideline 32, Pickering, Ontario as a filming backlot. Within the television productions first
year of tenancy, William F. White International Inc. (WFW) came forward with an offer to
purchase all tangible assets and temporary built forms on the filming backlot and enter into a
long term Location Agreement with the City of Pickering.
On April, 26, 2021, Council approved a Location Agreement with WFW, now known as Sunbelt
from October 1, 2021 to September 30, 2026, with the option to renew the lease for two
additional terms of two years each (Resolution #582/21). This Location Agreement allowed
Sunbelt the exclusive use of the lands for managing and operating the filming backlot.
Sunbelt has been a tenant of 3800 Sideline 32, Pickering, Ontario since October 1, 2021. Their
business heavily supports the TV and Film industry through rentals of camera and lighting
equipment, power and distribution equipment, as well as studio space and more. Their
footprint expands well across North America, United Kingdom, Ireland, and Morocco. The
property located at 3800 Sideline 32 in the City of Pickering is a unique part of their portfolio
where they offer a 23-acre backlot purpose built for feature films, TV series, and commercials.
More specifically, the backlot has 6 interior sets, 30 storefronts, and 2 green screens all
contained within the property.
ECD 04-24 December 16, 2024
Subject: Amendment to Location Agreement for Use of City Property at 3800 Sideline 32
Page 3
This backlot is a unique offering in the Film and Television space as it solves many logistical
issues that Film and TV productions face. There have been a number of productions filmed at
the backlot but due to various unforeseen circumstances within the industry, and despite their
best efforts, the backlot has not yielded returns as anticipated. Due to this, Sunbelt is now
requesting a reduction in the lease rate so they can remain tenants of this property and
continue to exercise their right of assignment to sublease as opposed to terminating the
Location Agreement.
As per the current executed Location Agreement, Sunbelt can sublease, grant and/or assign
all or a portion of its rights and obligations without consent of the City or any other party;
provided they remain secondarily liable for all obligations of the Location Agreement. These
obligations include erecting, maintaining, using and removing temporary sets and structures,
photographing and filming the premises, recording audio in connection with any such filming,
and related uses as outlined in the Location Agreement.
The current Location Agreement outlines a lease rate of $30,000 plus HST per month, payable
from the commencement of the lease on October 1, 2021 to September 30, 2026 with the
lease rate subject to an annual increase of 2% plus HST. Given the existing Location
Agreement, the monthly revenue in 2025 would equate to $31,836 plus HST and $32,472 plus
HST in 2026. Within this agreement and as of September 30, 2024, Sunbelt held the right to
terminate the Location Agreement with 60 days' notice to the City which would negatively
impact the City’s revenue.
In discussion between Sunbelt representatives and City staff, a lease rate of $17,000 plus
HST was found to be a viable rate, allowing them to continue their lease term until September
30, 2026. City staff believe this option is best suited to keep Sunbelt as tenants so the City can
continue to earn revenue while supporting the film production industry as a key business
sector.
After September 30, 2026 Sunbelt has the ability to extend the term of the agreement for two
consecutive renewal terms of two years each given the same terms and conditions are set
forth with an absolute end date of December 31, 2030. If Sunbelt would like to exercise this
option, the City of Pickering and Sunbelt would renegotiate a new lease rate taking into effect
from October 1, 2026 onwards.
In carrying out the recommended amendments, section 6(a)(iii) of the Location Agreement
which indicates an annual 2% plus HST increase of the previous year’s lease rate would be
void.
Staff recommends that council approve the Amending Agreement (see Amending Agreement,
Appendix 1) with Sunbelt outlining the following; a reduction in lease rate to $17,000 plus HST
per month from February 1, 2025 to September 30, 2026, a renegotiation of the lease rate for
October 1, 2026 onwards, and removal of section 6(a)(iii) of the Location Agreement
indicating an annual 2% plus HST increase of the previous year’s lease rate.
ECD 04-24 December 16, 2024
Subject: Amendment to Location Agreement for Use of City Property at 3800 Sideline 32
Page 4
Attachments:
1.Location Agreement
2.Amending Agreement
Prepared By: Approved/Endorsed By:
Original Signed By: Original Signed By:
Azeem Shah Fiaz Jadoon, Ec.D., CEcD, MPM, B.COMM
Senior Advisor, Creative Industries & Tourism Director, Economic Development & Strategic
Projects
FJ:as
Recommended for the consideration
of Pickering City Council
Original Signed By:
Marisa Carpino, M.A.
Chief Administrative Officer
Attachment 1 to Report ECD 04-24
LOCATION AGREEMENT
I. Premises and Uses: The Corporation of the City of Pickering (the "City"), for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, hereby irrevocably grants to William F.
White International Inc. ("User"), the exclusive use of both the real and personal property located at the premises
legally described as follows: Part of Lots 33 and 34, Concession 6, being Part 4, Plan 40R-28722, City of Pickering
(the "Premises"), together with access to and egress from the Premises for User's and its Designces' personnel,
vehicles, and equipment, for the purposes of (a) erecting, maintaining, using and removing temporary sets and
structures, (b) storing equipment, (c) photographing and filming the Premises, including any and all portions thereof
(including, without limitation, the interior and exterior designs of the Premises, sets, structures and furniture items),
(d) recording sound in connection with any such filming, and (e) any uses or purposes related or incidental to any of
the foregoing (collectively, the "Uses"). The Premises is being delivered to the User on an "as is" basis and the User
acknowledges having examined the Premises and being satisfied therewith. "Designees" shall mean any and all
licensees, designces and other parties (including production companies) authorized by User from time to time to
engage in all or any of the Uses on the Premises. User shall have the right to install, al the User's sole cost and
expense, one or more fences and gates on and around the Premises in such locations as deemed necessary by User.
User shall also have the right to install and extend electrical, solar and other alternative energy lines and facilities from
any adjacent right-of-way into, on, through and under the Premises in such locations as User may deem necessary,
and the City shall diligently and in good faith cooperate with the User in connection therewith.
2. Additional Uses: The parking of production vehicles on any municipal road or use of any City
facility not located on the Premises is subject to separate City pem1issions and associated fees. The User acknowledges
that this Location Agreement does not create a real property interest in the Premises as a result of or connected in any
way with the use of the Premises granted herein. The User agree that the use of the Premises pursuant to this Location
Agreement shall be solely for the Uses. There shall be no further uses granted by the City to the User and permitted
by this Location Agreement without the prior written consent of the City, which consent may be withheld by the City
in its sole discretion. Use of the City property for filming activities outside of the Premises is subject to separate
approvals, pemiits and associated fees. The City reserves the right to enter onto the Premises for municipal purposes,
subject to the City providing User with prior written notice and subject further that such entry shall cause no material
interference to the Uses or to the activities or use of the Premises pursuant to this Location Agreement.
3. Use and Rights: User and its Designccs shall have the right to photograph, record and use in any
manner whatsoever any names connected with the Premises and any names, insignias, artwork, and signs located
thereon and any logos, trademarks, service marks, trade dress and verbiage contained on such signs in connection with
or as part of the Uses and the right lo refer to the Premises by any real or fictitious name and the right to attribute any
real or fictitious events as having occurred on the Premises. User and its Designces shall have the right to reproduce,
exhibit, advertise, and exploit and license others to reproduce, exhibit, advertise, and exploit all of the photographs
and recordings made hereunder in connection with the Uses or any matter related thereto, in any and all media, versions
and forms, now known and hereafter devised, throughout the universe, in all languages, in perpetuity, and in any
ancillary exploitation thereof, including, without limitation, publications, partnership marketing campaigns,
soundtracks and merchandising, and in connection with any publicity and advertising, and promotion, marketing and
advertising of exhibitor's products and/or services, and including, without limitation, the right to use or authorize the
use of any photographs and recordings made hereunder in other motion pictures. User and its Designccs shall have
the right, in their sole discretion, to alter or edit the photographs and recordings of the Premises (and any names,
insignias, artwork, and signs located thereon and any logos, trademarks, service marks, trade dress and verbiage
contained on such signs) i.n connection with any of the Uses and in any ancillary exploitation thereof. No credit need
be accorded to the City in connection with any use of the Premises and/or Duplicates (as defined below). The User
or its applicable Designee shall notify the City of any use of stunts, gun fire, pyrotechnics, SPFX, loud noises or
filming after 11 :00 pm and obtain any applicable permits as may be required. Further, the User or its applicable
Dcsignee shall make good faith reasonable efforts to notify all adjacent land owners of the occurrence of such activities
on the Premises at least forty-eight (48) hours prior to the occurrence of such activities. For clarity, User shall own all
sets, structures and other material and equipment located on the Premises and built/brought in by User in connection
with the Uses.
4. Representation and Warranties: The City represents and warrants that the City is the registered
owner of the Premises, that lhc City is fully authorized to enter into this location agreement ("Location Agreement"),
PPAB 6156377v7
that the City bas the right to grant User and its Designees the right to enter and use the Premises and each and all of
the rights granted herein and that no further permission or consent of any other person or entity is necessary for the
City to grant User and its Designees the rights granted herein. Furthermore, the City represents and warrants that the
City will take no action nor allow or permit or authorize any third party to take any action which might interfere with
User's and its Designees' full use and quiet enjoyment of the Premises in accordance with the terms hereof; the City
will maintain the Premjscs in useable condition for all Uses; and it is not necessary for User or any of its Designees
to obtain the consent or permission of, or to pay any amounts to, any person, firm or corporation in order to enable
User and its Designees 10 enjoy the full rights to the use of the Premises as described herein. The City also represents
and warrants that the City shall not accept anything of value (except the payments payable hereunder) for promocing
any product, service or company, or arranging for any person or product to appear, in any public media.
5. Term: User and its Designees may take possession of the Premises on the earlier of (i) October I,
2021 or (ii) the date of the termination of the existing location agreement for the Premises between the City and Jack
Reacher TV Productions Ltd. (the earlier of such dates being the "Commencement Date") and may continue in
possession until September 30, 2026 (the "Term"); provided that in the event that User is not in material uncured
default of this Location Agreement (which default has continued for more than fifteen ( 15) days from the date of
User's receipt of written notice thereof from the City), then User shall have the right, exercisable by written notice to
the City no less than thirty (30) days prior to the expiration of the then-current Term of this Location Agreement, to
extend the Term for two (2) consecutive renewal terms of two (2) years each (the "Renewal Terms") on the same
terms and conditions as set forth herein. Notwithstanding the foregoing or anything to the contrary contained in this
Location Agreemen1, User shall have the right, in User's sole discretion and at any time after September 30, 2024, to
terminate this Locacion Agreement upon at least sixty (60) days' prior written notice to the City, in which case this
Location Agreemen1 shall terminate upon the date sixty (60) days after the date of the City's receipt of such written
termination notice from User. In the event that User's or any of its Designee's use of lhe Premises is prevented or
hampered by occurrences beyond User's, such Designee's and/or the City's control, including without limitation, any
labor controversy, strike or threat of strike, act of God, weather conditions, epidemic and/or pandemic, governmental
action, regulation, or decree, or for any other customary "force majeure" reason, including, without limitation,
unavailability or failure of the showrunner, executive, director, any other production personnel or any member of the
cast to perform for any reasons (including, without limitation, death, illness, incapacity, disfigurement, failure, refusal
or neglect) (collectively a "Suspension Event"), User shall have the right to suspend the Term for the duration of such
Suspension Event and any period required by User or its Designee (as applicable) to resume and perform its activities.
Neither party shall be liable for any damages caused by any delay or fajlure to perform the whole or any part of this
Location Agreement, where such performance is made impossible or impractical due to a Suspension Event.
Notwithstanding the foregoing, if the Premises are not utilized for the full period of time provided for in this Paragraph,
then User will pay the City only a proportionate amount of the applicable rental fee for the Premises on such future
dates. The parties acknowledge the existence of the current COVID-19 global pandemic. If production of any movie,
program, television show or television commercial is prevented, suspended, or postponed by reason of (and including
but not limited to): (i) a high prevalence of COVlD-19 (as determined by User in its sole discretion); (ii) a COVJD-
19 related government scatute, regulation, or order; or (iii) lhc COVID-19 related absence, illness, or injury ofany
cast or crew member, the parties agree that any such event shall be considered a Suspension Event and that User shall
have the right to extend the Term for the duration of the Suspension Event and for any period required to resume and
perform the applicable activities without paying any additional fees.
6. Rental Fee and Costs:
as follows:
PPAB 6156377v7
a. User shall pay rent to the City for the Premises during the Term, and any Renewal Term,
(i) equal monthly payments of S30,000.00, plus H.S.T., from the Commencement
Date to December 31, 2021. The first of such payments to be made on the Commencement
Date or on the first day of a calendar month (if the Commencement Date is on such I st day).
If the Commencement Date is not the first day ofa calendar month, the rent for such month
shall be pro-rated on a per diem basis;
(ii) the sum of S360,000.00, plus H.S.T., paid in equal monthly payments of
$30,000.00, plus H.S.T, from January I, 2022 to December 31, 2022; and
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(iii) for each successive year of the Term from and after December 31, 2022, or any
Renewal Tenn, the annual rent shall increase by an amount equal to 2%, plus H.S.T., of
the annual rent of the previous year of the Term or any Renewal Term.
b. Rent shall be payable by the User to tbe City on the first day of each calendar month during
the Tern, and any Renewal Term.
b. User agrees that the cost of any relocation, extension, alteration or extraordinary
maintenance of existing utilities or services that is required by User during the Term shall be the responsibility of the
User.
c. The User shall be responsible for any and all costs and charges which may be required or
which may result from User's use of the Premises during the Term, including but not limited to, hydro, water,
maintenance, waste removal, portable washroom facilities, telephone service, security, and snow removal.
d. Any necessary electrical installation, or any other installations or site works required by
User during the Term shall be at the User's sole expense.
7. Vacating: User will leave the Premises in substantially as good condition as when received by it,
excepting reasonable wear and tear for the use of the Premises for the purposes herein permitted, and User will remove
all of its sets, structures and other material and equipment from the Premises, unless otherwise agreed to by User. The
City may, in its sole discretion, provide written request to the User at least three (3) months prior to the expiration of
the Term of the City's desire to retain all sets, sbUctures and other material and equipment located on the Premises
for the City purposes and User shall consider in good faith the City's request with the terms and conditions of such
retention being subject to good faith negotiations (if approved by the User). If applicable, the parties agree that User
may take possession of the Premises after vacancy on one or multiple occasions for retakes, added, or new scenes on
other dates and times which will be mutually determined by the parties hereto and all recordings on such dates and
times shall be included within the terms of this Location Agreement. The City agrees to assist User in making such
schedule in good faith and in a reasonable manner and not so as to frustrate the purposes or renegotiate any of the
tenns and conditions of this Location Agreement or to impede, binder, or delay in any manner whatsoever production,
exhibition, distribution or exploitation of any movie, program, television show or television commercial or the
advertising, promotion or publicity thereof.
8. Damages/Security Deposit: The City agrees to submit to User in writing, within fifteen (15) days of
User vacating the Premises (and within fifteen ( 15) days of completion of any additional use by User of the Premises,
if at all) a detailed list of all claimed property damage for which User is responsible ("Damage List"), provided,
however, that if such Damage List is not provided to User by the City in accordance with the terms hereunder, then
the City agrees tl1at the Premises has been satisfactorily restored to the Premises' prior condition in accordance with
the terms and conditions of this Location Agreement. User shall have the right to inspect the alleged damage. In the
event that any actual and verifiable damage 10 the Premises is caused directly by User's use of the Premises, User
agrees to pay for all necessary repairs. Upon tl1e full execution of this Location Agreement, the User shall provide the
City witl, a refundable security deposit in the amount of $100,000 (CAD). The security deposit will be held by the
City to secure against any verified and unrepaired damage to the Premises caused by the User as indicated on the
Damage List. If the City determines that no damage has been caused to the Premises or fails to provide tJ,e Damage
List within the time period set forth above, ilie security deposit shall be returned by the City to the User within thirty
(30) days of the User vacating the Premises.
9. Indemnification: User ,viii indemnify and hold the City harmless from and against any liabilities,
losses, claims, demands, damages or injury (including death) costs (including without limitation reasonable outside
attorneys' fees) and expenses arising in connection with (a) any breach or alleged breach by User of iliis Location
Agreement (except will, respect to matters for which the City indemnifies User) or of any of User's representations or
warranties contained herein; or (b) User's use of the Premises (except with respect to matters for which the City
indemnifies User). The City will indemnify and hold harmless User and all parent, sister and related entities of User,
all Designecs, successors, assigns of User, all distributors, exhibitors, stations, sponsors and advertising agencies of
any program incorporating any audio and video recordings taken on or oftl,e Premises, and all oftl,e officers, directors,
agents, employees and shareholders of each of the foregoing from and against any liabilities, losses, claims, demands,
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PPAB 6156377v7
costs (including without limitation reasonable outside anomeys' fees) and expenses arising in com1ec1ion with any act
or omission oftbe City's employee, agents, and/or contractors, in relation to this Location Agreement or occurring on
the Premises, or any breach or alleged breach by the City of this Location Agreement or of any of the representations
or warranties contained herein.
Environmental Compliance and Indemnification:
a. The User shall not store, bring in or permit the presence of any "Environmental
Contaminant" (which includes any hazardous or toxic substances or materials, including, without limitation, products
of waste, contaminants, pollutants, dangerous substances, noxious substances, toxic substances, hazardous wastes,
flammables, explosives, radioactive materials, asbestos, lead paint, PCBs, urea formaldehyde foam insulation, radon
gas, chemicals known to cause cancer or reproductive toxicity, and any other substances or materials declared or
defined to be hazardous, toxic, contaminant or pollutant in or pursuant lo any law or any authority) in or on the
Premises, except if such is required for any of the Uses, and then only if in strict compliance with all laws and
requirements of all relevant authorities, including, without limitation, environmental laws, occupational health and
safety laws, regulations, requirements, permiL~ and by-laws.
b. If the User shall bring or create upon the Premises any Environmental Contaminant
contrary to the terms of this Location Agreement, then such Environmental Contaminant shall be and remain the sole
property of the User and the User shall remove same, at its sole cost and expense as soon as directed to do so by any
authority, or if required to effect compliance with any environmental laws, or if required by the City. If any such
Environmental Contaminant is not removed forthwith by the User, the City shall be entitled, but not required, upon
reasonable prior written notice to User, to remove the same on the User's behalf, and the User shall reimburse the City
for the cost and expense thereof.
C.
covenants that it will:
thereof;
Lo addition to and without restricting any other obligations or covenants herein, the User
1. comply in all respects with all environmental laws relating to the Premises or use
ii. promptly notify the City in writing of any notice received by User by any authority
alleging a possible violation of or with respect to any other matter involving any environmental laws relating to the
Premises, or any notice received by User from any party concerning any release or alleged release of any
Environmental Contaminant from the Premises; and
111. promptly notify the City of the existence of any Environmental Contaminant on
the Premises to the extent released, deposited, placed or used upon the Premises in violation of applicable laws by the
User or any person for whom the User is responsible in law.
d. In addition to and without restricting any other obligations or covenants contained herein,
the User shall indemnify and hold the City harmless at all times from and against all losses, damages, penalties, fines,
costs, fees and expenses (including reasonable outside attorneys' fees and expenses) resulting from:
1. any breach of or non-compliance with the foregoing environmental covenants of
the User; and
ii. any legal or administrative action commenced by or claim made or notice from
any third party, including, without limitation, any authority, to or against the City, arising from the introduction of
Environmental Contaminants onto, or the release of Environmental Contaminants from, the Premises by the User or
those for whom the User is responsible in law.
e. The User shall provide the City with an Annual Sustainability Plan that addresses
management of the Premises, including, but not limited to, the potential for energy conservation measures, responsible
management and diversion of waste streams, site cleanliness to avoid litter, and green fleet practices.
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PPAB 6156377v7
11. Community Engagement: With the assistance of the City, the User shall consider opportunities to
engage with local educational institutions and the performing arts community, for the purpose of providing on-site
training or mentorship programs related to the film industry.
12. Insurance:
a.
throughout the Term:
At the User's expense, the User shall maintain the following i.nsurance at all times
i. commercial general liability insurance for all liability arising out of bodily injury
(including death) and property damage, such insurance to be for not less than $5,000,000.00 per occurrence or loss,
naming the City as an additional insured under such policy; and
11. automobile insurance for not less than S2,000,000.00 per occurrence or loss.
b. The insurance policy shall state that the policy will not be altered, cancelled or allowed to
lapse without thirty (30) days prior notice to the City. The User shall deliver to the City upon the execution of this
Location Agreement, a certificate of insurance in a form reasonably satisfactory to the City confirming such insurance
coverage.
13. Breach/Remedies: The City acknowledges that, in the event of a breach of this Location Agreement
by User or any third party (including any Designee), the damage, if any, caused to the City thereby will not be
irreparable or otherwise sufficient to entitle the City to seek or obtain injunctive or other equitable relief. The City
acknowledges that the City's rights and remedies in any such event will be strictly limited to the right, if any, to
recover compensatory monetary (but not punitive or consequential) damages in an action at law, and the City will not
have the right to rescind or terminate this Location Agreement or any of User's rights hereunder, nor the right to enjoin
the production, exhibition or other exploitation of any audiovisual program, motion picture or other production, or
any subsidiary or allied rights with respect thereto, nor will the City have the right to terminate the City's services or
obligations hereunder by reason of such breach. The User shall have thirty (30) days from receipt of such notice to
remedy any breach in the manner specified by the City (or such additional time as is agreed to by the City (acting
reasonably and in good faith) to be reasonably necessary to remedy any such breach).
14. Duplicates: The City hereby grants User and its Designees the right to construct duplications of the
Premises, including without limitation, any names, insignias and signs located thereon and any logos, trademarks,
service marks, trade dress and verbiage contained on such signs at or on the Premises (the "Duplicates") and to use
the Duplicates and all photographs and sound recordings made hereunder in any manner or in merchandising or
filming, and to exhibit the Duplicates and all photographs and sound recordings made hereunder in any and all media,
versions and forms, now known and hereafter devised, throughout the universe, in all languages, in perpetuity,
including all promotion, advertising and publicity for User, its Designees and licensees, and any other companies in
any manner affiliated with User or any Designee. The City further agrees to cooperate fully with User and its Designees
in connection with the City's grant of rights contained herein.
15. Rights in Photography: All rights of every kind in and to all photographs and sound recordings made
hereunder and the Duplicates shall be owned by User and its Designecs, licensees, successors, and assigns, and neither
the City nor any other party now or hereafter having an interest in the Premises shall have any right of action against
User or any Designee or any other party arising out of, or in connection with, any use of said photographs or sound
recordings or the Duplicates. The City releases User and all parent, sister and related entities of User, all Designees,
all licensees, successors, assigns of User, all distributors, exhibitors, stations, sponsors and advertising agencies of
any program incorporating any audio and video recordings taken on or of the Premises, and all of the officers, directors,
agents, employees and shareholders of each of the foregoing from any and all claims, demands, causes of action of
any kind or nature whatsoever, and costs arising from or related to the Premises and any of the use of the recordings
made on the Premises as contemplated herein, including, without limitation, claims for trade libel, defamation,
invasion of privacy, copyright infringement, and trademark infringement and/or dilution. Neither User nor its
Designees, licensees, successors and assigns will be obligated to make any actual use of any photography, recordings,
depictions or other references to the Premises hereunder in any audiovisual program, motion picture or otherwise.
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PPAB 6156377v7
16. Assignment: User shall have the right, from time to time in User's discretion, to sublicense, grant
and/or assign all or a portion of its rights and obligations hereunder without the consent of the City or any other party;
provided, however that User shall remain secondarily liable for all obligations on User's part to be performed
hereunder unless such assignment is to a person, firm or corporation acquiring a substantial portion of User's stock
and/or assets, or to a major or so-called "mini-major" production or distribution company, U.S. national television
network, digital media distributor, major record company, major music publisher or any other linancially responsible
third party and such assignee agrees to be bound by the terms and conditions of this Location Agreement, in which
case, User shall be relieved of its obligations hereunder.
17. Conlidentiality: Except as othcnvise authorized by User and/or the telecaster or other exhibitor of
the Program, the City shall not (and shall not authorize others to) publicize, advertise or promote the appearance of
the Premises in any movie, program, television show or television commercial made or produced by User or any of
its Dcsignees. The City acknowledges and understands the valuable and proprietary nature of any such movie,
program, television show or television commercial and any information the City obtains or learns as a result of User's
or any Designcc's use of and lilming the Premises, including but not limited to information and photographs regarding
the User, the Dcsignccs, and any movie or program participants, the set, storylincs, premise and concept and methods
of production shall be considered "Confidential Material". The City further acknowledges that the City may not
disclose such Confidential Material to any third parties by any means, including, without limitation, via social media
outlets such as Facebook, Instagram, TikTok, YouTubc, Snapchat and Twitter, unless such information is already in
the public domain or is required by law. Further, the City shall not use any name, logo, any movie or program title,
trademark or other proprietary mark of User or of its Designees or assigns in any manner. The City is strictly prohibited
from taking any photographs or making any recordings of any kind of the activities of User and its Designees
(including, without limitation, the cast, crew, and/or the sets). The City agrees that any violation of the foregoing
provisions shall constitute and be treated as a material breach of this Location Agreement, which will cause irreparable
harm to User, its applicable Designee and/or the telecaster or other exhibitor of the Program entitling User to seek or
obtain injunctive and other equitable relief (without posting bond) to prevent and/or cure any breach or threatened
breach of this Paragraph by the City. ln addition, the City shall abide by any security, confidentiality and/or social
media policies provided by User or any Dcsigncc or exhibitor in writing.
18. Rules and Regulations:
a. The User and its Dcsignees shall abide by all fire, public health, safety and building
regulations and ordinances and conform with the requirements of all municipal, provincial and federal laws, by-laws
and regulations in relation to their respective use of the Premises, and obtain and pay for all necessary licences and
permits, and shall not do or suffer to be done anything to the Premises or any part thereof in violation of such laws,
ordinances, rules, by-laws and regulations. If the attention of the User is called to any such violation, the User shall
immediately remedy (or cause to be remedied) such violation. In the event the User fails to remedy (or cause to be
remedied) any such violation which is material and if such violation continues beyond the applicable notice and cure
period, the City may, it its sole discretion, order the User to discontinue the use of the Premises until such time as the
violation is remedied.
b. The User or its Designee shall be responsible, at is sole cost, for the provision of any and
all safety, fire protection equipment and control requirements for the filming activities.
c. The User certifies that it is aware of its duties and obligations under the Occupational
Health and Safety Act, R.S.O. 1990, c.O.1, as amended, and shall ensure that its employees, contractors,
subcontractors and their employees are aware of their respective duties and obligations under the Act and have
suflicient knowledge and training to perform all works and services safely and in compliance with the Act. The User
shall rectify (or cause to be rectified) any unsafe act or practice and any non-compliance with the Act immediately
upon being notified by any person of the existence of such act, practice or non-compliance. The User shall indemnify
and save harmless the City,
i. from any loss, inconvenience, damage or cost to the City which may result from
the User or any of its employees, contractors, subcontractors and their employees failing to act safely or to comply in
all respects with the Act in the performance of any works, services or activities on the Premises; and
6
PPAB 6156377v7
ii. against any action, claim or costs related thereto, brought against the City by any
person arising out of any unsafe act or practice or any non-compliance with the Act by the User, any of its employees,
contractors, subcontractors and their employees in the performance of any works, services or activities on the
Premises.
d. The User shall abide by the Health and Safety regulations under Section 21 of the Film and
Television Health and Safety Advisory Committee of the Ontario Ministry of Labour, Training and Skills
Development.
e. Upon execution of this Location Agreement, the User shall provide (or cause its applicable
Designees to provide) proof of a Workplace Safety and Insurance Board (WSIB) "Clearance Certificate" stating that
the User's employees, including agents, contractors and consultants, have adequate WSIB coverage/protection.
f. Notwithstanding anything the contrary in this Paragraph 18, it is agreed and understood
that the City has waived building permits and in lieu thereof, User has provided the City with their drawings with an
engineer's seal.
19. Notices:
a. Any notices to be given or required under this Location Agreement shall be in writing and
sent by personal delivery, electronic transmission (email), national overnight delivery service or by ordinary prepaid
mail to the following addresses:
to the User at:
Address: William F. White International Inc.
800 Islington Avenue
Toronto Ontario
M82 6AI
Attention: RICK PEROTTO
and to the City at:
Pickering Civic Complex, One The Esplanade, Pickering, ON Lt V 6K7
Attention: City Clerk Fax No.: 905.420.9685, or by email : clerks@pickering.ca
b. The parties may designate in writing to each other a change of address at any time. Notice
by mail shall be deemed to have been received on the fifth (5th) business day after the date of mailing, and notice by
personal delivery or electronic transmission (email) shall be deemed to have been received at the time of the delivery
or transmission. In the event of an interruption in postal service, notice shall be given by personal delivery or electronic
transmission (email)
20. Miscellaneous:
a. The User agrees to contact and enter into any required agreements, if applicable, with the
Toronto and Region Conservation Authority (TRCA) at no cost to the City.
b. The City will duly execute and deliver (or procure the due execution and delivery to User)
any additional documents which User may reasonably require to evidence its rights hereunder.
c. Nothing contained herein shall be deemed or construed by the User or the City, nor by any
third party, as creating the relationship of principal and agent, landlord and tenant, partnership or of joint venture
between the User and the City.
d. The User hereby agrees to keep title to the Premises, including every part thereof, free and
clear of any lien, encumbrance or security interest or notice thereof. The User shall discharge all claims for lien and
vacate all certificates of action filed with the City or registered on title to the Premises as a result of the User's failure
7
PPAB 6156377v7
to pay for any materials, work or service within thirty (30) days of being requested to do so by the City. The User shall
not enter into any agreements for the Premises which would run with the Premises and become an obligation of the
City upon termination or expiration of this Location Agreement.
e. The User shall not have the right to register this Location Agreement or notice thereof
against title to the Premises
f. This Location Agreement shall be governed by and interpreted pursuant to the laws of the
Province of Ontario and the laws of Canada applicable therein.
g. The failure of any party to exercise any right, power or option or to enforce any remedy or
to insist upon the strict compliance with the terms, conditions and covenants under this Location Agreement shall not
constitute a waiver of the terms, conditions and covenants herein with respect to that or any other or subsequent breach
thereof nor a waiver by that party any time thereafter to require strict compliance with all tenns, conditions and
covenants hereof, including the terms, conditions and covenants with respect to which the party has failed to exercise
such right, power or option. Nothing shall be construed or have the effect of a waiver except an instrument in writing
signed by a duly authorized officer of the applicable party which expressly waives a right, power or option under this
Location Agreement.
h. This Location Agreement will cnure to the benefit of and will be binding upon the parties'
respective affiliates, successors, licensees, assigns, heirs and representatives. This Location Agreement constitutes the
entire understanding and agreement of the parties hereto with respect to the subject matter hereof and cannot be
amended except by a written instrument signed by the parties hereto. If any provision of this Location Agreement is
adjudged to be void or unenforceable, same shall not affect the validity of this Location Agreement or of any other
provision hereof. The City gives to User the foregoing grant of rights, consent and authority with the full knowledge
and understanding that User will incur substantial expense in reliance thereon. In addition to any of its other rights or
remedies allowed by law or equity pursuant hereto or otherwise, including, without limitation, consequential damages,
User will be entitled to seek injunctive relief in the event of any breach of the City of its representations, warranties
and agreements hereunder. This Location Agreement may be executed in counterparts, each of which shall be deemed
to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
Counterparts shall be accepted in original, electronic, or facsimile form, and the parties to this Location Agreement
adopt any signatures received by receiving facsimile or electronic mail as original signatures of the parties.
[signature page follows]
8
PPAB 6156377v7
June 1, 2021
ACCEPTED AND AGREED TO:
The Corporation of the City of Pickering (the "City")
By Q.,,,{r--
David Ryan
By:'
Its: M~or
SanCasse1
Its: City Clerk
Dated: ______________ _
PPAB 6l56377v7
William F. White International Inc. ("User")
By:
Its:
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Attachment 2 to Report ECD 04-24
AMENDING AGREEMENT
WHEREAS the City of Pickering and William F. White International Inc. entered into a Location
Agreement in June, 2021; and
WHEREAS William F. White International Inc. has been rebranded as a Sunbelt Rentals Company;
and
WHEREAS the City of Pickering and Sunbelt Rentals of Canada Inc. have agreed to amend the June,
2021 agreement as provided for in section 20(h) of the June, 2021 Location Agreement; and
WHEREAS the parties hereto acknowledge and agree that wherever the terms “User” or “William F.
White International Inc.” are referenced in the June, 2021 agreement it is understood that those terms
now apply to Sunbelt Rentals of Canada Inc.;
THE PARTIES HERETO agree to amend section 6(a) of the June, 2021 agreement so that it will read
as follows:
6. Rental Fee and Costs:
a. User shall pay rent to the City for the Premises during the Term, and any Renewal Term
as follows:
(i) Commencing February 1st, 2025 until September 30th, 2026, the monthly rental
amount of $17,000.00 plus H.S.T. and this monthly payment shall be made on the 1st day of
each calendar month.
(ii) Commencing on or about the 1st day of August 2026 the parties hereto shall review
the amount of rent to be payable and shall attempt to negotiate an acceptable rent amount for
the time commencing October 1st, 2026 and thereafter.
(iii) deleted
ACCEPTED AND AGREED TO:
The Corporation of the City of Pickering (the “City”) Sunbelt Rentals of Canada Inc. (“User”)
By: By:
(I have authority to bind the corporation)
Its: Mayor Its:
Dated:
By:
Its: City Clerk
Dated: