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HomeMy WebLinkAboutApril 6, 2021Executive Committee Meeting Agenda April 6, 2021 Electronic Meeting – 2:00 pm Chair: Councillor Ashe Due to COVID-19 and the Premier’s Emergency Orders to limit gatherings and maintain physical distancing, the City of Pickering continues to hold electronic Council and Committee Meetings. Members of the public may observe the meeting proceedings by viewing the livestream. A recording of the meeting will also be available on the City’s website following the meeting. Page 1.Roll Call 2.Disclosure of Interest 3.Delegations Due to COVID-19 and the Premier’s Emergency Orders to limit gatherings and maintain physical distancing, members of the public looking to provide a verbal delegation to Members of the Executive Committee, may do so via audio connection into the electronic meeting. To register as a delegate, visit www.pickering.ca/delegation, and complete the on-line delegation form or email clerks@pickering.ca. Persons who wish to speak to an item that is on the agenda must register by 12:00 noon on the last business day before the meeting. All delegations for items not listed on the agenda shall register ten (10) days prior to the meeting date. The list of delegates who have registered to speak will be called upon one by one by the Chair and invited to join the meeting via audio connection. A maximum of 10 minutes shall be allotted for each delegation. Please ensure you provide the phone number that you wish to be contacted on. Please be advised that your name and address will appear in the public record and will be posted on the City’s website as part of the meeting minutes. 4.Matters for Consideration 4.1 Director, Economic Development & Strategic Projects, Report CAO 03-21 1 Community Partner Membership Agreement -Canadian Centre for Nuclear Sustainability Recommendation: For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca -Cift;of- p](KERJNG 1. That Report CAO 03-21 regarding the Community Partner Membership Agreement, between Ontario Power Generation Inc. (OPG) and The Corporation of the City of Pickering, be received; 2. That the Mayor and City Clerk be authorized to execute the Community Partner Membership Agreement with Ontario Power Generation set out in Attachment 1 to this Report, subject to minor revisions as may be required by the Chief Administrative Officer, Director, Economic Development & Strategic Projects and the Director, Corporate Services & City Solicitor; 3. The City Clerk forward a copy of this Report CAO 03-21 to the Regional Municipality of Durham and Ontario Power Generation; and, 4. That appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this Report. 4.2 (Acting) Director, Community Services, Report CS 15-21 10 Emix Ltd. -Lease Amendment Agreement Recommendation: 1. That Report CS 15-21 respecting the City of Pickering’s Lease Amendment Agreement with Emix Ltd. at 1101 Kingston Road, Suite 280, Pickering, be received; 2. That the Mayor and City Clerk be authorized to execute the Lease Amendment Agreement with Emix Ltd. set out in Attachment 1 to this Report, subject to minor revisions as may be required by the Director, Community Services and the Director, Corporate Services & City Solicitor; and, 3. That the appropriate City officials be authorized to take the necessary actions as indicated in this report. 4.3 Director, Engineering Services, Report ENG 07-21 72 Proposed All-way Stop -William Jackson Drive and Bronzedale Street/Kalmar Avenue Executive Committee Meeting Agenda April 6, 2021 Electronic Meeting – 2:00 pm Chair: Councillor Ashe For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca -Cift;of- p](KERJNG Recommendation: 1. That the attached draft by-law be enacted to amend Schedule "7" to By-law 6604/05 to provide for the regulation of stop signs on highways or parts of highways under the jurisdiction of The Corporation of the City of Pickering, specifically to address the proposed installation of an all-way stop control at the intersection of William Jackson Drive and Bronzedale Street/Kalmar Avenue; and, 2. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 4.4 Director, Engineering Services, Report ENG 08-21 79 Krosno Creek Culvert Replacements – Gas Main Relocations Morden Lane, Reytan Boulevard, and Alyssum Street (including Sandy Beach Road) Recommendation: 1. That the cost proposals for gas main relocations submitted by Enbridge Gas Inc. for; Morden Lane, Reytan Boulevard, and Alyssum Street (including Sandy Beach Road) in the amount of $296,872.94 (HST included) be accepted; 2. That the total net project cost of $294,078.00 (net of HST rebate) for the proposals be approved; 3. That Council authorize the Director, Finance & Treasurer to fund the net project cost of $294,078.00 for the proposals as follows: a) the sum of $152,921.00 by a transfer from Development Charges City’s Share Reserve; b) the sum of $141,157.00 by a transfer from Development Charges-Stormwater Management Reserve Fund; and, 4. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Committee Meeting Agenda April 6, 2021 Electronic Meeting – 2:00 pm Chair: Councillor Ashe For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca -Cift;of- p](KERJNG 4.5 Director, Corporate Services & City Solicitor, Report LEG 07-21 84 Property Standards By-law Recommendation: 1. That Report LEG 07-21 regarding the attached Property Standards By-law be received; 2. That Corporate Services staff be directed to work with Corporate Communications staff to conduct a public consultation campaign, to include social media, to seek public and stakeholder input regarding the attached Property Standards By-law; 3. That the Property Standards By-law be presented to Council after completion of the public consultation campaign; and, 4. That appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this Report. 5. Other Business 6. Adjournment Executive Committee Meeting Agenda April 6, 2021 Electronic Meeting – 2:00 pm Chair: Councillor Ashe For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca -Cift;of- p](KERJNG Report to Executive Committee Report Number: CAO 03-21 Date: April 6, 2021 From: Fiaz Jadoon Director, Economic Development & Strategic Projects Subject: Community Partner Membership Agreement -Canadian Centre for Nuclear Sustainability -File: O-5260-001 Recommendation: 1.That Report CAO 03-21 regarding the Community Partner Membership Agreement, between Ontario Power Generation Inc. (OPG) and The Corporation of the City of Pickering, be received; 2.That the Mayor and City Clerk be authorized to execute the Community Partner Membership Agreement with Ontario Power Generation set out in Attachment 1 to this Report, subject to minor revisions as may be required by the Chief Administrative Officer, Director, Economic Development & Strategic Projects and the Director, Corporate Services & City Solicitor; 3.The City Clerk forward a copy of this Report CAO 03-21 to the Regional Municipality of Durham and Ontario Power Generation; and 4.That appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this Report. Executive Summary: In July 2020, Ontario Power Generation (OPG) launched the Centre for Canadian Nuclear Sustainability (the “CCNS”). This innovation space, located in Pickering, is easily accessible for community members to learn more about OPG’s decommissioning plans and innovative solutions. The mandate of the CCNS is to attract skilled jobs, innovative businesses and economic development within the nuclear energy sector in Durham Region and find advance solutions for minimizing nuclear materials. The City of Pickering has been asked by OPG to become a member of the CCNS by entering into the Community Partner Membership Agreement (the “Agreement”). As a member, the City will take part in the research and planning of the nuclear decommissioning project alongside the CCNS and its membership. The membership also brings a number of opportunities and economic benefits to the City which stimulate research and development, innovation and attraction of industry and talent within our local nuclear energy sector. Financial Implications: Not applicable. - 1 - -01:Jof- Pl(KERJNG CAO 03-21 April 6, 2021 Subject: Community Partner Membership Agreement Page 2 Discussion: In January 2021, Council approved Proposal No. RFP2020-9 to award AECOM Canada Ltd. to undertake a study on the financial, economic and social impacts on the retirement of the Pickering Nuclear Generation Station (PNGS). Ontario Power Generation (OPG) plans to begin shutting down Units 1 and 4 in 2024, followed by Units 5 and 8 in 2025. The safe shutdown of all these units will attract new business investments into the City and result in high skilled job opportunities and an increase in research and development, in support of this unique nuclear decommissioning project. Part of the decommissioning plan is to repurpose the 500 acres of land owned by OPG. In 2016, OPG released a Repurposing Pickering Preliminary Assessment Report, providing a list of options for the site and outlining several factors to consider in achieving the greatest use of the site that benefits not only the City of Pickering, but Durham Region, OPG, and the Province of Ontario. In 2020, OPG launched the Centre for Canadian Nuclear Sustainability (CCNS) to manage operational experiences, industry best practices, and technological advances related to the decommissioning project. Through collaboration and research, the CCNS will identify innovative nuclear solutions and highlight opportunities to advance the nuclear decommissioning project. Collecting information and ideas from the community will assist in developing long-term strategies for repurposing the PNGS site during and after decommissioning. Furthermore, the CCNS will provide advance solutions for minimizing nuclear waste and recycling clean materials. Focused on developing sustainable solutions for industry, environment, and the community, the CCNS mandate is to advance collaboration and research in nuclear material management and Canada Deuterium Uranium (CANDU) reactor dismantlement by identifying new and innovative solutions. In summary, CCNS was created to operate as an innovation hub with a mandate to: a)leverage and coordinate Ontario’s vast talents and competencies to make Canada a world leader in nuclear decommissioning; b)advance solutions for nuclear materials, with a continuing emphasis on minimizing its environmental footprint; c)create economic growth in Ontario; d)mobilize Ontario’s strong nuclear supply chain to develop tooling required for nuclear decommissioning; and e)collaborate by forming partnerships with the industry, community, local businesses, academia, Indigenous communities and global entities to discover research, development and export opportunities for innovative nuclear energy solutions. This initiative will help coordinate innovative solutions, address nuclear safety, create employment opportunities in the City of Pickering, Durham Region and the Province of Ontario, and position Canada as a world leader in nuclear decommissioning strategies. Innovative partnerships with key stakeholders, such as local businesses, organizations, Indigenous communities, the general public and others will help provide valuable insight in the planning of - 2 - CAO 03-21 April 6, 2021 Subject: Community Partner Membership Agreement Page 3 the decommissioning project. The decommissioning project is expected to attract a significant number of jobs and strengthen the local economy. As Durham Region is recognized as the Clean Energy Capital of Canada, the City has been asked by OPG to become a member of the CCNS by entering into a Community Partner Membership Agreement. The membership would enable the City to join forces on innovation for nuclear lifecycle solutions, work together to lead a CANDU decommissioning project, help stimulate the economy through various projects, take part in community events and to further strengthen the relationship between the City and OPG. Given the long-standing relationship between the City and OPG, and the importance of the decommissioning project, staff feel there is significant value in becoming a member of CCNS. The potential impact of this membership will create future opportunities to collaborate and find progressive solutions to repurpose the PNGS lands in the years to come. Attachment: 1.Draft Community Partner Membership Agreement Prepared By: Approved/Endorsed By: Taaha Javed Fiaz Jadoon Economic Development & Strategic Director, Economic Development & Strategic Projects Associate Strategic Projects TJ:tj Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Original Signed By:Original Signed By: Original Signed By: - 3 - COMMUNITY PARTNER MEMBERSHIP AGREEMENT This Community Partner Membership Agreement (“Agreement”) is made the 1st day of September 2020 (the “Effective Date”) between Ontario Power Generation Inc. (“OPG”) and The Corporation of the City of Pickering (the “Member”). Members of the Centre for Canadian Nuclear Sustainability (the “CCNS”) shall be referred to collectively as “Members”. WHEREAS: 1. CCNS will operate as an innovation hub to: (a) leverage and coordinate Ontario’s vast talents and competencies to make Canada a world leader in nuclear decommissioning; (b) advance solutions for nuclear materials, with a continuing emphasis on minimizing its environmental footprint; (c) create economic growth in Ontario; (d) mobilize Ontario’s strong nuclear supply chain to develop tooling required for nuclear decommissioning; and (e) collaborate by forming partnerships with the industry, community, local businesses, academia, Indigenous communities and global entities to discover research, development and export opportunities for innovative nuclear energy solutions. 2. The Member acknowledges that throughout the term of its membership, it will publicly, but non- exclusively, support the purposes and objectives of the CCNS. 3. The Member would like to become a Community Partner of CCNS. NOW THEREFORE, OPG agrees to admit the Member, as of the Effective Date, on the terms and consideration contained herein, and the Member agrees to abide by the terms and conditions contained herein: 1. Community Partners. The Member shall be a Community Partner. Community Partners are not- for-profit entities, public associations and academic institutions . There is no fee for the Community Partners. 2. MEMBERSHIP RIGHTS AND OBLIGATIONS 2.1 Compliance with Policies. The Member agrees to comply with any and all policies and procedures provided to the Member from time to time, which may be amended from time to time. 2.2 Compliance with Applicable Laws. The Member agrees to comply with all Applicable Laws with respect to its membership. “Applicable Laws” means in respect of any person, property, transaction or event, means: (1) all applicable laws, statutes, regulations, municipal by-laws and ordinances and treaties, including the Nuclear Safety and Control Act (Canada), the Export and Import Permits Act (Canada) and the Nuclear Non-proliferation Import and Export Control Regulations (Canada); and (2) any requirements under or prescribed by applicable common law, judgments, orders and decrees. Attachment #1 to Report #CAO 03-21 - 4 - 2 2.3 Cyber Security. Each party will ensure that any information provided or made available by or on behalf of such party in connection with this Agreement, and any media used by or on behalf of such party to store or transmit such information: (a) does not contain, link to, invoke, or communicate with, directly or indirectly, any virus, malware, worm, Trojan horse, adware, spyware, ransomware, trackware, hack tool, dialer, joke program, time lock or other contaminant (collectively, “Contaminants”); and (b) will not directly or indirectly cause, enable, or facilitate any breach, compromise, or unauthorized use of, unauthorized access to, or restriction of the other party’s access to, the other party’s systems, networks, or data. Without limiting the foregoing, prior to the disclosure of any such information, each party will use industry best practices to identify and effectively remove any such Contaminants. In the event of a party’s breach of this section 2.3, such party will, at its sole cost and expense: (c) notify the other party thereof within a reasonable period of time after becoming aware of such breach; (d) cooperate and coordinate with the other party to prevent, stop, contain, mitigate, resolve, recover from, respond to, and otherwise deal with such breach; and (e) indemnify, defend, and hold harmless the other party from and against any and all damages, liabilities, costs, and losses (including legal fees and expenses on a dollar for dollar full indemnification basis) arising therefrom or relating thereto. 3. TERM AND TERMINATION 3.1 Term. The term of this Agreement shall begin on the Effective Date and, unless terminated in accordance with Section 3.2, 3.3 or 3.4 below, shall continue for a period of 3 years. 3.2 Member Termination. The Member may terminate its membership in CCNS upon two months prior written notice to OPG. Upon termination of the Member’s membership, this Agreement shall automatically terminate without further notice. 3.3 OPG Termination. OPG may immediately terminate a Member’s membership in the CCNS without cause. Upon termination of the Member’s membership, this Agreement shall automatically terminate without further notice. 3.4 OPG Termination for Cause. OPG may immediately terminate a Member’s membership in the CCNS upon written notice for breach of the Agreement. Upon termination of the Member’s membership, this Agreement shall automatically terminate without further notice. 3.5 Survival. Notwithstanding the termination of this Agreement, Sections 2 and 4 shall survive and remain in effect. 4. Confidentiality. 4.1 During the course of this Agreement, OPG or the Member (each a “Disclosing Party”) may disclose to the other party (each a “Receiving Party”) certain information (including applications of that information), whether written or oral, which is confidential, a trade secret or otherwise proprietary to the Disclosing Party (collectively, the “Confidential Information”). Such information constitutes Confidential Information whether labelled or otherwise identified as “confidential” or “proprietary”. Confidential Information does not include, however, information that the Receiving - 5 - 3 Party is able to demonstrate to the Disclosing Party’s satisfaction, acting reasonably: (i) was or becomes generally known to the public through no fault of the Receiving Party or its respective shareholders, directors, officers, partners, members, representatives, agents, advisors or any of the Receiving Party’s personnel or any other person for whom the Receiving Party is responsible at law; (ii) was specifically known by the Receiving Party before disclosure by the Disclosing Party and was not subject to any confidentiality obligation; (iii) was developed or ascertained independently without reference to the other party’s Confidential Information; or (iv) was received from a third party without such third party being under a duty of confidentiality. 4.2 All Confidential Information remains, at all times, the exclusive property of the respective Disclosing Party. Except as expressly set out in this Agreement, a respective Receiving Party has no licence or other right to use or disclose any Confidential Information for any purpose whatsoever. Such Receiving Party may use Confidential Information only for the purpose of furthering the mandate of the CCNS as set out in the recitals of this Agreement. Such Receiving Party will ensure that none of its current or former shareholders, directors, officers, partners, members, representatives, agents and advisors or any of its personnel or any other person for whom such Receiving Party or any Subcontractor is responsible at law will use any of the Confidential Information for any purposes other than those expressly set out in this section 4.2. 4.3 At the Disclosing Party’s request, the Receiving Party will promptly (and in any event, within ten business days of receipt of such request) return to the Disclosing Party or destroy, at the Disclosing Party’s election, any and all Confidential Information belonging to the Disclosing Party, including all reproductions and any documents based on any of the Confidential Information, and will not retain any copies thereof). 4.4 Each Receiving Party acknowledges that each Disclosing Party would not have an adequate remedy at law for monetary damages if the Receiving Party fails to fulfil any of its obligations under this Section 4. Accordingly, in addition to any other remedies under this Agreement, each Disclosing Party will be entitled to seek equitable relief, including any injunction, specific performance or other remedy in law or equity (without being required to post a bond or other security), in respect of any breach or threatened breach of this Section 4 and in which case, each Receiving Party consents to any such injunction, specific performance or other remedy in law or equity 4.5 FIPPA and OEB. (a) The Member acknowledges and agrees that OPG is subject to the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended from time to time (“FIPPA”), the Ontario Energy Board Act, S.O. 1998, c. 15, as amended from time to time, and the Ontario Energy Board Rules of Procedure (collectively, “FIPPA and OEB Legislation”). OPG will comply with its obligations under the FIPPA and OEB Legislation. The Member is strongly advised to consult its own legal advisors as to the appropriate way in which confidential or proprietary business information should be marked as such. (b) Subject to the provisions of FIPPA and OEB Legislation, OPG will use reasonable commercial efforts to safeguard the confidentiality of any information identified by the Member as confidential but will not be liable in any way whatsoever to the Member if such information is disclosed based on an order or decision of the Information and Privacy Commissioner of Ontario, Ontario Energy Board or otherwise as required by Applicable Law. - 6 - 4 4.6 MFIPPA (a) OPG acknowledges and agrees that the Member is subject to the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, as amended from time to time (“MFIPPA”). The Member will comply with its obligations under MFIPPA. OPG is strongly advised to consult its own legal advisors as to the appropriate way in which confidential or proprietary business information should be marked as such. (b) Subject to the provisions of MFIPPA, the Member will use reasonable commercial efforts to safeguard the confidentiality of any information identified by OPG as confidential but will not be liable in any way whatsoever to OPG if such information is disclosed based on an order or decision of the Information and Privacy Commissioner of Ontario or otherwise as required by Applicable Law. 5. GENERAL 5.1 Authority to Execute Agreement. The Member hereby represents and warrants to OPG that (i) the member has the authority to enter into this Agreement and to perform its obligations hereunder; (ii) the execution and performance of this Agreement does not and will not violate any agreement to which the Member is a party or by which it is otherwise bound; (iii) this Agreement constitutes a legal, valid and binding obligation of the Member, enforceable against the Member in accordance with its terms; and (iv) the Member has provided OPG with true, correct and complete information about the duration of the Member’s operations and any other information required to determine the class of the Member’s membership. 5.2 No Intellectual Property Rights Granted. By executing this Agreement, the Member neither grants nor receives, by implication, or otherwise, any rights under any copyright, patents or other intellectual property rights of OPG or any other member of CCNS. 5.3 Public Announcements. If requested to do so, the Member will assist OPG in making a public announcement of the Member’s joining CCNS. The Member will be permitted to make public announcements or issue press releases concerning its own activities as a member in CCNS with OPG’s prior written consent. 5.4 No Warranty. OPG and the Member each acknowledge and agree that, except as otherwise agreed in writing, all information provided to or by OPG under this Agreement is provided “as is”, with no warranties or conditions whatsoever, whether express, implied, statutory or otherwise, and OPG and the Member each expressly disclaim any warranty of merchantability, merchantable quality, non-infringement, and fitness for any particular purpose with respect to such information. 5.5 Waiver. The Member irrevocabl y waives any claims and all rights of recover under contract with OPG or otherwise, whether based on statute, breach of contract, tort, warranty, equity, common law, negligence, negligent misrepresentation, strict liability, intended conduct or otherwise, that the Member may have against OPG attributable to bodily injury, sickness, disease or death, or to damage to or destruction of tangible property, including any resulting loss of use and shall not hold OPG liable for any such claims. 5.6 Indemnity. The Member agrees to indemnity and hold harmless from and against all claims, losses and damages suffered or incurred by OPG to the extent such claims, losses or damages that occur as a result of the Member’s participation in the CCNS. 5.7 Limitation of Liability. The liability of OPG respecting all claims arising in respect of this Agreement will not exceed $300,000. - 7 - 5 5.8 Consequential Damages Disclaimer. In no event will either OPG or the Member be liable to each other or any other member or third party under this Agre ement for the cost of procuring substitute goods or services, lost profits, lost revenue, lost sales, loss of use, loss of data or any incidental, consequential, direct, indirect, punitive, or special damages, whether or not such party had advance notice of the possibility of such losses or damages. 5.9 Governing Law. This Agreement shall be construed and controlled by the laws of the Province of Ontario without reference to conflict of laws. 5.10 Dispute. All disputes, disagreements, controversies, questions or claims arising out of or relating to this Agreement, or in respect of any legal relationship associated with or arising from this Agreement, including with respect to this Agreement’s formation, ex ecution, validity, application, interpretation, performance, breach, termination or enforcement, will be determined by litigation in the Superior Court of Justice of Ontario at Toronto, to the jurisdiction of which the parties irrevocably attorn. 5.11 Notices. Except as otherwise provided in this Agreement every notice required or permitted under this Agreement must be in writing and may be delivered in person, by courier or by email to the applicable party, as follows: If to OPG, Ontario Power Generation Inc. 700 University Avenue, H19 Toronto, Ontario, M5G 1X6 Attention: VP Decommissioning Strategy Email: carla.carmichael@opg.com if to Member, The Corporation of the City of Pickering One The Esplanade Pickering, Ontario, L1V 6K7 Attention: City Clerk Email: clerks@pickering.ca or to any other address, email address or individual that a party designates by notice. Any notice under this Agreement, if delivered personally or by courier will be deemed to have been given when actually received, if delivered by email before 3:00 p.m. on a business will be deemed to have been delivered on that business and if delivered by email after 3:00 p.m. on a business day or on a day which is not a business day will be deemed to be delivered on the next business day. 5.12 Entire Agreement. This Agreement sets forth the entire understanding of OPG and the Member with respect to the subject matter hereof. 5.13 Amendment. Except as expressly provided in this Agreement, no amendment, restatement or termination of this Agreement in whole or in part is binding unless it is in writing and signed by OPG and the Member. Accordingly, this Agreement will not be amended by any invo ice or other document (even where invoice or other document purports, directly or indirectly, to be paramount to any term of this Agreement), unless such invoice or other document is signed by OPG and the Member. 5.14 Assignment. The Member is not entitled to assign any of its rights or obligations under this Agreement without the prior written consent of OPG. For purposes of this Agreement, an assignment shall be deemed to include a transfer or sale of all or substantially all of the business, assets or shares of the Member, or a merger, consolidation or other transaction that results in a change in control of the Member. - 8 - 6 5.15 Severability. If any term of this Agreement is or becomes illegal, invalid or unenforceable, the illegality, invalidity or unenforceability of that term will not affect the legality, validity or enforceability of the remaining terms of this Agreement and the parties will, if necessary, amend this Agreement to accomplish the intent of the parties as originally set out in this Agreement to the maximum extent allowed by Applicable Laws 5.16 Relationship of Parties. Nothing in this Agreement will be construed as constituting either party as the agent, partner, joint venture or other representative of the other party. Member’s personnel are solely the employees of Member (and not OPG’s) for all purposes under this Agreement, including for all purposes under any Applicable Laws. Accordingly, none of Member’s personnel is entitled to any benefits respecting any pension or other benefit plan, program or policy of OPG. Member will pay all Taxes respecting each of Member’s personnel and OPG will have no responsibility for any such Taxes. 5.17 Counterparts. This Agreement and any Amendment, restatement or termination of this Agreement in whole or in part may be signed and delivered in any number of counterparts, each of which when signed and delivered is an original but all of which taken together constitute one and the same instrument. Any counterpart signature transmitted by sending a scanned copy by electronic mail or similar electronic transmission will be deemed an original signature. IN WITNESS WHEREOF, OPG and the Member have executed this Agreement as of the Effective Date. The Corporation of the City of Pickering By: Name: Title: Ontario Power Generation Inc. By: Name: Title: - 9 - Report to Executive Committee Report Number: CS 15-21 Date: April 6, 2021 From: Brian Duffield (Acting) Director, Community Services Subject: Emix Ltd. - Lease Amendment Agreement - File: A-1440 Recommendation: 1. That Report CS 15-21 respecting the City of Pickering’s Lease Amendment Agreement with Emix Ltd. at 1101 Kingston Road, Suite 280, Pickering, be received; 2. That the Mayor and City Clerk be authorized to execute the Lease Amendment Agreement with Emix Ltd. set out in Attachment 1 to this Report, subject to minor revisions as may be required by the Director, Community Services and the Director, Corporate Services & City Solicitor; and, 3. That the appropriate City officials be authorized to take the necessary actions as indicated in this report. Executive Summary: The City of Pickering has an existing Lease Agreement with Emix Ltd. from January 1, 2016 to June 30, 2021 for the use of the commercial office space located at 1101 Kingston Road, Suite 280. The Lease Agreement is for a five year and six month term with the option for two additional renewal terms of five years (Attachment 2). Culture & Recreation staff have been occupying the space since July 1, 2016. The Community Services Department recommends to renew the Lease Agreement for a five year term beginning July 1, 2021 and ending June 30, 2026, as per the conditions set out in the Lease Amendment Agreement included as Attachment 1. Financial Implications: As per the attached Lease Amendment Agreement, the lease at 1101 Kingston Road, Suite 280 is based on 2,853 of rentable square feet. The recommended lease renewal would obligate the City to pay rent at a rate of $72,815.00 per year ($6,067.91 per month), plus HST, for the five year term. The yearly basic rental rate will increase at $0.30 per square foot for the five year term of the Lease. Discussion: As per Council Resolution #117/15, the City of Pickering entered into a Lease Agreement with Emix Ltd. for the use of commercial office space located at 1101 Kingston Road, Suite 280 for a five year and six month term, with the option for two additional renewal terms of five years. The commercial office space is 2,853 square feet of rentable office space on - 10 - -Cd:fof- p](KERJNG CS 15-21 April 6, 2021 Subject: Emix Ltd. Lease Amendment Agreement Page 2 the 2nd floor of a commercial office tower and features 7 enclosed offices, open space for multiple workstations, meeting room, reception area, photocopy area, kitchenette and storage room. Culture & Recreation staff have been occupying the space since July 1, 2016. The current Lease Agreement is set to expire on June 30, 2021. The Culture & Recreation staff located at 1101 Kingston Road may be relocated to offices within City Hall, subject to the timelines of the City Centre project. To better accommodate this eventuality staff negotiated a favorable term for a five year extension including a six month termination provision, starting on December 31, 2022. Staff therefore recommend that Council approve the extension of the Lease Agreement to accommodate the City’s need for space. The Community Services Department recommends that the Lease Amendment Agreement included as Attachment 1 to this Report be initiated for a five year term beginning July 1, 2021 and ending June 30, 2026. Attachments: 1.Draft Lease Amendment Agreement 2.Emix Ltd. Lease Agreement dated January 1, 2016 Prepared By: Approved/Endorsed By: Brian Duffield Paul Bigioni (Acting) Director, Community Services Director, Corporate Services & City Solicitor BD:as Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Original Signed By: Original Signed By: Original Signed By: - 11 - LEASE AMENDMENT AGREEMENT BETWEEN: EMIX LTD. (the “Landlord”) -and - THE CORPORATION OF THE CITY OF PICKERING (the “Tenant”) WHEREAS the Landlord and the Tenant entered into a lease dated January 1, 2016 (the “Lease”) for 2,853 square feet of space known as suite 280 on the second floor of the building municipally known as 1101 Kingston Rd. Pickering, Ontario (the “Building”) and as more particularly described in the Lease; AND WHEREAS the parties hereto have agreed to extend the Lease for a period of Five (5) years pursuant to the terms hereof; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the exchange of two dollars ($2.00), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. The parties hereto agree that the Lease shall be extended for a period of Five (5) years such that the Tenant shall have and hold the Premises for and during a term to be computed from and inclusive of July 1, 2021 and ending on June 30, 2026 (hereinafter the “Extended Term”). 2. During the Extended Term, the Tenant shall pay to the Landlord at the address designated by the Landlord, in lawful money of Canada, and without deduction, abatement, set-off or prior demand therefore, rent for the premises as follows: Year of Term Price per Sq. Ft. of Rentable Area per Annum Yearly Basic Rent Monthly Basic Rent July 1, 2021 to June 30, 2022 $12.00 $34,236.00 $2,853.00 July 1, 2022 to June 30, 2023 $12.30 $35,091.90 $2,924.33 July 1, 2023 to June 30, 2024 $12.60 $35,947.80 $2,995.65 July 1, 2024 to June 30, 2025 $12.90 $36,803.70 $3,066.98 July 1, 2025 to June 30, 2026 $13.20 $37,659.60 $3,138.30 3. The Tenant shall pay applicable Goods and Services Tax ("GST") and /or Harmonized Sales Tax (“HST”). 4.For greater certainty and clarification, the Tenant acknowledges and agrees that with respect to the Extended Term, the Landlord shall have no obligation to pay to the Tenant any allowance or inducement, or do or perform any work in, on or to the Premises. Attachment #1 to Report CS 15-21 - 12 - 5. The Address for Service of Notice on landlord shall include: Emix Ltd. 164 Bentworth Avenue, Unit A Toronto, Ontario, M6A 1P7 Attention: Christian Hepfer with a copy to: chepfer@emixprop.com; pmccluskey@emixprop.com; leasing@emixprop.com 6. The Tenant shall have a right to terminate the Lease on December 31, 2022 or any time between January 1, 2023 and June 30, 2026 for any reason, providing that the Tenant submits to the Landlord, written notice to such effect at least Six (6) months prior to the date of termination. If the Tenant so terminates this Lease, it shall, deliver to the Landlord vacant possession of the Premises in accordance with terms and conditions of the Lease. 7. In the event of a conflict between the terms of the Lease and the terms of this agreement, the terms of this agreement shall prevail. Except as specifically provided herein, all other terms, conditions and provisos of the Lease as amended shall remain the same and unchanged. 8. Unless otherwise defined, the capitalized terms herein shall have the same meaning as in the Lease. 9. The recitals at the head of this agreement are true and accurate and form a part hereof. 10. This agreement may be executed in any number of counterparts, and each of such counterparts shall constitute an original of this agreement and all such counterparts together shall constitute one and the same agreement. This agreement or counterparts hereof may be executed and delivered by fax or email, and the parties adopt any signatures provided or received by fax or email as original signatures of the applicable party or parties. IN WITNESS WHEREOF the parties hereto have duly executed these presents as of the ____ day of February, 2021. SIGNED, SEALED AND DELIVERED In the presence of: EMIX LTD. Per: _______________________ Christian Hepfer, President THE CORPORATION OF THE CITY OF PICKERING Per: _______________________ David Ryan, Mayor Per: _______________________ Name: Susan Cassel City Clerk - 13 - Attachment #2 to Report CS 15-21 - 14 - Project: Premises: EMJXLTD. -and- E.\11X OFFICE MULTIPLE OCCUPANCY LANDLORD THE CORPORATIO:S OF THE CITY OF PICKERING LEASE 1101 Kingston Road, Pickering Currently known as Suite 280 TENANT - 15 - TABLE OF CONTENTS ARTICLE I.. ..................................................................................................................................... 1 l. LEASE SUMJv[AR.Y ........................................ , .................................................................. 1 1.1 Lease Summ.ary .................................................................................................................... l ARTICLE II ............. : .................................................................................. , ........................ , .......... .3 2. DEFINITIONS .................................................................................................................... .3 ARTICLE ID ............................................................. : ..................................................................... 9 3. INTENT OF LEASE. ........................................................................................................... 9 3.1 Net Lease ...................................... : ....................................................................................... 9 ARTICLE IV ................................................. , ........................ : ......................................................... 9 4. LEASE OF PREMISES ....................................................................................................... 9 4.1 Premises ............................................................................................................................... 9 4.2 Term .............................. · ............... · ...................................................................................... 9 4.3 Use Prior to Co=encement Date .................................................................................... 10 4.4 Acceptance of Premises ..................................................................................................... 10 4.5 Licence to Use Co=on Facilities .................................................................................... 11 4.6 QuietEnjoyment ................................................................................................................ 11 · ARTICLE V ................................................................................................................................... 11 5. RENT ................................................................................................................................ 11 5.1 Tenant to Pay ............................................................................................. , ....................... 11 5.2 Basic Rent ................................. .-..................................................... , .................................. 11 5.3 Additional Rent .................................. : ............................................................................... 12 5. 4 Deemed Rent and Allocation ............................................................................................. 12 5 .5 Monthly Payments of Additional Rent .............................................................................. 12 5 .6 Partial Months Rent ........................................................................................................... 13 ARTICLE VI .................................................................................................................................. 13 6. TAXES .................................... , .......................................................................................... 13 6.1 Taxes Payable by Tenant ................................................................................................... 13 6.2 Determination of Tenant's Taxes ............... , .. ,· ....... , .. , .. : ........................... , .......................... 13 6.3 Business Taxes and Sales Taxes ........................................................................................ 14 6.4 Tax Bills andAssessmentNotices ..................................................................................... 14 6.5 Contest of Realty Taxes ..................................................................................................... 14 ARTICLE VII ................................................................................................................................ 15 7. OPERATION OF PROJECT ............................................................................................. 15 7.1 Operation of Project by Landlord ............................................................... : ...................... 15 7.2 Tenant's Payment of Operating Costs ................................................................................. 15 7.3 Adjustments to Operating Costs ........................................................................................ 15 7.4 Security (Office only) ......................................................................................................... 15 ARTICLE VIII ............................................................................................................................... 16 8. USE OF PREMISES .......................................................................................................... 16 8.1 Use of Premises .......................•........•................................................................................. 16 8.2 Tenant's Fixtures ................................................................................................................ 17 - 16 - 11 8.3 Signs ......................................................................................... · ......................................... I 7 8.4 Waste Removal .................................................................................................................. 17 8.5 Pest Control. ....................................................................................................................... 17 8.6 Waste and Nuisance ............................................................................................................ 18 8.7 Compliance with Laws ....................................................................................................... 19 8.8 Deliveries ........................... ; .............................................................................................. 19 8.9 Window Coverings ............................................................................................................ 19 ARTICLE IX .................................................................................................................................. 19 9. SERVICES AND UTILITIES ............................................................................................ 19 9.1 Utilities .......................................... ~ .................................................................................... 19 9.2 Landlord's Services ..................... , .......................................................................... : ........... 20 9 .3 Non-Liability of Landlord .................................................................................................. 20 9.4 Landlord's Suspension of Utilities ..................................................................................... 20 9.5 Landlord's Services ............................................................................................................ 21 9.6 Landlord's Charges for Services ......................................................................................... 21 ARTICLE X ................................................................................................................................... 21 10, MAJNTENANCE, REP AIRS AND ALTERATIONS ...................................................... 21 10.1 Maintenance and Repairs of Premises ............................................................................... 21 10.2 Approval of Repairs and Alterations ................................................................................. 21 10.3 Repair According to Landlord's Notice ............................................................................. .23 10. 4 Notice by Tenant.. ............................................................................................................. .23 10.5 Ownership of Leasehold Improvements ·················································.-········'·················23 10.6 Construction Liens ............................................................................................................. 23 10.7 Landlord's Repairs .............................................................................................................. 24 ARTICLE XL ..... : ......................................................................................................................... .24 11. END OF TERM ...................... , .......................................................................................... 24 11.1 Vacating of Possession ...................................................................................................... 24 11.2 Removal of Trade Fixtures ............................................................................................... .211, 11.3 Removal of Leasehold Improvements ................................................. : ............................ .24 11.4 Overholding by Tenant ...................................................................................................... 25 ARTICLE XII ......................................................................................................................... , ...... 25 .12. DAMAGEAND. DESTRUCTION ............................................................................. "'"'···25 12.l Insured Damage to Premises .............................................................................................. 25 12.2 Uninsured Damage.and Last Two Years .......................................................................... .26 12.3 Damage to Project ............................................................................................................... 27 12.4 Restoration of Premises or Project ..................................................................................... 27 12.5 Determination ofMatters ................................................................................................... 27 ARTICLEXIII ............................................................................................................................... 27 13. INSURANCE AND INDEMNITY ........ , ................ : ................ _. ............ : .......................... .27 13.1 Landlord's Insurance ........... : ..................................................... : ........................................ 27 13.2 Tenant's Effect On Other Insurance .................................................................................. .28 13.3 Tenant's Insurance .............................................................................................................. 28 13.4 Landlord's Right to Place Tenant's Insurance ................................................................... .30 13.5 Landlord's Non-Liability .................................................................................................... 30 13.6 Indemnity of Landlord .......................................................................................... : ........... .31 - 17 - iii 13.7 Landlord's Employees andAgents .................................................................................... .31 ARTICLE XIV ............................................................................................................................... 31 14. ASSIGNMENT, SUBLETTING AND CHANGE OF CONTROL ................................. .31 14.1 Consent Required ............................................................ : .................................................. 31 14.2 Obtaining Consent ························································································.····················.32 14.3 Landlord's Option ................................................................................................ , .............. 32 14.4 Terms of Consent .............................................................................................................. .33 14.5 EffectofTransfer ............................................................................................................... 33 14.6 No Advertising ofPremises .............................................................................................. .34 14.7 Mortgage ofLease ............................................................................................................. .34. 14.8 Corporate Tenant ............................................................................................................... 34 14.9 Assignment by Landlord .................................................................................................... 34 ARTICLE XV ............................................................................................................................... .34 15. STATUS AND SUBORDINATION OF LEASE ............................................................. .34 15.1 Status Statement ..................................................................................................... : .......... .34 15.2 Subordination andAtto=ent .......................................................................................... .35 15.3 Tenant's Failure to Comply ................................................................................................ 35 15.4 Registration ....................................................................................................................... .35 ARTICLE XVI ............................................................................................... : .............................. .35 16. . DEFAULT AND REMEDIES .................................... ,. .................................................... .35 16.1 Default and Remedies ....................................................................................................... .35 16.2 Interest ................................................. ···································--·················· ....................... ·37 16.3 Costs .................................................................................................................................. .37 • 16.4 Distress and Tenant's Property ........................................................................................... 38 16.5 SecurityDeposit ................................................................................................................ .38 16.6 Remedies to Subsist ...•...................................................................................................... .39 16.7 Impossibility of Performance ............................................... , .............................. : ............. .39 ARTICLE XVII .............................................................................................................................. 39 17. CONTROL OF PROJECT ................................................................................................ .39 17.1 Landlord's Control ....................................................................... , .................................... .39 17.2 Alterations of the Project ...................................................... , ........................................... .40 _ 17 .3_ . __ C:::9imno11 F a,:_Uities and Parking ....................... : ............... ----········-·························40 · 17.4 Rules and Regulations ..................................................................................... : .................. 41 17.5 Access to Premises ....... , ..................................................................................................... 41 17. 6 Expropriation ..................................................................................................................... 41 17.7 If the whole or any part of the Project shall be expropriated ............................................ .42 17.8 Landlord's Consent.. .........................................................................•................................. 42 17.9 Teleco=unications Carrier's Access ............................................................................... 42 17.10 Wireless Frequencies ..................................................................................................... 43 ARTICLE XVIII ............................. : .............................................................................................. 44 18. MISCELLANEOUS .......................................................................................................... 44 18.1 Notices ............................................................................................................................... 44 18.2 Complete Agreement ......................................................................................................... 44 18.3 Time of the Essence ........................................................................................................... 44 18.4 Applicable Law .................................................................................................................. 44 - 18 - lV 18.5 Severability .................................................. , ............................. , ...................................... .44 18.6 Section Numbers and Headings ......................................................................................... 45 18.7 Interpretation ..................................................................................................................... .45 18.8 Successors ............................................................................. : ........................................... .45 ARTICLE XIX .............................................................................................................................. .45 19. INDEMNITY ....................................................................................................... : ............. 45 Schedules Schedule A LEGAL DESCRIPTION OF PREMISES Schedule B OUTLINE PLAN OF PREMISES Schedule C LANDLORD'S WORK Schedule·D RULES AND REGULATIONS Schedule E OPTION TO RENEW - 19 - THIS LEASE dated the 1st day ofJanuary, 2016 BETWEEN: EMIXLTD. (hereinafter called "Landlord") -and- EMIXOFFICE MULTIPLE OCCUPANCY OF THE FIRST PART THE CORPORATION OF THE CITY OF PICKERING (hereinafter called "Tenant") OF THE SECOND PART ARTICLE I 1. LEASE SUMMARY 1. 1 Lease Summary The following is a summary of some of the basic terms of this Lease, which are elaborated upon in the balance of this Lease. (a) Premises: The suite currently known as Suite 280 on the 2nd floor of the building municipally know as 1101 Kingston Road, Pickering and as shown outlined on Schedule "B" attached hereto; (b) Term: Five (5) years and Six (6) months; ( c) Co=encement Date: ( d) Expiry Date: (e) Basic Rent- Year of Term January 1, 2016 June 30, 2021 Price per sq.ft. of the Rentabte Area of the Leased Premises per armum($) January I, 2016 to June 30, 2017 $10.00 July I, 2017-June 30, 2018 $10.50 July 1, 2018-June 30, 2019 $11.00 July 1, 2019-June 30, 2020 $11.50 July I, 2020-June 30, 2021 $12.00 Yearly Basic Monthly Rent($) Basic Rent ($) $28,530.00 $2,377.50 $29,956.50 $2,496.38 $31,383.00 $2,615.25 $32,809.50 $2,734.13 $34,236.00 $2,853.00 - 20 - 2 (f) Rentable Area of Premises: approximately 2,853 square feet; (g) Deposits: (i) Prepaid Rent to be paid by certified cheque to Landlord on or before execution and delivery of this Lease ( to be held without interest and applied on account of the first months' Basic Rent and Additional Rent andGST): (ii) Security Deposit to be paid by certified cheque to Landlord on or before execution and delivery of this Lease (to be held without interest and applied to damages suffered by Landlord as a result of Tenant's default of its covenants and obligations hereunder including but not limited to its obligations to deliver vacant possession of the Premises at the expiry or earlier termination of the term in first-class appearance and condition in accordance with the provisions in Article XI) and in the event of any bankruptcy, insolvency, winding up or other creditor's proceeding, the -Security Deposit shall be the absolute property of the Landlord and shall be deemed to have been automatically applied against Basic Rent and any other amounts payable hereunder in respect of the period at what would have been the end of the Term, but for any disclaimer, repudiation or termination of the Lease pursuant to such proceeding: Total: $ 6,447.78 $ 7,500.00 $13.947.78 (h) Use-of Premises:--Standard office use-for typical and normal City of Pickering administration and operational uses; (i) Address for Service ofNotice on Tenant and/or Indemnifier: One The Esplanade, Pickering ON LIV 6K7 Address for Service of Notice on Lan·dlord: c/oEmixLtd. 1004 Eglinton Ave West Toronto, ON M6C 2C5 telecopier No. 416-3 52-6021 with a copy to chepfer@.emixprop.com - 21 - 3 or such other address as the Landlord may advise from time to time G) Special Provisions: (i) The Landlord shall install at the Landlord's expense, standard building signage on the Directory Board in the lobby of the Building and at the entrance to the Premises. (ii) The Landlord will complete the work outlined on Schedule C at its own expense, in a good and workmanlike manner. The Landlord shall make every reasonable effort to complete the Landlord's Work on or before the Co=encement Date. Other than the Landlord's work, the Tenant accepts and the Landlord shall deliver the Premises in "as is" condition; (iii) The Tenant shall be entitled to occupy the Premises for a period ofup to.six months on an Additional Rent-free basis for the period from January!, 2016 to the earlier of (i) the date on which the Tenant's staff begins to occupy the Premises and (ii) June 30, 2016 (the "Additional Rent-Free Period"); the Tenant shall not be responsible for Additional Rent during the Additional Rent-Free Period but shall be responsible for payment of Basic Rent (iv) The Tenant and its employees, suppliers and other persons not customers having business with the Tenant, shall park their cars only in those portions of the parking area designated for that purpose by the Landlord The Landlord shall have the right to assign parking spaces and to restrict the Tenant to the use of 11 parking spaces during the t= of the Lease and any renewal thereof (v) Without in anyway limiting the provisions of Article 17 of this Lease, Tenant shall not itself and shall not permit any of its employees, servants, agents, contractors, invrtees or persons having business with Tenant, to drive or park any truck or other commercial vehicle on, in or adjacent to any portion of the Project, including the Common-Facilities· other than such=as as e:xpressly authorized by Landlord in writing, which authorization may be unreasonably withheld Landlord shall have the right, at Tenant's expense payable on demand, to remove any such truck or other commercial vehicle, without any liability for any damage caused thereby. ARTICLE II 2. DEFINITIONS 2.1 Definitions Where used in this Lease, the following words or phrases shall have the meanings set forth in the balance of this Article. - 22 - 4 2.2 "Additional Rent" shall have the meaning given to it in section 5.3. 2.3 "Architect" means a professionally accredited architect, engineer or, surveyor appointed by the Landlord from time to time. Any certificate provided by the Architect and called ·for by the terms of this Lease shall be final and binding on the.parties hereto 2.4 "Basic Rent" shall have the meaning given to it in section 5.2. 2.5 "Building" means the building in which the Premises are located. 2.6 "Commencement Date" shall have the meaning given to it in section I. I. 2. 7 "Common Facilities" means the Project, excluding only Leasable Areas, and including, without limitation: (i) all areas, facilities, systems, improvements, furniture, fixtures and equipment in or on the Project; and (ii) the lands forming part of the Project, including parking areas and facilities. Common Facilities shall include those areas, facilities, utilities, improvements, equipment and installations in the Project which from time to time are not designated or intended by the Landlord to be leased to tenants of the Project, and those areas, facilities, utilities, improvements, equipment and installations which serve or are for the benefit of the Project whether or not located in,.adjacent to or near.the Project and which are designated from time to time by the Landlord as part of the Common Facilities. Without limiting the generality of the foregoing, Common Facilities includes all parking areas and parking garages, all entrances and exits thereto and all structural elements thereof, employee parking areas; access roads, truck courts, driveways, truckways, delivery passages, the roof, exterior weather walls, exterior and interior structural elements and bearing walls in the building and improvements comprising the Project, packag~ pick-up stations, loading and related areas, pedestrian sidewalks, landscaped and planted areas, bus kiosks, if any, roadways and stops, signs, equipment and fixtures, stairways, ramps, electrical, telephone, meter, valve, mechanical mail storage service and janitor rooms and galleries, fire prevention, security and commlinicationsystems,-columns,pipes, electrical; plumbing, drainage, any central system for the provision of heating, ventilating or air conditioning to leasable premises or any enclosed Common Facilities and all other installations, equipment or services located therein or related thereto as well as the structures housing the same. 2.8 "Fiscal Year" means the twelve (12) month period used by Landlord for fiscal purposes in respect of the Project. Unless otherwise determined by Landlord by written notice to Tenant at any time or times, each Fiscal Year shall be a calendar year. In the event of a change in the Fiscal Year, or with respect to a partial Fiscal Year at the beginning or end of the Term, all appropriate adjustments resulting from a Fiscal Year being shorter or longer than twelve (12) months shall be made. 2.9 "Laws" means all statutes, regulations, by-laws, orders, rules, requirements and directions of all governmental authorities having jurisdiction. - 23 - 5 2.10 "Landlord's Work" means any leasehold improvements·which Landlord is required, by a previous written agreement with Tenant, to make to the Premises prior to the Commencement Date. 2.11 "Lease Year" shall mean each consecutive period of three hundred and sixty-five (365) days, the first Lease Year commencing on the Commencement Date, or ou the fust day of the next month if the Commencement Date is not the first day of a month, and each successive Lease Year commencing on the anniversary of the first day of the first Lease Year. 2.12 "Leasable Areas" means all areas and spaces of the Project to the extent designated or intended from time to time by Landlord to be leased to tenants, whether leased or not, but excluding parking areas. 2.13 (a) "Operating Costs" means the aggregate of all expenses and costs of every kind for each Fiscal Year designated by Landlord, as determined without· duplication, incurred by or on behalf of Landlord with respectto the operation, maintenance, repair, replacement and management of the Project, and all insurance relating to the Project, calculated as if the Project was fully completed, fully occupied and fully operational by tenants for the whole of such Fiscal Year. Without in any way limiting the generality of the foregoing, Operating Costs shall include all costs in respect of the following: (i) all remuneration _of employees directly engaged in the operation, maintenance, repair and management of the Project; (ii) heating, ventilating, air-conditioning and humidity control, if any, of the Project; (iii) . cleaning and janitorial services in respect of the Co~on Facilities, including, without limitation, exterior-cleaning, parking lot sweeping, window cleaning, waste removal, landscaping, grass cutting, snow and ice clearing and removal and salting; (iv) all utilities, including water, gas, electricity and sewer charges, excluding those charged directly to tenants of the Project; (v) depreciation or amortization, over a reasonable period of time in accordance with generally accepted accounting principles, of all costs, including capital costs, of all improvements, furnishings, fixtures, equipment, machinery, systems and facilities constructed or installed in or used in connection with the Project, which by their nature require periodic or substantial repair or replacement, or which are constructed or installed or used primarily to reduce the cost of other items included in Operating - 24 - 6 Costs, whether or not such other costs are in fact reduced, and interest on the undepreciated cost of all items in respect of which depreciation or amortization is included herein.at two (2%) percent in excess of the prime rate of interest charged by Landlord's bank at Toronto from time to time; (vi) all insurance which Landlord obtains and the cost of any deductible amounts payable by Landlord in respect of any insured risk or claim; (vii) policing, supervision, security and traffic control; (viii) maintenance, repairs and replacements in respect. of the Project; (ix) all costs in the nature of Operating Costs in respect of areas, services and facilities outside the Project, such as sidewalks and boulevards, off-site utilities and other service connections, and in respect of areas, services and facilities shared by users of the Project and users of any other property, to the extent Landlord performs or contributes to the same as a result of its ownership of the Project, the cost of providing additional parking or other Co=on Facilities for the benefit of the Project, whether such costs be land rent, Taxes or other type of costs; (x) engineering, accounting, legal and other consulting and professional services related to Co=on Facilities; ( xi) holiday decorating; ( xii) Intentionally deleted; (xiii) capital costs incurred for any of the above, provided that such costs are to be depreciated or amortized, over a reasonable period of time in accordance with generally accepted accounting principles, of all such costs . and interest-on the undepreciated cost of all items in respect of-which depreciation or amortization is included herein at two (2%) percent in excess of the prime rate of interest charged by Landlord's bank at Toronto from time to time; (xiv) Sales Taxes payable by Landlord on the purchase of goods and services included in Operating Costs ( excluding any such Sales Taxes which are available to and claimed by Landlord as a credit or refund in determining Landlord's net tax liability on account of Sales Taxes, but only to the extent that such Sales Taxes are included in Operating Costs; (xv) repairs or replacements to the non-structural portions of the Building, including, without limitation, roof membrane but not the roof deck and - 25 - 7 other parts of the roof or any the weight-bearing portions of the structure such as foundations, columns, beams and weight bearing slabs and walls; (xvi) costs incurred on behalf of the Landlord to contest the establishment of any future competitive or detrimental entity or project which in the Landlord's opinion would be detrimental to the Project or any of the Tenant's therein; and (xvii) an administration and management fee of fifteen percent (15%) of the total of all of the above Operating Costs ( exclusive of this clause (xvii) and interest on undepreciated or unamortized costs), Realty Taxes and utilities not paid directly by the Tenant. (b) Operating Costs, however, shall be reduced by the following to the extent actually received by Landlord: (i) proceeds of insurance and damages received by Landlord from third parties to the extent of costs otherwise included in Operating Costs; (ii) contributions from parties other than tenants of the Project, if any, in respect of Operating Costs, such as contributions made by parties for sharing the use of Co=on Facilities, but not including rent or fees charged directly for the use of any Co=on Facilities such as parking fees and rent for Storage Areas; and (iii) amounts in the nature of Excess Costs, as defined in subsection 7.3(a), to the extent received by Landlord from tenants of the Project. ( c) Operating Costs, however, shall exclude the following: (i) Realty Taxes; (ii) expenses incurred by Landlord in respect of other tenants' leasehold improvements; (iii) capital costs except to the extent included as set forth above; (iv) depreciation, except to the extent included as set forth above; (v) repairs or replacements to the extent that the cost of the same is recovered by Landlord pursuant to original construction warranties; and 2.14 "Premises" shall have the meaning given to it in section 4.1. - 26 - 8 2.15 "Project" means those lands described in Schedule "A" hereto as such lands and premises may be altered, expanded or reduced from time to time, and all buildings, structures, improvements, equipment and facilities of any kind erected or located thereon from time to time, as such lands, buildings, structures, improvements, equipment and facilities may be expanded, reduced or otherwise altered by Landlord in its sole discretion from time to time, including, without limitation, the expansion of any parking facilities, whether or not located in, adjacent to or near the Project . 2.16 "Proportionate Share" means a fraction which has as its numerator the Rentable Area of the Premises and which has as its denominator the aggregate of rented Leasable Areas within the Project 2.17 "Realty Taxes" means all taxes, rates, duties, levies, fees, charges, local improvement rates, levies and assessments whatever ("Taxes''), whether municipal, provincial, federal or otherwise, which may.be levied, assessed or charged against or in respect of the Project . or any part thereof or any fixtures, equipment or improvements therein, or against Landlord in respect of any of the same or in respect of any rental or other compensation receivable by Landlord in respect of the same, and including all taxes which may be incurred by or imposed upon Landlord or the Project in lieu of or in addition to the foregoing including, without limitation, any Taxes on real property rents or receipts as . such (as opposed to a tax on such rents as part of the income of Landlord), any Taxes based, in whole or in part, on the value of the Project, and any licence fee measured by rents or other charges pay.able by occupants of space in the Project. 2.18 "Rent" shall have the meaning given to it in section 5.1. 2.19 "Rentahle Area" when applied to the Premises or any Leasable Areas means the aggregate of (i) the area measured from the exterior face of exterior walls and windows, from the exterior face of all walls and windows dividing any Leasable Areas from Co=on Facilities, and from the centre line of all interior walls separating any Leasable Areas from other Leasable Areas, all without deduction for any space occupied by structures, columns, beams,conduits, ducts or projections of any kind, and all without deduction for the recessing of any entrance way or boundary wall from the lease line ( sometimes . referred to as the "Usable Area") plus (ii) a Pro Rata share, of the floor area of those areas in the Project not leased to anyone, including without limitation, hallways, elevators, lobbies, washrooms, janitor closets, electrical closets, telephone, air conditioning and fan rooms, but excluding parking areas. For the.purposes of this clause, "Pro Rata" means the proportion of the amount which the total Usable Area of the Premises is of the total Usable Area of all premises in the Project (including the Premises). Every Rentable Area shall be as determined by the Architect or by a surveyor, or space measuring company or other qualified person appointed by Landlord from time to time, or measured and calculated by the Landlord's architect in accordance with the most recent B.O.M.A.standards, as the landlord may decide. - 27 - 9 2.20 "Sales Taxes" means. all business transfer, multi-stage sales, sales, use, consumption, value-added or other similar taxes imposed by any federal, provincial or municipal gove=ent upon Landlord ·or Tenant or in respect of this Lease, or the payments made by Tenant hereunder or fue goods and services provided by Landlord hereunder including, wifuout limitation, the rental of the Premises and fue provision of administrative services to T errant hereunder. 2.21 "Term" sh.all have the meaning given to it in section 4.2. ARTICLEill 3. INTENT OF LEASE 3.1 Net Lease It is the intent of the parties hereto fuat, except as expressly herein set out, this Lease be absolutely net to Landlord, and Landlord not be responsible for any expenses or obligations of any kind whatsoever in respect of the Premises or. fue Project. ARTICLE IV 4. LEASE OF PREMISES 4 .1 Premises Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those premises ("Premises") being part offue Project and shown outlined on the plan attached hereto as Schedule "B". The pw:pose of Schedule "B" is to show the approximate location of the Premises and its contents are not intended as a representation as to fue precise size or dimensions of fue Premises or any other aspects of the Project Toe Premises shall extend from the upper surface of the structural sub floor to fue lower surface of fue structnral ceiling within the boundaries of the Premises determined as provided:in section 2.19. ·subjecno·section 10:1, the Premisesshall · exclude fue exterior faces of all exterior and interior walls and windows, notwithstanding the manner in which Rentable Area is measured. 4.2 Term (a) The term of this Lease (the "Term") shall be for the period described as the Term in section 1.1 hereof, co=encing on the Co=encement Date and ending on the Expiry Date, both dates as described in section 1.1. (b) Landlord sball make every reasonable effort to obtain vacant possession of the Premises and to have any Landlord's Work substantially complete by the Co=encement Date, but if Landlord is unable to do so then the Co=encement Date may be deferred by Landlord for a reasonable period or periods of time, not exceeding a total of ninety (90) days. - 28 - Notwithstanding any other provision of this Lease, the Landlord shall not be deemed in default if it is unable to give possession of the Premises on the date fixed for cmnmencement of the Term because repairs, improvements or decorations of the Premises or of the Building are not completed, or for any reason other than the Landlord's wilful act . or neglect In such circumstances, the Rent will not commence until possession of the Premises is given to the Tenant or the Premises are available for fixtnring by the Tenant, and no failure to give possession of the Premises on the date fixed for co=encement of the T= shall in any way affect the validity of this Lease or the obligations of the Tenant under this Lease or the Terms or conditions of this Lease, nor shall it extend the Term. The Landlord shall diligently exercise its rights to obtain completion of the Premises as soon as reasonably possible. There shall be no abatement of Rent for any delay in occupancy due to the Tenant's failure to complete all or any installations or other work required to be completed by the Tenant in accordance with the provisions of this Lease or required for the . purpose of carrying on its business operations in the Premises. The Tenant shall not be entitled to any abatement of Rent where the Landlord's failure to complete or deliver vacant possession of the Premises on the Co=encement Date is due to any act or omission on the part of the Tenant The decision of the Landlord's Architect shall be final and binding on the parties hereto as to whether or not the Premises are ready for oq:upancy by the Tenant, and as to the extent to which any delay in completion of the Premises or in the delivery of vacant possession is due to any act or omission of the Tenant or its agents, servants or contractors. The Tenant shall, promptly on the request by the Landlord, execute an acknowledgement of the date on which complete and vacant possession of the Premises is delivered to the Tenant. If the Landlord has not delivered possession of the Premises within 90 days of the date or"this Lease, the Landlord shall have the right and option at any time to cancel this Lease and any money or security deposited with the Landlord under or on account of this Lease shall be returned to the Tenant and neither party shall have any liability to the other. 43 Use Prior to Co=encement Date If Tenant uses or occupies the whole or any part of the Premises in any way prior to the Commencement Date without entering into a lease with Landlmd inrespectof such use or occupancy, then during that period Tenant shall be a tenant of Landlord subject to all the terms and conditions contained in this Lease, provided that the inclusion of this section shall not be deemed to authorize or permit Tenant to use or occupy the whole or any portion of the Premises in any way prior to the Co=encement Date. 4 .4 Acceptance of Premises Tenant accepts the Premises in the state and condition in which they are received from Landlord and, except only to the extent of any deficiency in the Landlord's Work, if any, particularly set out in a written list given by Tenant to Landlord within thirty (30) days after Tenant takes possession of the Premises, Tenant's entering into possession of the Premises shall be conclusive evidence of the acceptance by Tenant of the condition and state of repair of the Premises. - 29 - 11 4.5 Licence to Use Co=on Facilities Subject to all otherrelevant provisions of this Lease, Landlord grants to Tenant the non- exclusive licence during the Term to use for their intended pUiposes, in co=on with others· entitled thereto, such portions of the.Common Facilities as are reasonably required for the use and occupancy of the Premises. 4.6 Quiet Enjoyment Subject to Tenant's complying with all of the terms of this Lease, Tenant may peaceably possess and enjoy the Premises for the Term without interruption by Landlord or any person claiming through Landlord. ARTICLEV 5. RENT 5.1 Tenant to Pay Tenant shall pay in lawful money of Canada at such address as shall be designated from time to time by Landlord Basic Rent and Additional Rent ( all of which is herein sometimes referred to collectively as "Rent") as herein provided without any deduction, set-off or abatement whatsoever, Tenant hereby agreeing to waive any set-off rights it may have under any statute or at law. On the Commencement Date and the first day of each Fiscal Year thereafter and at any time during any Fiscal Year when required by Landlord, Tenant shall deliver to Landlord as requested by Landlord post-dated cheques for all payments of Basic Rent and estimates by Landlord of Additional Rent or any portions thereof payable during .the ba).ance of such Fiscal Year. 5 .2 Basic Rent Co=encing on the Commencement Date Tenant shall pay to Landlord a fixed minimum annual rent ("Basic Rent") for each Year of the Term in the annual amount(s) described as Basic Rent in section 1.1., to be paid in equal monthly instalments, as described as Basic Rent in section 1.1, in advance on the first day of each month during the Term. On the Co=encement Date, if it is other than the first day of a calendar month, Tenant shall pay to Landlord for such partial month Basic Rent computed on a per diem basis. 1f an amount per square foot is specified in the description of Basic Rent in section 1. 1, then the Basic Rent is intended to be such amount per square foot ofRentable Area of the Premises per annum, and the Basic Rent shall be subject to adjustment based upon the certificate of Rentable Area of the Premises to be delivered pursuant to section 2.19. Within thirty (30) days after delivery of such certificate all necessary adjustments will be made and Tenant shall pay to Landlord any deficiency in previous payments - 30 - 12 of Basic Rent and Additional Rent, and if Tenant is not in default under the terms of this Lease the amount of any overpayment by Tenant of Basic Rent and Additional Rent shall be paid to Tenant or credited to the account of Tenant. Notwithstanding the forgoing, in the event of an overpayment by Tenant of Basic Rent and Additional Rent, the Landlord shall b.e required to repay such overpayment to Tenant only with regard to the one year period innnediately preceding the issnance of the certificate ofRentable Area of the Premises delivered pursuant to section 2.19. 5 .3 Additional Rent In addition to Basic Rent Tenant shall pay to Landlord, or as Landlord shall direct, all other amounts as and when the same shall be due and payable pursnant to the provisions of this Lease or pursuant to any other obligation in respect of the Premises, all of which shall be deemed to accrue on a per diem basis; all of such amounts are herein sometimes referred to as "Additional Rent". Tenant shall promptly deliver to Landlord upon request evidence of due payment of all payments of Additional Rent required to be paid by Tenant hereunder. 5.4 Deemed Rent and Allocation 1f Tenant defaults in payment of any Rent (whether to Landlord or otherwise) as and when the same is due and payable hereunder, Landlord shall have the same rights and remedies against Tenant upon such default as if such sum or sums were rent in arrears under this Lease. Landlord may allocate payments received from Tenant among items of Rent then due and payable by Tenant. No acceptance by Landlord of payment by Tenant of any amount less than the full amount payable to Landlord, and no endorsement or direction on any cheque or other written instruction or statement respecting any payment by Tenant shall be deemed to constitute payment in full or an accord and satisfaction of any obligation of Tenant. 5.5 Monthly Payments of Additional Rent Landlord may from time to time by written notice to Tenant estimate or re-estimate any amount( s) payable by Tenant to Eandlord hereunder including without limitation; -amounts in respect of Operating Costs, Realty Taxes and utilities, for the then current or next following fiscal period used by Landlord in respect of each of the said amounts. The fiscal period used by Landlord may correspond to a shorter period within any twelve month period where an item, for example Realty Taxes, is payable in full by Landlord over such shorter period. The amounts so estimated shall be payable by Tenant in advance in equal monthly instalments over the fiscal period on the same days as the monthly payments of Basic Rent. Landlord may, from time to time, alter the fiscal period selected in each case. As soon as practicable after the expiration of each Fiscal Year, Landlord shall furnish to Tenant a statement of the actual amounts payable by Tenant in respect of Operating Costs, Taxes, utilities and any other relevant provisions hereof for such Fiscal Year .. 1f the amount determined to be payable by Tenant as aforesaid shall be greater or less than the payments on account thereof previously made by Tenant, then the appropriate adjustments will be made and Tenant shall pay any deficiency to Landlord within thirty (30) days after delivery of such statement and if Tenant is·not in default under the terms of the Lease, the - 31 - 13 amount of any overpayment shall be paid to or credited to the account of Tenant within thirty (30) days after the delivery of such sta:temenl Such statement of Landlord shall be final and binding and Tenant shall have no right to dispute the accuracy or propriety of any amounts or calculations included therein, except to the extent that Tenant shall, within sixty (60) days after being given such statement, have demonstrated to the satisfaction of Landlord any error in such statement. 5.6 Partial Months Rent If the Co=encement Date is a day other than the first day of a calendar month, the Tenant shall pay all Basic Rent and Additional Rent calculated on a per diem basis, from the Commencement Date to the last day of the month in which the Co=encement Date occurs and thereafter all payments of Rent shall be made on the first day of each month throughout the Term unless otherwise specified herein. ARTICLE VI. 6. TAXES 6.1 Taxes Payable by Tenant Commencing on the Co=encement Date and thereafter throughout the Term, Tenant shall pay to Landlord as and when due all Realty Taxes and other taxes, if any, levied, corifirmed, imposed, assessed or charged (herein referred to as "charged") against or in respect of the Premises and all fixtures, equipment, improvements and alterations in the Premises, and including any such Realty Taxes and other taxes charged against or in respect of the Premises in respect of any Co=on Facilities. In addition, Tenant shall pay the Proportionate Share of Realty Taxes, if any, separately charged against Co=on Facilities. To the extent of Realty Taxes received by Landlord from Tenant, Landlord shall pay same to the taxing authority. For clarity, nothing in this Lease shall require the Tenant to pay income taxes or capital tax associated with the Landlord's ownership of the Project. 6.2 Determination of Tenant's Taxes Tenant's obligation to pay Realty Taxes charged against or in respect of the Premises shall be determined on the basis of a separate bill if available. If the relevant taxing authority does not issue a separate bill for the Premises then Tenant's obligation in respect thereof shall be computed by applying the relevant tax rate to a separate assessment of the Premises, if any. If there is neither a separate bill for Realty Taxes for the Premises nor a separate assessment of the Premises for any period of time, then for such period the Realty Taxes charged against or in respect of the Premises shall be determined by Landlord, acting reasonably, on the basis of :the then ·current established principles of assessment used by the relevant assessing authorities and on the same basis as the assessment actually obtained for the Project as a whole or the part thereof in which the Premises are locaied. Provided that Tenant shall be solely responsible for any increase in Realty Taxes resulting from any act or election of Tenant or from any fixtures or - 32 - 14 improvements in the Premises, and Tenant shall not be responsible for any such increase resulting from any act or election of Landlord or any other occupant of the Project or any fixtures or improvements in other Leasable Areas. Any amounts payable by Tenant on account of Realty _ _ Taxes shall be adjusted on a per diem basis in respect of any period not falling wholly within the Term. 6.3 Business Taxes and Sales Taxes (a) Tenant shall pay to the relevant taxing authority as and when the same are due and payable all taxes charged in respect of any business conducted on, or any use or occupancy of, the Premises. (b) Tenant shall pay to Landlord when due all Sales Taxes imposed on Landlord or Tenant with respect to Rent payable by Tenant hereunder or in respect of the rental of space under this Lease. 6.4 Tax Bills and Assessment Notices Tenant shall deliver to Landlord forthwith upon Tenant's receiving the same copies of all assessment notices, tax-bills, receipts and other documents received by Tenant relating to Realty Taxes on the Premises or the Project. 6.5 Contest of Realty Taxes (a) Landlord may contest any Realty Taxes and appeal any assessments related thereto and may withdraw any such contest or appeal or may agree with the relevant authorities on any settlement in respect thereof. Tenant will cooperate with Landlord in respect of any such contest and appeal and shall provide to Landlord such information and execute such documents as Landlord requests to give full effect to the foregoing. All costs of any such contest and appeal by Landlord shall be included in Operating Costs. _ (b) _ Tenant will not.contest.any.RealtyTaxes or-appeal any assessments related thereto without first notifying Landlord in writing at least twenty (20) days prior to filing such contest or appeal and delivering to Lapdlord such security as may be required by Landlord, acting reasonably, against any costs, liabilities or damages which may be incurred by Landlord or any other person arising out of such contest or appeal. Unless directed otherwise by notice -from Landlord within such twenty (20) day notice period, Tenant shall include in any such contest or appeal in respect of the Premises a corresponding contest or appeal in respect of the Realty Taxes for the Project. Tenant shall promptly upon request pay all costs and expenses, including without limitation legal expenses, incurred by Landlord as a result of any such contest or appeal by Tenant and indemnify Landlord against all costs, liabilities or damages which may be incurred by Landlord or any other person arising out of such contest · or_appeal. \Vhile any such contest or appeal by Tenant is in progress Tenant shall continue to pay RealtyTaxes in respect of the Premises as if such contest or appeal had not been co=enced. - 33 - 15 ARTICLE VII 7. OPERATION OF PROJECT 7 .1 Operation of Project by Landlord Landlord shall repair, maintain and operate the Project, other than Leasable Areas, in a reasonable manner having regard to its size, age, location and character. 7.2 Tenant's Payment of Operating Costs Co=encing on the Co=encement Date and thereafter at all times throughout the Term Tenant shall pay to Landlord the Proportionate Share of Operating Costs, The amounts payable by Tenant pursuantto this section 7.2 may be computed on the basis of such periods of time as Landiord shall determine from time to time and shall be paid to Landlord within ten (10) days after the submission to Tenant of a statement showing the amount payable by Tenant from time to time. All amounts payable under this Article VIl in respect of any period not falling entirely within the Term shall be adjusted on a per diem basis. 7 .3 Adjustments to. Operating Costs (a) If by reason of the particular nature of Tenant's business conducted on the Premises or the particular use or occupancy of the Premises or any of the Co=on Facilities by Tenant or by Tenant's employees, agents or persons having business with Tenant, additional costs in the nature of Operating Costs, such as utilities charges, security costs, or costs of maintenance, repairs and replacements, are incurred in excess of the costs which would otherwise have been incurred for such items ("Excess Costs"), then Landlord shall have the right to determine on a reasonable basis and require Tenant to pay such Excess Costs. (b) If Tenant or any other tenant of the Project, pursuant to its lease or otherwise by arrangement withLandlord, pro:vides.atits cost.anygoods.or-services.thecostof which -- would otherwise be included in Operating Costs, or if any goods or services the cost of which is included in Operating Costs benefit any portion of the Project to a materially greater or lesser extent than any other portion of the Project, then either the denominator for detennining a Proportionate Share, or alternatively the amount of Operating Costs, may be · adjusted as determined by Landlord acting reasonably to provide for the equitable allocation of the cost of such goods and services among the tenants of the Project. 7.4 Security (a) The Landlord shall permit the Tenant and the Tenant's employees and all persons lawfully requiring co=unication with them to have the use, during Normal Office Hours in co=on with others entitled thereto, of the main entrance and the stairways, corridors, elevators, escalators, or other mechanical means of access leading to the - 34 - 16 building and the Premises. At times other than during Normal Office Hours the Tenant and the employees of the Tenant shall have access to the Building and to the Premises only in accordance with the Rnles and Regulations and shall be required to satisfactorily identify themselves and to register in any_ book which may at the Landlord's option be kept by the Landlord for such purpose. If identification is not satisfactory, the Landlord is entitled to prevent the Tenant or the Tenant's employees or other Persons lawfully requiring co=unication with the Tenant from having access to the Building and to the Premises. In addition, the Landlord is not required to open the door to the Premises for the purpose of permitting entry therein to any Person not having a key to the Premises. (b) The Tenant shall not place or cause to be placed any additional locks upon any doors of . the Premises without the approval of the Landlord. Two keys or access cards shall be supplied to the Tenant for each entrance door to the Premises and all Jocks shall be Building standard to permit access by the Landlord's master key. If additional keys are required, they must be obtained from the Landlord at the cost of the Tenant. Keys or other means of access for entrance doors to the Building will not be issued without the written authority of the Landlord. ARTICLE VITI 8. · USE OF PREMISES 8.1 Use of Premises (a) To the intent that this covenant shall run with the Premises for the benefit for the Project, excluding the Premises, Tenant covenants that it shall not use and shall not permit the Premises to be used for any purpose other than as described as Use of Premises in section 1.1 hereof. The Tenant shall satisfy itself that the use as described in l.l(h) complies with all applicable zoning by-laws. (b~ __ No one shall use.the Premises for sleeping apartments or residential-purposes, or for the- storage of personal effects or articles other than those required for business purposes. b) No cooking or heating of any foods or liquids ( other than the heating of water or coffee in coffee makers or kettles) shall be permitted in the Premises without the written consent of the Landlord. c) The Tenant shall not install or permit the installation or use of any machine dispensing goods for sale in the Premises or the Building or permit the delivery of any food or beverage to the Premises ( other than reasonable quantities of beverages or food to be consumed by occupants of the Premises such as coffee, tea, soft drinks, snacks, employee meals, etc.) without the .written approval of the Landlord or in contravention of the mies and regulations. d) The Tenant shall not permit or allow any odours, vapours, steam, water, vibrations, noises or other undesirable effects to emanate from the Premises or any equipment or installation therein which, in the Landlord's opinion, are objectionable or cause any interference with the safety, comfort or convenience of the Building to the Landlord or the occupants and tenants thereof or their agents, servants, invitees or employees. - 35 - 17 ( c) Unless otherwise specifically set out in this Lease to the contrary, nothing contained herein shall (i) confer upon the Tenant the exclusive right to sell or provide in the Building any of the products or services permitted to be sold or provided from the Premises pursuant to this section; nor (ii) prevent the Landldrd from Leasing any other premises in the· Building to any other tenant( s) carrying on business which is similar in whole or in part to the business permitted to be carried on from the Premises pursuant to section l.l(h). 8.2 Tenant's Fixtures Tenant shall install and maintain in the Premises at all times during the Term first-class trade fixtures including furnishings and equipment adequate and appropriate for the business to be conducted on the Premises, all of which shall be kept in good order and condition. Tenant shall not remove any trade fixtures or other contents from the Premises during the Term except, with the prior written consent of Landlord, in the ordinary cowse of business or for the purpose of replacing them with others at least equal in value and function to those being removed. 8.3 -Signs Tenant shall not erect, install or display any sign on or visible from the exterior of the Premises, including any signs hanging or paint on windows, without the prior written approval of Landlord as to size, design, location, specifications and method of installation. Provided that Landlord shall have the right, in its sole discretion, to prescribe a uniform sign policy applicable to all tenants of the Project At Landlord's option any exterior signage identifying Tenant's business on the Premises shall be supplied and erected by Landlord at Tenant's expense in accordance with section 10.2(d) hereof. 8.4 Waste Removal Tenant shall not allow any refuse, garbage or any loose, objectionable material to accumulate in or about the Premises or the Project and will at all times keep the Premises in a clean and neat condition. __ Tenant shall comply with Landlord's regnlations respecting the storage anci removal ofwasteand shallbe responsliiie for aiCcosi:s of rem.oval. of waste from the --- Premises other than costs of routine waste removal included in Operating Costs. Until removed from the Project all waste from the Premises shall be kept in appropriate containers within the Premises. 8.5 Pest Control Landlord shall be responsible for pest extermination in respect of the Premises and shall engage, for such pmpose, such contractors at such intervals as Landlord may require. Tenant shall not bring or permit to be brought onto the Premises or the Project any animals or birds of any kind. - 36 - 8.6 Waste and Nuisance ( a) Tenant shall not cause, suffer or permit any waste or damage to the Premises or leasehold improvements, fixtures or equipment therein nor permit any overloading ·of the floors thereof and shall not use or permit to be used any part of the Premises for any dangerous, noxious or offensive activity or goods and shall not do or bring anything or permit anything to be done or brought on or about the Premises or the Project which results in undue noise or vibration or which Landlord may reasonably deem to be hazardous or a nuisance or annoyance to any other tenants or any other persons permitted to be on the Project, and Tenant shall immediately take steps to r=edy, r=ove or desist from any activity, equipment or goods on the Premises to which Landlord objects on a reasonable basis. Tenant shall take every reasonable precaution to protect the Premises and the Project from risk of damage by fire, water or the elements or any other cause. (b) Tenant shall not itself, and shall not permit any of its =ployees, servants, agents, contractors, or persons having business with Tenant, to obstruct any Common F aci!ities nor to use or permit to be used any Common Facilities for other than their intended pmposes. Without limiting the foregoing, nothing shall be placed or stored anywhere in or on the Common Facilities, including without limitation on the loading docks and other outside areas adjacentto the Premises. Tenant shall not, and shall not permit anyone else to, place anything on the roof of the Building or go on to the roof of the Building for anypmpose whatsoever, without Landlord's prior written approval, which may be arbitrarily withheld in Landlord's sole discretion. ( c) Tenant shall not use any advertising, transmitting or other media or devices which can be heard, seen, or received outside the Premises, or which could interfere with any communications or other. systems outside the Premises. (d) For the purposes of this provision "Hazardous-Substance" means any contaminant, pollutant, dangerous or potentially dangerous substance, noxious substance, toxic substance, hazardous waste or material, flammable or explosive substance, radioactive material, or any other waste, sub~taJ:tce _or material w®tsoever, covered by _or regulated under alLmunicipal provincial or federal Laws. · The Tenant covenants with the Landlord that it shall not use or permit or suffer the use of the Premises or any part thereof to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process any Hazardous Substance except in strict compliance with all Laws including, without limitation, the Errvironmental Protection Act (Ontario) and all other Laws in respect of environmental, land use, occupational or health and safety matters. If the Tenant fails to comply with any such Laws, the Landlord may, but shall not be obligated to, do such things as necessary to effect such compliance, and all costs and expenses incurred by the Landlord in so doing shall be payable forthwith by the Tenant to the Landlord as Additional Rent In any event, the Tenant covenants to indemnify and save harmless the Landlord and persons for whom the Landlord is in law responsible against any and all liabilities, claims, damages, interest penalties, fines, - 37 - 19 monetary sanctions, losses, costs and expenses whatsoever arising out of: (i) any breach• by the Tenant of any provisions under this Lease or any non-compliance with any Laws; or (ii) any act or omission of any person on the Premises or any use or occupancy of or any thing in, on, under or about the Premises, including, without limitation, the generating, manufacture, refinement, treatment, transportation, storage, handling, disposal, transfer, production or processing of any Hazardous Substance by the Tenant or any person in, on, under or about the Premises, and any nuisance arismg therefrom. The aforesaid indemnity shall survive the expiration or earlier termination of the Lease. 8.7 Compliance with Laws Tenant shall be solely responsible for obtaining from all authorities having jurisdiction all necessary permits, licences and approvals as may be necessary to permit Tenant to occupy the Premises and conduct its business thereon, as required by all applicable Laws. Tenant shall comply at its own expense with all applicable Laws respecting the use, condition and occupation of the Premises, and all leasehold improvements, fixtures, equipment and contents thereof. 8.8 Deliveries All deliveries to and from the Premises, and loading and unloading of goods, merchandise, refuse, materials and any other items shall be made only by way of such driveways, access routes, doorways, corridors or loading docks as Landlord may from time to time designate and shall be subject to all applicable rules and regulations made by Landlord from time to time pursuant to section 17.4. 8.9 Window Coverings Tenant shall comply with all rules and regulations from time to time prescribed by Landlord in respect of window coverings on the interior of the Premises, in order to maximize the efficiency of the climate control equipment in or serving the Premises or to maintain an attractive and uniform appearance of the Project from the exu;rior thereof. ARTICLE IX 9. SERVICES AND UTILITIES 9.1 Utilities (a) Subject to Landlord's ability to do so, Landlord shall supply or cause to be supplied to the Premises electricity, water and gas for the reasonable use of the Premises for their intended purposes. Tenant shall promptly pay for, as and when they fall due, to Landlord or as Landlord shall from time to time direct, all costs of supplying water, electricity, gas, steam and other utilities to or in respect of the Premises, and all costs for all fittings, connections and meters and all work performed in connection with any services or utilities provided to the Premises. Tenant shall promptly execute and deliver any agreements required by - 38 - 20, Landlord or by utilities suppliers in respect of the supply of any utilities to the Premises. Tenant's use of any such utilities shall not exceed the available capacily of the existing systems from time to time. (b) Should there be no individual meters for the measurement of the consumption of any · utilities supplied to the Premises then Landlord, acting reasonably, may allocate the cost of such utilities among the various users thereof. If required by Landlord, Tenant shall install at its expense a separate meter or meters to measure the consumption of any or all utilities in · the Premises. The cost of any utilities which are not charged to tenants of the Project individually shall be included in Operating Costs. 9.2 Landlord's Services The Landlord shall provide climate control to the Premises during the hours of 8:00 a.m. to 6:00 p.m., Monday to Friday, statutory holidays excepted (herein ''Normal Office Hours") to maintain a temperature adequate for normal occupancy, except during the making or repairs, alterations or improvements, provided that the Landlord shall have no liabilily for failure to supply climate control service when stopped as aforesaid or when prevented from doing so by repairs, or causes beyond the Landlord's reasonable control. Any re balancing of the climate control system in the Premises necessitated by the installation of partitions, equipment or fixtures by the Tenant or by any use of the Premises not in accordance with the design standards of such system will be performed by the Landlord at the Tenant's expense. Should the Tenant require climate control, including heat and, where applicable, air-condition to the Premises outside of Normal Office Hours, the Landlord may provide such services, provided that the additional. costs incurred in providing such services, such as utilities charges or costs of maintenance, repairs and replacements, shall be determined by the Landlord on a reasonable basis and paid by the Tenant 9.3 Non-Liabilily of Landlord Landlord_shall not beliablefor_any_damages, director.indirect, resulting from or contributed to by any interruption or cessation in supply of any utilities or heating, ventilating, air-conditioning and hurnidily control. Without limiting the generalily of the foregoing, Landlord shall not be liable for and Tenant shall indemnify Landlord against any and all indirect or consequential damages or damages for personal discomfort or illness of Tenant or any persons permitted by it to be on the Premises, by reason of the suspension or non-operation of any utilities, heating, ventilating, air-conditioning or hurnidily control. 9.4 Landlord's Suspension of Utilities In order to effect any maintenance, repairs, replacements or alterations to any of such utilities, heating, ventilating, air-conditioning or humidily control systems or any other part of the Project, Landlord shall have the right to modify or temporarily discontinue or suspend any such systems as required from time to time. - 39 - 9.5 (a) (b) 9.6 21 Landlord's Services Tenant shall pay Landlord on demand all charges as determined and allocated by Landlord acting reasonably in respect of all special services provided to or for the benefit of Tenant beyond standard services for the Project the costs of which are included in Operating Costs. Any services in respect of the Premises requiring drilling or otherwise penetrating floors, walls or ceilings, or for locksmithing, security arrangements or waste removal, shall be performed only by persons first approved in writing by Landlord, which approval sball not be unreasonably withheld. Landlord's Charges for Services Unless otherwise expressly agreed between Landlord and Tenant to the contrary in respect of any specific matter froin tim_e to time, all work performed and materials supplied by Landlord for Tenant or otherwise respecting the Premises pursuant to .the provisions hereof or otherwise shall be paid for by Tenant to Landlord forthwith on demand at Landlord's cost for the same plus fifteen (15%) percent for inspection, supervision, overhead and profit or such other reasonable amounts as may be charged by Landlord for overhead and profit from time to time. ARTICLEX 10. MAINTENANCE, REPAIRS AND ALTERATIONS 10.1 Maintenance and Repairs of Premises At all times throughout the Term Tenant at its sole expense shall perform such maintenance (including painting and repair or replacement of any interior finishings), repairs and replacements as required to keep the Premises, all contents thereof and all services and equipment located in or primarily serving the Premises, in first-class appearance and condition, and in accordance with all Laws and-Landlord's reasonable requirements,-subject-0n!yt-0 the . obligations of Landlord expressly provided in section 10.7. For purposes of this section 10.1, but without affecting the interpretation of any other provision of this Lease, Premises shall include, without limitation: all leasehold improvements; all exterior and interior walls, windows and doors, including the exterior faces thereof; loading docks and bumpers; stairs; surrounding or enclosing masonry or other materials; and all such areas and facilities adjacent or proximate to · and serving exclusively the Premises. 10.2 (a) Approval of Repairs and Alterations Tenant shall not make any repairs, replacements, changes, additions, improvements or alterations (hereinafter referred to as "Alterations") to the Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld unless such proposed Alterations might affect the structure of the Building, the coverage of the Project for zoning - 40 - 22 purposes or the parking requirements for the Project, or impair the value or usefulness of the Premises or the Project, in any of which cases Landlord's consent may be unreasonably withheld in Landlord's sole discretion. (b) With its request for consent Tenant shall submit to Landlord details of the proposed Alterations including plans and specifications prepared by qualified architects or engineers, · and such Alterations shall be completed in accordance with the plans and specifications approved in writing by Landlord.. Unless expressly authorized in writing by Landlord to the contrary, all Alterations which might cost in excess of TWENTY TIIOUSAND ($20,000.00) DOLLARS to complete or which may affect the structure or mechanical, electrical, utility, sprinkler, co=unications or other similar systems of the Building, shall be conducted under the supervision of a qualified architect or engineer approved by Landlord., such approval not to be unreasonably withheld.. ( c) All Alterations shall be planned and completed in compliance with all Laws and Tenant shall, prior to comID,encing any Alterations, obtain at its expense all necessary permits and licences. Prior to the co=encement of any such Alterations Tenant shall furnish to Landlord such evidence as reasonably required by Landlord of the projected cost of . Alterations and Tenant's ability to pay for same, together with such indemnification against costs, liens and damages as Landlord shall reasonably require including, if required by Landlord, a performance, completion and labour and materials bond acceptable to Landlord guaranteeing completion of such Alterations. ( d) All Alterations shall be performed at Tenant's cost, promptly and in a good and workmanlike manner and in compliance with Landlord's rules and regulations, by competent contractors or workmen who shall be first approved in writing by Landlord, which approval shall not be unreasonably withheld.. If any Alterations affect the structure or any external portions of the Building or any mechanical, electrical, utility, sprinkler, co=unications or other similar systems within the Premises or the Project, they shall, at Landlord's option, be performed at Tenant's expense by Landlord or by contractors desigoated by Landlord and under Landlord's supervision. For all Alterations performed by Landloni or at Landlord's expense or.under Landlord's supervision, Tenant shall pay forthwith upon request all amounts paid or'payable by Landlord to third parties and all reasonable charges of Landlord for its own personnel plus fifteen (15%) percent for inspection, supervision, overhead and profit All Alterations, th~ making nfwhich might disrupt other tenants or occupants of the Project or the public, shall be performed outside normal business hours. (e) If Tenant performs any such Alterations without compliance with all of the foregoing provisions of this Article X, Landlord shall have the right to require Tenant to remove such Alterations forthwith. · · (f) Tenant shall pay to Landlord forthwith upon request all of Landlord's reasonable costs including, without limitation, fees of architects, engineers and designers, incurred in dealing with Tenant's request for Landlord's consent to any Alteratio.ns, whether or not such consent - 41 - 23 is granted, and in inspecting and supervising any such Alterations and Landlord shall have the right to require Tenant to pay Landlord a deposit on account of such costs as a precondition to Landlord's granting such consent 10.3 Repair According to Landlord's Notice Landlord or any persons designated by it shall have the right to enter the Premises at any time to view the state ofrepair and condition thereof and Tenant shall promptly perform according to Landlord's written notice any maintenance (including painting and repair or replacement of any interior finishings), repairs or replacements in accordance with Tenant's obligations hereunder. 10.4 Notice by Tenant Tenant shall give immediate written notice to Landlord of any accident, defect or damage in any part of the Premises or the Project which comes to the attention of Tenant or any of its employees or contractors notwithstanding the fact that Landlord may have no obligation in respect of the same. 10.5 Ownership of Leasehold Improvements Ail leasehold improvements installed in or about the Premises shall forthwith upon the installation thereof become the property of Landlord but without Landlord's thereby accepting any responsibility in respect of the maintenance, repair or replacement thereof. The expression "leasehold improvements" where used in this Lease includes, without limitation, all fixtures, installations, alterations and additions from time to time made or installed in or about the Premises, and includes all of the following, whether or not they are trade fixtures or easily removable: doors, partitions and hardware; mechanical, electrical and utility installations; heating, ventilating, air-conditioning and humidity control equipment; sign installations and equipment; lighting fixtures and built-in furniture. 10.6 . ConstructionLiens Tenant shall make all payments and take all steps as may be necessary to ensure that no lien is registered against the Project or any portion thereof as a result of any work, services or materials supplied to Tenant or the Premises. Tenant shall cause any such registrations to be discharged or vacated immediately after notice from Landlord, or within ten (I 0) days after registration, whichever is earlier. Tenant shall indemnify and save harmless Landlord from and against any liabilities, claims, liens, damages, costs and expenses, including legal expenses, arising in connection with any work, services or materials supplied to Tenant or the Premises. If Tenant fails to cause any such registration to be discharged or vacated as aforesaid then, in addition to any other rights of Landlord, Landlord may, but shall not be obliged to, discharge the same by paying the amount claimed into court, and the amounts so paid and all costs incurred by Landlord, including legal fees and disbursements, shall be paid by Tenant to Landlord forthwith apon demand. - 42 - 24 10.7 Landlord's Reparrs Subject to the provisions of Article XI[ herein and subject to Tenant's obligations hereunder, to the extent that the failure to do so would materially detrimentally affect access to or use of the Premises, Landlord shall reparr all of the following: (i) the structural elements, exterior walls and roof of the Building; and (ii) damage to the Premises, excluding all leasehold improvements, against which and to the extent to which Landlord is required to be insured pursuant hereto or is otherwise insured and against which Tenant is not required to be insured and is not otherwise insured. The base Building services serving the Premises shall be in good working order as at the Commencement Date but otherwise the Tenant agrees to accept the Premises in "as is" condition. Landlord's costs of compliance with this section 10.7 shall be included in Operating Costs to the extent set out in section 2.13. Provided that to the extent that such reparr is necessitated directly or indirectly by any act or omission of Tenant or any servant, employee, agent, contractor, invitee or licensee of Tenant, Tenant shall be solely responsible for the cost of such reparrs in accordance with section 9.6 and shall indemnify Landlord in respect thereof. ARTICLEXI 1 l. END OF TERM 11.1 Vacating of Possession Forthwith upon the expiry or earlier termination of the Term, Tenant shall deliver to Landlord vacant possession of the Premises in such condition in which Tenant is required to keep the Premises during .the Term pursuant hereto and shall leave the Premises in neat and clean condition and shall deliver to Landlord all keys for the Premises and all keys or combinations to locks on doors or vaults in the Premises. 11.2 Removal of Trade Fixtures Provided Tenant has paid all Rent and is not otherwise in default hereunder, or if otherwise authorized or requested by Landlord, at the expiry or earlier termination of the Term Tenant shall remove its trade fixtures and repair all damage resulting from the installation or removal of such trade fixtures. If at the expiry or earlier termination of the Tenn Tenant does not remove its trade fixtures or any of its other property on the Premises, Landlord shall have no obligation in respect thereof and may sell or destroy the same or have them removed or stored at the expense of Tenant; at the option of Landlord, such trade fixtures or property shall become the absolute property of Landlord without any compensation to Tenant. · 11.3 Removal of Leasehold Improvements Notwithstanding that the leasehold improvements become the property of Landlord upon installation, at the expiry_ or earlier termination of the Term Tenant shall remove any or all of - 43 - 25 such leasehold improvements made or installed in or about the Premises by Tenant, including, without limitation any wiring or teleco=unication equipment installed by Tenant, or by Landlord as Tenant's contractor, as required by Landlord and in so doing shall repair all damage· resulting therefrom. 11.4 Overholding by Tenant If Tenant remains in possession of all or any part of the Premises after the expiry of the Term with the consent of Landlord but without any further written agreement, this Lease shall not be deemed thereby to have been renewed and Tenant shall be deemed to be occupying the Premises as a monthly tenant on the same terms as set forth in this Lease insofar as they are applicable to a monthly tenancy except the monthly Basic Rent shall be twice the montlily Basic Rent payable during the last twelve months of the Term. ARTICLE XII 12. DAMAGE AND DESTRUCTION 12.1 Insured Damage to Premises (a) If there is damage to or destruction of the Premises caused by an occurrence against which, and to not more than the extent that, Landlord either is required to insure pursuant to this Lease or is otherwise insured ("Insured Damage"), then the following provisions of this section 12) shall apply. (b) If such damage or destruction is such as to render the whole or any part of the Premises unµsable for the pUipose of Tenant's use and occupancy thereof; Landlord shall deliver to Tenant within thirty (30) days following the occurrence of such damage or destruction its reasonable opinion as to whether or not the same is capable ofbeing repaired, to the extent of Landlord's repair obligations hereunder, within one hundred and eighty (180) days following such occurrence. ( c) If this Lease is not terminated as herein provided, Landlord, to the extent of insurance proceeds which it receives or would have received had it maintained such insurance as . required hereunder, shall diligently proceed to perform repairs to the Premises to the extent ofits obligations pursuant to section l 0. 7 hereof; and Tenant, co=encing as soon as practicable but without interfering with Landlord's repairs, shall diligently perform such · repairs as are Tenant's responsibility pursuant hereto. ( d) ff, (i) in Landlord's reasonable opinion, the Premises are not capable of being repaired as aforesaid within one hundred and eighty (180) days following such occurrence, or (ii) Tenant was at the time of such damage in breach of this Lease and fails within fifteen (15) days after notice of such default to remedy same to the extent possible in view of such damage, Landlord-may, at its option, and in the case of (i) above, Tenant may, at its option, elect, by written notice to the other within thirty (30) days after delivery by Landlord of the - 44 - 26 opinion provided for in subsection 12.l(b) above, to terminate this Lease, whereupon Tenant shall i=ediately surrender possession of the Premises and Basic Rent and all other payments for which Tenant is liable pursuant hereto shall be apportioned to the effective date of such termination. ( e) If the <lamage is such as to render the whble or any part of the Premises unusable in whole or in part for the purpose of Tenant's use and occupancy thereof then the Basic Rent payable _ hereunder shall abate to the extent that Tenant's use and occupancy of the Premises is in fact diminished, which determination shall be made by Landlord, until the earlier of (i) the thirtieth (30th) day after fue Premises are determined by Landlord to be ready for Tenant to commence its repairs to the Premises, and (ii) the date on which Tenant first co=ences the conduct of business in any part offue Premises which had been damaged. (f) The respective obligations of Landlord and Tenant with respect to repair of the Premises following any damage or destruction shall be performed with all reasonable speed and in accordance with all applicable obligations to repair contained herein. Tenant acknowledges that its obligations to repair the Premises after such damage or destruction shall be performed at its sole cost without any contnoution by Landlord whether or not the damage or destruction was caused by Landlord's fault and whether or not Landlord had at any time -made any contribution to the cost of any leasehold improvements in the Premises. In any event, within thirty (30) days after Landlord has completed its repairs to the Premises as aforesaid, Tenant shall complete its repairs to the Premises and shall recommence fue conduct of business thereon. 12.2 Uninsured Damage and Last Two Years If there is damage to or destruction of the Premises and.if, in Landlord's reasonable opinion, of which notice is given to Tenant within fifteen (15) days after the later of the date of such damage or destruction and the date upon which Landlord is notified by Tenant of such damage or destruction, the Premises are not capable of being repaired to the extent of Landlord's repair obligations within thirty (30) days following the giving of such notice and if (i) such dan:tage_or destru~tiouis J19t:fmw::ed_D_arnage, or (ii) such damage or destruction occurs within __ the last two (2) years of the T= and either Tenant has no r"maiuiug rights to renew this Lease or, having the right to renew this Lease fails to do so within fifteen (15) days after receipt of the said notice, then Landlord, at its option to be exercised by written notice given to Tenant within thirty (30) days after the later of the date of such damage or destruction and the date.upon which Landlord is notified by Tenant of such damage or destruction, may terminate this Lease -whereupon Tenant shall immediately surrender possession of the Premises and Basic Rent and all other payments for which Tenant is liable hereunder shall be apportioned to the effective date of such termination. If this Lease is not terminated as aforesaid the parties shall repair as provided in subsection 12. l ( c) hereof and there shall be no abatement of any Rent unless the damage or destruction is Insured Damage and then only to the extent expressly provided in subsection 12.l(e) above. - 45 - 27 12.3 Damage to Project If twenty-five (25%) percent or more of the Rentahle Area ofLeasable Areas of the Project is damaged or destroyed by any cause whatsoever, whether or not there is any damage to the Premises, Landlord may, at its option, by notice given to Tenant within sixty ( 60) days after such occurrence, terminate this Lease as of a date specified in such notice, which date shall be not less than thirty (30) days and not more than one hundred and eighty (180) days after the giving of such notice. In the event of such termination Tenant shall surrender vacant possession of the Premises by not later than the said date of termination, and Basic Rent arid all other payments for which Tenant is liable hereunder shall be apportioned to the effective date of termination. If Landlord does not so elect to terminate this Lease, Landlord shall diligently proceed to repair and rebuild the Project to the extent ofits obligations pursuant hereto to the extent of insurance proceeds which Landlord receives. or would have received had it maintained such _insurance as required hereunder, and to the extent that any mortgagee entitled to be paid such insurance proceeds consents to the use of same for such purpose. · 12.4 Restoration of Premises or Project If there is damage to or destruction of the Premises or the Project and if this Lease is not terminated pursuant hereto, Landlord, in performing its repairs as required hereby, shall not be obliged to repair or rebuild in accordance with the plans or specifications for the Premises or the Project as they existed prior to such damage or destruction; rather, Landlord. may repair or rebuild in accordance with any plans and specifications chosen by Landlord in its sole discretion provided that Tenant's use of and access to the Premises and the general overall quality of the Project are not materially detrimentally affected by any difference in plans or specifications of the Premises or the Project 12.5 Determination of Matters For the purpose of this Article XII all matters requiring determination such as, without limitation, the extent to which any area(s) of the Premises or the Project are damaged or are not capable of beingused, or the time within which repairs may be made, unless expressly provided- to the contrary, shall be determined by Landlord's Architect, such determination to be final and binding on the parties. ARTICLE XIII 13. JNSURANCE AND JNDEMNITY 13 .1 Landlord's Insurance Landlord shall obtain and maintain in full force and effect during the Term with respect to the Project insurance against such occurrences and in such amounts, on such terms and with such deductib!e(s) as would a prudent owner of such a project Such insurance may include, without limitation: (i) insurance on the Building and any improvements therein which Landlord desires to - 46 - 28 insure, against damage by fire and other risks covered by extended coverage fire insurance policies or, at Landlord's option, all risks insurance; (ii) boiler and machinery insurance; (iii) rental income insurance; and (iv) public liability insurance. Notwithstanding that Tenant shall be contributing to the costs of such insurance pursuant to the terms of this Lease, Tenant shall not have any.interest in or any right to recover any proceeds under any of Landlord's insurance policies. 13.2 (a) (b) (c) 13.3 (a) Tenant's Effect On Other Insurance Tenant shall not do or permit anywhere on the Premises or Project anything which might: (i) result in any increase in the cost of ai;iy insurance policy of Landlord on the Project; (ii) result in an actual or threatened cancellation of or adverse change in any insurance policy of Landlord on the Project; or (iii) be prohibited by any insurance policy of Landlord on the Project If the cost of any insurance policies of Landlord on the Project is increased as· a result of any improvements made by Tenant or anything done or permitted by Tenant anywhere on the Premises or Project, Tenant shall pay the full amount of such increase to Landlord forthwith upon demand. Tenant's responsibility for any increased cost of insurance as aforesaid shall be conclusively determined by a statement issued by the organization, company or insurer . establishing the insurance rates for the relevant policy. If there is an actual or threatened cancellation of or adverse change in any policy of, insurance of Landlord on the Project by reason of ai;iything done or permitted by Tenant anywhere on the Premises or Project, and if Tenant fails to remedy the situation giving rise to such actual or threatened cancellation or change within twenty-four (24) hours after. notice from Landlord, then Landlord may, at its option, either (i) terminate this Lease forthwith by written notice; or, (ii) remedy the situation giving rise to such actual or threatened cancellation or change, all at the cost of Tenant to be paid to Landlord forthwith upon demand, and for such purpose Landlord shall have the right to enter upon the Premises without further notice. Tenant's.Insurance Tenant shall, at its sole expense, maintain in full force and effect at all times throughout the Term and such other times, if any, as Tenant occupies the Premises or any portion thereof, such insurance as would be maintained by a prudent tenant of premises such as the Premises, which insurance shall include af least all of the following: (i) comprehensive general liability insurance on an occurrence basis with respect to any use and occupancy of or things on the Premises, and with respect to the use and occupancy of any other part of the Project by Tenant or any of its servants, agents, employees, invitees, licensees, subtenants, contractors or persons for whom Tenant is in law responsible, with coverage for any occurrence of not less - 47 - 29 than FIVE MlILION ($5,000,000.00) DOLLARS or such higher amount as Landlord may reasonably requrre on not less than one (1) month's ·notice; (ii) all risks insurance covering the leasehold improvements, trade fixtures and contents on or about the Premises, and all portions of the Premises and the Project which Tenant is obliged to maintain, repair or replace pursuant to section 10.l or any other provision hereof, for not less than the full replacement cost thereof and with a replacement cost endorsement; (iii) broad form comprehensive boiler and machinery insurance on all insurable objects located on or about the Premises or which are the property or responsibility of Tenant, for not less than the full replacement cost thereof and with a replacement cost endorsement; (iv) Intentionally deleted; (v) tenant's legal liability insurance for the full replacement cost of the Premises, and the loss of use thereof; (vi) "plate glass" insurance,.including exterior glass and vitrolite, lettering and frames and plate glass doors. If the Tenant does not carry plate glass insurance, Tenant will be responsible to replace all damaged and/or broken interior and exterior glass and vitrolite lettering and frames and plate glass doors with similar qua.!ity at its own expense, with due dispatch; and (vii) any other insurance against such risks and in such amounts as Landlord or any mortgagee of Landlord may from time to time reasonably requrre upon not less than thirty (30) days' notice to Tenant. (b) Each of Tenant's insurance policies shall name Landlord as an additional named insured, and shall be taken out with insurers and shall be in such form and on such terms as are satisfactory to Landlord from time to time. Without limiting the.generality of the foregoing, each of Tenant's insurance policies shall contain: (i) the standard mortgage clause as may be required by any mortgagee of Landlord; (ii) a waiver by the insurer of any rights of subrogation to which such insurer might otherwise be entitled against Landlord or any person for whom Landlord is in law responsible; (iii) an undertaking by the insurer that no material change adverse to Tenant or Landlord or any mortgagee of Landlord will be made and the policy will not lapse or be terminated, except after not less than thirty (30) days' written notice to Tenant and Landlord and to any mortgagee of Landlord; - 48 - 30 (iv) a provision stating that Tenant's insurance policy shall be primary and shall not call into contribution any other insurance available to Landlord; (v) a joint loss endorsement, where applicable; (vi) a severability of interests clause and a cross-liability clause; and (vii) a waiver, in respect of the interests of Landlord and any mortgagee of Landlord, of any provision with respect to any breach of any warranties, representations, declarations or conditions contained in the said policy. ( c) . Tenant shall ensure that Landlord shall at all times be in possession of either certificates or certified copies of Tenant's insurance policies which are in good standing and in compliance with Tenant's obligations hereunder. The Tenant shall provide to the Landlord evidence of such insurance on each anniversary date of this Lease or such other times as the Landlord · mayrequest ( d) Tenant hereby releases Landlord and its servants, agents, employees, contractors and those for whom Landlord is in law responsible from all losses, damages and claims of any kind in respect of which Tenant is required to maintain insurance hereunder or is otherwise insured. 13.4 Landlord's Right to Place Tenant's Insurance If Tenant fails io maintain in force, or pay any premiums for, any insurance required to be maintained by Tenant hereunder, or if Tenant fails from time to time to deliver to Landlord satisfactory proof of the good standing of any such insurance or the payment of premiums therefor, then Landlord, without prejudice to any of its other rights and remedies hereunder, shall have the right but not the obligation to effect such insurance on behalf of Tenant and the cost thereof and all other reasonable expenses incurred by Landlord in that regard shall be paid by Tenant to Landlord forthwith upon demand. 13-5 Landlord'sNoncLiability Tenant agrees that Landlord shall not be liable or responsible in any way for any injury or death to any person or for any loss or damage to any property, at ·any time on or about the Premises or any property owned by or being the responsibility of Tenant or any of its servants, agents, customers, contractors or persons for whom Tenant is in law responsible elsewhere on or . . about the Project, no m.atter how the same shall be caused and whether or not resulting from or contributed to by the negligence of Landlord, its servants, agents, employees, contractors or persons for whom Landlord is in law responsible. Without limiting the generality of the foregoing, Landlord shall not be liable or responsible for any such injury, death, loss or damage to any persons or property caused or contributed to by any of the following: fire, explosion, steam, water, rain, snow, dampness, leakage, electricity or gas. Without limiting or affecting the generality or interpretation of the foregoing, and notwithstanding the foregoing, it is agreed that - 49 - 31 Landlord shall in no event be liable for any indirect or consequential damages suffered by Tenant. 13.6 Indemnity of Landlord Tenant shall indemnify Landlord and all of its servants, agents, employees, contractors and persons for whom Landlord is in law responsible against any and all liabilities, claims, damages, losses and expenses, including all reasonable legal fees and disbursements, arising from: (i) any breach by Tenant of any of the provisions of this Lease; (ii) any act or omission of any person on the Premises or any use or occupancy of or any things in the Premises; (iii) any act or omission of Tenant or any of its servants, agents, employees, invitees, licensees, subtenants, contractors or persons for whom Tenant is in law responsible on the Premises or elsewhere on or about the Project; or (iv) any injury or.death of persons, or any loss or damage to property of Tenant or any of its servants, agents, employees, invitees, licensees, subtenants, contractors or persons for whom Tenant is in law responsible, on the Premises or elsewhere on or about the Project. · 13. 7 Landlord's Employees and Agents Every indemnity, exclusion or release of liability and waiver of subrogation contained in this Lease for the benefit of Landlord shall extend to and benefit all of Landlord's servants, agents, employees, and others for whom Landlord is in law responsible. Solely for such purpose, and to the extent that Landlord expressly chooses to enforce the benefits of this section for.the foregoing persons, it is agreed that Landlord is the agent or trustee for such persons. ARTICLE XIV 14. ASSIGNMENT, SUBLETTING AND CHANGE OF CONTROL 14.1 Consent Required ( a) Temmt shall nQt assign this I.ea,;~ lll.Wl:J.oleor in part and shall not sublet or part_with or share possession of all or any part of the Premises and shall not grant any licences or other rights to others to use any portion of the Premises (all of the foregoing being hereinafter referred to as a "Transfer"; a party making a Transfer is referred to as a "Transferor" and a party taking a Transfer is referred to as a "Transferee") without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld; provided that it shall be reasonable for Landlord to withhold its consent to a Transfer unless it is shown to Landlord's satisfaction that: (i) the proposed Transferee has a good business and personal reputation and has financial strength at least sufficient to satisfy all the obligations of Tenant hereunder; (ii) without affecting the interpretation of section 8.1 or any other provision hereof, the business proposed to be carried on by the Transferee on the Premises will not be incompatible with the uses of other tenants of the Project, and will not be more burdensome on the Project, in terms of parking requirements or any other factor, than the business previously carried on by Tenant on the Premises; and (iii) the proposed Transferee is not an - 50 - 32 existing occupant of any part of the Project and has not then recently been a prospect involved in bona fide negotiations with Landlord respecting the leasing of any premises in the Project and is not in anyway affiliated with such existing occupant or bona fide prospect The provisions of this Article XIV shall apply to any Transfer which might occnr by inheritance or operation oflaw. (b) If Landlord withholds, delays or refuses to give consent to any Transfer, whether or not Landlord is entitled to do so, Landlord shall not be liable for any losses or damages in any way resulting therefrom and Tenant shall not be entitled to terminate this Lease or exercise any other.remedy whatever in respect thereof except to seek the order of a court of competent jurisdiction compelling Landlord to grant any such consent which Landlord is obliged to grant pursuant to the terms of this Lease. ( c) No Transfer may be made where any portion of Rent is lower than that provided for herein or otherwise on terms more favonrahle to the Transferee than the terms· set forth herein. 14.2 Obtaining Consent All requests to Landlord for consent to any Transfer shall be made to Landlord in writing together with a copy of the agreement pursuant to which the proposed Transfer will be made, accompanied by such information in writing as a landlord might reasonably require respecting a proposed Transferee including, without limitation, name, business and home addresses and telephone numbers, business experience, credit information iand rating, financial position and banking and personal references, description of business proposed to be conducted by the Transferee on the Premises and parking requirements for such business. Tenant shall promptly pay all costs incurred by Landlord in considering and processing the request for consent including legal costs and all costs of completing any documentation to implement any Transfer, which shall be prepared by Landlord or its solicitor if required by Landlord, and as a prior condition to considering any request for consent Landlord may require from Tenant payment of a reasonable deposit, of at least FIVE HUNDRED ($500.00) DOLLARS, on account of Landlord's said costs. 14.3 Landlord's Option Notwithstanding the other provisions contained in this Article XIV, after Landlord receives a request for consent to a Transfer with the information and copy of agreement hereinabove required, it shall have the option, to be exercised by written notice to Tenant within fifteen (15) days after the receipt of such request, information and agreement, to terminate this Lease as it relates to the portion of the Premises which is the subject of the proposed Transfer effective as of the date on which the proposed Transfer by Tenant was proposed to occur. If Landlord elects to terminate this Lease as aforesaid, Tenant shall have the right, to be exercised by written notice to Landlord within ten (10) days after receipt of such notice of termination, to withdraw the request for consent to the Transfer, in which case Tenant shall not proceed with such Transfer, the notice of termination shall be null and void and this Lease shall continue in full force and effect. - 51 - 33 · 14.4 Terms of Consent In the event of a Transfer Landlord shall have the following rights, in default of any of which no such Transfer shall occur or be effective: (i) to collect a deposit or further deposit to be held as a security deposit pursuant to section 16.5 such that the security deposit held by Landlord shall be equivalent to at least the last two (2) months' Basic Rent payable in respect of the premises which are the subject of the Transfer; (ii) to require Tenant and the Transferee and Indemni:fier, if any, to enter into a written agreement to implement any amendments to this Lease to give effect to Landlord's exercise of any of its rights hereunder; (iii) to require the Transferee to enter into an agreement with Landlord in writing and under seal to be bound by all of Tenant's obligations under this Lease in respect of the portion of the Premises which is the subject of the Transfer; (iv) to require the Transferee to waive any rights, pursuant to subsection 39(2) of the Commercial Tenancies Act (Ontario) and any amendments thereto and any other statutory provisions of the same or similar effect, to pay any Rent less than any amount payable hereunder; (v) to require, if the Transfer is a sublease or other transaction other than an assignment, that upon notice from Landlord to the Transferee all amounts payable by the Transferee each month shall be paid directly to Landlord who shall apply the same on account of Tenant's obligations under this Lease; 14.5 Effect of Transfer ( a) No consent of Landlord to a Transfer shall be effective unless ·given in writing and executed by Landlord and no such consent shall be presumed by any act or omission of Landlord or by Landlord's failure to respond to any request for consent or by Landlord's accepting any payment of any amount payable hereunder from any party other than Tenant No Transfer and no consent by Landlord to any Transfer shall constitute a waiver of the necessity to obtain Landlord's consent to.any subsequent or other Transfer. (b) In the event of any Transfer or any consent by Landlord to any Transfer, Tenant shall not thereby be released from any of its obligations hereunder but shall remain bound by°all such obligations pursuant to this Lease for the balance of the Term. If this Lease is renewed or extended by any Transferee pursuant to any option of Tenant, each Transferor shall be liable for all of the obligations of Tenant throughout the T= as renewed or extended. - 52 - 34 ( c) Every Transferee shall be obliged to comply with all of the obligations of Tenant under this Lease, and any defanlt of any Transferee shall also constitute a default of Tenant hereunder. If this Lease is ever disclaimed or terminated by a trustee in bankruptcy of a Transferee Tenant shall nevertheless remain responsible for fulfilment of all obligations of Tenant hereunder for what would have been the balance of the Term but for such disclaimer or termination, and shall upon Landlord's request enter into a new lease of the Premises for such balance of the Term and otherwise on the same terms and conditions as in this Lease. 14.6 No Advertising of Premises Tenant shall not advertise this Lease or all or any part of the Premises or the business or fixtures therein for sale without Landlord's prior written consent 14.7 Mortgage of Lease The restrictions on Transfer as aforesaid shall apply to any assigning, subletting, mortgaging, charging or otherwise transferring of the Premises or this Lease for the purpose of securing any obligation of Tenant. 14.8 Corporate Tenant Intentionally deleted. 14.9 Assignment by Landlord If Landlord sells, leases, mortgages or otherwise disposes of the Project or any part thereof or assigns its interest in this Lease, to the extent that the purchaser or assignee agrees with Landlord to assume the covenants and obligations of Landlord hereunder, Landlord shall thereupon be released from all liability pursuant to the terms of this Lease. ARTICLEXV 15. STATUS AND SUBORDINATION OF LEASE 15.l Status Statement Tenant shall, within ten (10) days after written request from Landlord, execute and deliver to Landlord, or to any actual or proposed lender, purchaser or assignee of Landlord, a . statement or certificate in such form as requested by Landlord stating (if such is the case, or stating the manner in which such may not be the case): (i) that this Lease is unmodified and in full force and effect; (ii) the date of co=encement and expiry of the Term and the dates to which Basic Rent and any other Rent, including any prepaid rent, have been paid; (iii) whether or not there is any existing default by Landlord tinder this Lease and, if so, specifying such default; and (iv) that there are no defences, counter claims or rights of set---off in respect of the obligations hereunder of Tenant. - 53 - 35 15.2 Subordination and Attornment At the option of Landlord to be expressed in writing from time to time this Lease and the rights of Tenant hereunder are and shall be subject and subordinate to any and all mortgages, trust deeds and charges (any of which is herein called "Mortgage") on the Project or any part thereof now or in the future, including all renewals, extensions, modifications and replacements of any Mortgages from time to time. Tenant shall at any time on notice from Landlord or holder · ·of a Mortgage attorn to and become a tenant of the holder of any such Mortgage upon the same t=s and conditions as set forth herein and shall execute promptly on request any certificates, agreements, instruments of postponement or attornment or other such instruments or agreements, including without limitation any short form or notice of this Lease for the purpose of registration · on title to the Project, as requested from time to time to give full effect to this Article XV. Provided.Tenant is not in default hereunder, Landlord shall use reasonable efforts to obtain from the holder of any Mortgage, in respect of which tenant has executed and delivered an instrument of postponement, subordination or attormnent as required hereby, its agreement to permit Tenant to continue to occupy the Premises in accordance with the terms of this Lease. 15.3 Tenant's Failure to Comply If Tenant fails to execute any certificate, agreement, instrument, or other document as required by the foregoing provisions of this Article XV within ten (10) days after request by Landlord, then Landlord shall have the right, without limiting any other rights of Landlord hereunder or at law, to terminate this Lease or to execute any such certificate, agreement, instrument or document on behalf of Tenant and in Tenant's name, for which purpose Tenant hereby appoints Landlord as Tenant's attorney pursuant to the Powers of Attorney Act (Ontario). 15.4 Registration Tenant shall not register on title to the Premises or the Project this Lease or any short form or notice hereof without the express written consent of the Landlord, which consent may be unreasonably withheld. 16. DEFAULT AND REMEDIES · 16.1 Default and Remedies . ARTICLE XVI If any of the following shall occur. (i) Tenant fails, for any reason, to make any payment of Rent as and when the same is due td be paid hereunder and such default continues for seven (7) days after such payment was due, whether or not notice is given to Tenant; - 54 - 36 (ii) Tenant fails, for any reason, to observe or perform any obligation of Tenant pursuant to this Lease other than the payment of any Rent provided that if the Tenant's default can be cured by only the performance of work or by the furnishing of materials, and if the work cannot be reasonably be completed or the materials reasonably obtained and/or utilized within _5 days, the default shall not be deemed to continue if the Tenant proceeds promptly with and diligently completes the work necessary to cure the defanlt; (iii) any of Landlord's insurance policies on the Project are actually or threatened to be cancelled or adversely changed as a result of any use of or articles on or about the Premises; (iv} Tenant shall purport to make a Transfer affecting the Premises, or the Premises shall be used by any person or for any purpose, other than in compliance with this Lease; ( v) Tenant or any other occupant of the Premises makes an assignment for the benefit of creditors or becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt ·or insolvent debtors or makes any proposal or arrangement with creditors, or Tenant makes any sale in bulk of any property on the Premises (other than in conjunction with a Transfer approved in writing by Landlord and made pursuant to all applicable legislation), or steps are taken for the winding up or other termination of Tenant's existence or liquidation of its assets; (vi) a..Jrustee, receiver, receiver-manager, or similar person is appointed in respect of the assets or business of Tenant or any other occupant of the Premises; (vii) Tenant attempts to or does abandon the Premises or remove or dispose of any goods from the Premises, so that there would not be sufficient goods on the Premises subject to distress to satisfy all arrears of Rent and all Rent payable hereunder for a further period of at least six ( 6) months, or if the Premises are vacant or unoccupied for a period of five (5) consecutive days or more without the prior writtenconselit of Landlord; (viii) this Lease or any other property of Tenant is at any time seized or taken in execution which remains unsatisfied for a period of five ( 5) days or more; (ix) termination or re-entry by Landlord is permitted under any provision of this Lease or at law; then the then current and the next three (3) months' Rent shall be forthwith due and payable and, in addition to any other rights or remedies to which Landlord is entitled hereunder or at law, Landlord shall have 'the following rights and remedies, which are cumulative and not alternative, namely: - 55 - 37 (x) to terminate this Lease in respect of the whole or any part of the Premises by written notice to Tenant; (xi) as agent of Tenant to relet the Premises and take possession of any furniture, fixtures, equipment or other property thereon and, upon giving notice to Tenant, to· store the same at the expen,se and risk of Tenant or sell or otherwise dispose of the . same at public or private sale without further notice, and to make alterations to the Premises to facilitate their reletting and to apply the net proceeds of the sale of any fumiture, fixtures, equipment, or other property or from the reletting of the Premises, less all expenses incurred by Landlord in making the Premises ready for reletting and in reletting the Premises, on account of the Rent due and to become due under this Lease and Tenant shall be liable to Landlord for any deficiency and for all such expenses incurred by Landlord as aforesaid; nothing done by Landlord shall be construed as an election to terminate this Lease unless written notice of such termination is given by Landlord to Tenant; (xii) to remedy any default of Tenant in performing any repairs, work or other obligations of Tenant hereunder, and in so doing to enter upon the Premises, without any liability to Tenant therefor and without constituting a re-entry of the Premises or termination of this Lease or breach of the Landlord's covenant of quiet enjoyment, and, in such case, Tenant shall pay to Landlord forthwith upon demand all reasonable costs of Landlord in remedying or attempting to remedy any such default plus fifteen (15%) percent for inspection, supervision, overhead. and profit or such other reasonable amounts as.may be charged by Landlord for overhead arid profit from time to time; (xiii) to obtain damages from Tenant including, without limitation, if this Lease is terminated, all deficiencies between all amounts which would have been payable by Tenant for what would have been the balance of the Term, but for such termination, and all net amounts actually received by Landlord for such period. 16.2 Interest All amounts of Rent shall bear interest from their respective due dates until the dates of payment at the rate of three (3%) percent per annum in excess of the prime rate of interest charged by Landlord's bank in Ontario from time to time. 16.3 Costs (a) Tenant shall pay to Landlord forthwith upon demand all costs incurred by Landlord, including, without limitation, legal expenses on a solicitor and his own client basis and reasonable compensation for all time expended by Landlord's own personnel, arising as a result of any default in Tenant's obligations under this Lease. - 56 - 38 (b) Without compelling the Landlord to accept any payment of Rent in arrears, if any cheque given by the Tenant to the Landlord in payment of Rent is refused payment by the Tenant's bank for any reason, the Tenant shall immediately replace that · cheque wi1h a certified cheque or bank draft and shall pay, in addition, as Additional Rent, 1he sum of $250.00 as a service charge to 1he Landlord; ( c) Intentionally deleted . 16.4 Distress and Tenant's Property Tenant hereby waives and renounces 1he benefit of any present or future statute taking away or limiting Landlord's right of distress and agrees with Landlord that, notwi1hstanding any such statute, all goods and chattels from time to time on the Premises shall be subject to distress for Rent. All Tenant's personal property on the Premises shall at all times be the unencumbered property of Tenant 16 .5 Security Deposit ( a) Tenant has deposited, or will upon execution of 1his Lease deposit, with Landlord the sum described as Security Deposit in section 1.1 hereof ("SecurityDeposit"). The Security Deposit shall be held by Landlord without interest as security for the performance by Tenant of all obligations of Tenant under 1his Lease during the T= and any renewals and any tenancy resulting from an overholding. (b) If at any time any Rent shall be overdue Landlord may, at its option, apply all or any portion of1he Security Deposit to 1he payment of the said Rent Fur1her, if Tenant defaults in the performance of any of its obligations under 1his Lease then Landlord, at its option, may apply all or any part of the Security Deposit on account of any losses or damages sustained by Landlord as a result of such default If all or any part of 1he Security Deposit is applied by Landlord on account of Rent or losses or damages sustained by Landlord, then Tenant shall, within three (3) days after demand from Landlord, remit to Landlord a sufficient amount to restore the Security Deposit to the original sum deposited or required ;;; be deposited as herein set forth. ( c) If Tenant complies wi1h all of its obligations under 1his Lease, the Security Deposit or the balance remaining thereof shall be returned to Tenant within 1hirty (30) days after the later of(i) the end of the Term or (ii) Tenant's vacating the Premises. ( d) Landlord may deliver the Security Deposit, or such portion thereof r=aining on hand, to any purchaser, mortgagee or assignee of Landlord's interest in the Premises or the Project and thereupon Landlord shall be discharged from any further liability with respect to the Security Deposit - 57 - 39 16.6 Remedies to Subsist No waiver of any of Tenant's obligations under this Lease or of any of Landlord's rights in respect of any default by Tenant hereunder shall be deemed to have occurred as a result of any condoning, overlooking or delay by Landlord in respect of any default by Tenant or by any other act or omission of Landlord including, without limitation, the acceptance of any Rent. less than the full amount thereof or the acceptance of any Rent after the occurrence of any default by Tenant The waiver by Landlord of any default of Tenant or of any rights of Landlord, which shall be effected only by an express written waiver executed by Landlord, shall not be deemed to be a waiver of any term, covenant or condition in respect of which such default or right has been waived and shall not be deemed to be a waiver of any subsequent default of Tenant or right of Landlord. All rights and remedies of Landlord under this Lease and at law shall be cumulative and not alternative, and the exercise by Landlord of any of its rights pursuant to this Lease or at law shall at all times be without prejudice to any other rights of Landlord, whether or not they are expressly reserved. Tenant's obligations under this Lease shall survive the expiry or earlier termination of this Lease and shall remain in full force and effect until fully complied with. 16. 7 Impossibility of Performance If and to the extent that either Landlord or Tenant shall be delayed in the fulfilment of any obligation under this Lease, other than the payment by Tenant of any Rent, by reason of unavailability of material, equipment, utilities, services or by reason of any Laws, or by reason of any other similar cause beyond its control and not avoidable by the exercise of reasonable foresight ( excluding the inability to pay for the performance of such obligation), then the party being delayed shall be entitled to extend the time for fulfilment of such obligation by a time equal to the duration of such delay and the other party shall not be entitled to any compensation for any loss or inconvenience occasioned thereby. The party delayed will, however, use its best efforts to fulfil the obligation in question as soon as is reasonably practicable by arranging an alternate method of providing the work, services or materials. ARTICLE XVII 17. CONTROL OF PROJECT 17 .1 Landlord's Control The Project is at all times subject to the exclusive control and management of Landlord. Without limiting the generality of the foregoing, Landlord shall have the right to obstruct or close off or restrict entry to all or any part of the Project for purposes of performing any maintenance, repairs or replacements or for security purposes or to prevent the accrual of any rights to any person or the public or any dedication thereof; provided that in exercising any such right Landlord shall use reasonable best efforts to minimize interference with Tenant's access to and · use of the Premises. - 58 - 40 17.2 Alterations of the Project (a) At any time or times Landlord shall have the right to make any changes in, additions to, deletions :from or relocations of any part of the Project including the Premises and any of the Common Facilities (any of which are herein referred to as "Changes") as Landlord shall consider desirable. If Landlord makes any Changes to the Premises, including relocation of the Premises, Landlord shall ensure that the Premises, as affected by such Changes, shall be substantially the same in size and shall be in all other material respects reasonably comparable to the Premises originally demised hereby. If the Premises are relocated as a result of such Changes, Landlord shall be responsible for the direct cost of moving Tenant to the relocated Premises and constructing replacement leasehold improvements therein, but not for any indirect costs or losses of Tenant. Tenant shall not have the right to object to or make any claim on account of the exercise by Landlord of any of its rights under this section 17.2, except that Tenant shall be entitled to an abatement of Basic Rent for any period of time in excess of ten (10) consecutive days that Tenant is unable to conduct business in the Premises as a result of the making of such Changes. Landlord shall make any such Changes · as expeditiously as is reasonably possible and so as to interfere as little as is reasonably possible with Tenant's business on the Premises. (b) Tenant acknowledges that portions qf the Project may be under construction during the T=, and that such construction activities may cause temporary noise and disturbance to existing tenants of the Project. Landlord will use reasonable efforts to roiniroiz<> interference with Tenant's occupation of the Premises as a result of such construction activities, but Tenant acknowledges that in no event shall any noise or other disturbance caused by such construction constitute a breach of Tenant's right to quiet enjoyment of the Premises. 17.3 Common Facilities and Parking Tenant shall not itself and shall not permit any of its employees, servants, agents, contractors, or persons having business.with Tenant, to obstruct any Common Facilities including driveways0 laneways or a.ccess _ routes, o_r to_per~_yehlc;ks in any portion of the Common Facilities other than such areas as expressly authorized by Landlord. Landlord shall have the right to designate the number and location of parking spaces available for use by Tenant, its employees, customers and others doing business with it, provided that Landlord shall have no responsibility whatsoever for supervising or policing the availability of such parking spaces. Landlord shall have the right, at Tenant's expense payable on demand, to remove any such obstruction or improperly parked vehicles, without any liability for any damage caused thereby. The Tenant and its employees, suppliers and other persons not customers having business with the Tenant, shall park their cars only in those portions of the parking area designated for that purpose by the Landlord. Within five (5) days after taking possession of the Leased Premises the Tenant shall furnish the Landlord with the automobile license numbers of the Tenant and its employees and shall thereafter notify the Landlord of any changes within five (5) days after such changes occur. Should the Tenant, its employees, suppliers and other persons not-customers - 59 - 41 having business with the Tenant park vehicles in areas not allocated for that purpose, the Landlord shall have the right to remove the said trespassing vehicles and the Tenant shall save harmless the Landlord from any and all damages therefrom and the· Tenant shall pay the costs of such removal. 17.4 Rules and Regulations Landlord may from time to time make and amend reasonable rules and regulations for the management and operation of the Project and Tenant and all persons under its control shall comply with all of such rules and regulations of which notice is given to Tenant from time to time, all of which shall be cleemedto be incorporated into and form part of this Lease. Landlord shall not make any rules orregulations which conflict with any express provision of this Lease unless and only to the extent required by any applicable Laws. Landlord shall act reasonably in enforcing such rules and regulations but shall not be liable for their non-enforcement. 17.5 Access to Premises (a) Without limiting any other rights Landlord may have pursuant hereto or at law, Landlord shall have the right to enter the Premises at any time for any of the following purposes: (i) to examine the Premises and to perform any maintenance, repairs or alterations to any part of the Premises or to any equipment and services serving the Premises or any other part of the Project; (ii) in cases of emergency; (iii) to read any utility or other meters; (iv) during the last twelve (12) months of the Term to show the Premises to prospective tenants and to permit prospective tenants to make inspections, measurements and plans; and (v)at any time during the Term to show the Premises to prospective purchasers or lenders. (b) Landlord shall have the right to run through the Premises conduits, wires, pipes, ducts and other elements of any systems for utilities, heating, ventilating, air-conditioning and humidity control, telephone and other co=unications systems and any other such systems to serve the Premises or the Project. ( c) Landlord shall exercise its rights pursuant to this section 17.5 in such manner and at such timesasLaitdlord; actingreasoii.ably oiifiii its-sole discretion, shallclefonnme, but shall use its reasonable best efforts not to interfere with or obstruct the Tenant's operations on the Premises. At any time that entry by Landlord is desired in case of emergency, and if no personnel of Tenant are known by Landlord to be present on the Premises or if such personnel fail for any reason to provide Landlord immediate access at the time such entry is desired, Landlord may forcibly enter the Premises without liability for damage caused thereby. 17 .6 Expropriation (a) If the Premises or any part thereof shall be expropriated (which for the purposes of this Article XVII shall include a sale by Landlord to any authority with the power to expropriate) by any competent authority then: - 60 - 42 (i) Landlord and Tenant shall co-operate with each other so that Tenant may receive such award to which it is entitled in law for relocation costs, business interruption, and the value ofleasehold improvements paid for by Tenant and so that Landlord may receive the maximum award to which it may be entitled in law for all other compensation arising from such expropriation including, without limitation, all compensation for the value of Tenant's leasehold interest in the Premises; (ii) except for such compensation to which Tenant shall .be entitled as aforesaid, all Tenant's other rights in respect of such expropriation are hereby assigned to Landlord, and within ten (10) days after request by Landlord Tenant shall execute such further documents as requested by Landlord to give effect to such assignment, failing which Landlord is hereby irrevocably appointed, pursuant to the Powers of Attorney Act (Ontario) Tenant's attorney to do so on behalf of Tenant and in its name; and (iii) Landlord shall have the option, to be exercised by written notice to Tenant, to terminate this Lease, effective on the date the expropriating authority talces possession of the whole or any portion of the Premises. 17.7 If the whole or any part of the Project shall be expropriated, then subject to the foregoing . provisions respecting expropriation of the Premises: (i) (ii) all compensation resulting from such expropriation shall be the absolute property of Landlord and all of Tenant's rights, if any, to any such compensation are hereby assigned to Landlord and within ten (I 0) days after request by Landlord Tenant shall execute such further documents as requested by Landlord to give effect to such assignment, failing which Landlord is hereby irrevocably appointed, pursuant to the Powers of Attorney Act (Ontario), Tenant's attorney to do so on behalf of Tenant and in its name; and if the expropriation of part of the Project is such as to render undesirable, in Landlord's reasonable opinion, i:he continuing operation of the portion of the Project in which the Premises are situate, Landlord shall have the right to terminate this Lease as of the date the expropriating authority talces possession of all or any portion of the Project. 17.8 Landlord's Consent Intentionally deleted. 17.9 (a) Teleco=unications Carrier's Access The Tenant's right to select and utilize teleco=unications and data carrier (the "Carrier") shali be conditional on the execution by such Carrier of a license agreement, in - 61 - 43 form and substance acceptable to the Landlord, pursuant to which the Landlord shall grant to the Carrier a license (which shall be coextensive with the rights and privileges granted to the Tenant under the Lease) to install, operate, maintain, repair, replace and remove cable and related equipment within the Leased Premises and vertical and horizontal path ways within the Building but outside of the Leased Premises that are necessary to provide teleco=unications and data services to Tenant at the Premises). (b) The license contemplated herein to be granted to the carrier shall p=i.t the Carrier to provide services only to the Tenant and not to any other tenants or occupants of the Building and shall require all of the Carrier's equipment ( other than connecting wiring) to be located in the Tenant's Premises. Tue License shall not grant an exclusive right to the Tenant or to the Carrier. Landlord reserves the right, at its sole discretion, to grant, renew, or extend licenses to other teleco=unications and data carriers for the purposes of locating teleco=unications equipment in the Building which may serve the Tenant or other tenants in the Building. ( c) Except to the exte~t expressly set forth herein, nothing herein shall grant to the Carrier any greater rights or privileges than the Tenant is granted pursuant to the terms of this Lease or diminish the Tenant's obligations or the Landlord's rights hereunder. ( d) The Tenant shall be responsible for ensuring that the Carrier complies with the terms and conditions of the license agreement relating to the use of the Leased Premises or the making of any physical Alterations imposed upon the Tenant under this Lease to the extent the Carrier operates or maintains any equipment or delivers• any services in the Leased Premises. Any failure by the Carrier to observe and comply with such terms, conditions, agreement and covenants on behalf of the Tenant, to the extent the Carrier operates or maintains any equipment or delivers any services · in the Premises or the Licensed Areas, shall be a default under the Lease. 17 .10 Wireless Frequencies (a) The Landlordmay reguiJ:e__the Tenant to. modify_ or tern:miate any syste_m of short range radio :frequencies (herein ''Wireless System") used by the Tenant in the Premises or in the Project it; in the Landlord's sole· discretion, such Wireless System interferes with the Wireless System of other Tenants in the Project. (b) Landlord may from time to time make and amend rules and regulations for the management and operation of Wireless Systems within the Project and Tenant and all persons under its control shall comply with all of such rules and regulations of which notice is given to Tenant from time to time, all of which shall be deemed to be incorporated into and form part of this Lease. Landlord shall act reasonably in enforcing such rules and regulations but shall not be liable for their non-enforcement. ( c) Withour limiting the foregoing, nothing contained herein shall impose upon the Landlord any obligation to ensure Tenant's Wireless Systems are free from interference from other tenants in the Project or otherwise. - 62 - 44 ARTICLE XVIII 18. MISCEILANEOUS 18.l Notices All notices, statements, demands, requests or other instruments ("Notices") which may be or are required to be given under this Lease shall be in writing and shall be delivered in person or sent by prepaid registered Canadian mail addressed, if to the Tenant, at the Address for Service of Notice on Tenant, ifto the Indemnifier, if any, at the Address for Service of Notice on Indernnifier, and if to the Landlord at the Address for Service of Notice on Landlord, all as provided in section I. I hereof · All such Notices shall be conclusively deemed to have been given and received upon the day the same is personally delivered or, if mailed as aforesaid, four ( 4) business days ( excluding Saturdays, Sundays, holidays and days upon which regular postal service is interrupted or unavailable for any reason) after the same is mailed as aforesaid. Any party may at any time by notice in writing to the other change the Address for Service of Notice on it If two or more persons are named as Tenant or Indemnifier, any Notice given hereunder shall be sufficiently given if delivered or mailed in the foregoing manner to any one of such persons. 18.2 Complete Agreement There are no covenants, representations, agreements, warranties or conditions in any way relating to the subject matter of this Lease or the tenancy created hereby, expressed or implied, collateral or otherwise, except as expressly set forth herein, and this Lease constitutes the entire agreement between the parties and may not be modified except by subsequent written agreement duly executed by Landlord and Tenant. 18.3 Time of the Essence Time is of the essence of all terms of this Lease. 18.4 Applicable Law This Lease shall be governed by and inteipreted in accordance with the laws of the Province of Ontario. The parties agree that the Courts of Ontario shall have jurisdiction to determine any matters arising hereunder. 18.5 Severability If any provision of this Lease is illegal, unenforceable or invalid, it shall be considered separate and severable and all the remainder of this Lease shall remain in full force and effect as - 63 - 45 though such provision had not been included in this Lease, but such provision shall nonetheless continue to be enforceable to the extent permitted by law. 18.6 Section Numbers and Headings The table of contents and all section numbers and headings of this Lease are inserted for y0nvenience only and shall in no way limit or affect the interpretation of this Lease. 18. 7 Interpretation Whenever a word importing the singnlar or plural is used in this Lease such word shall include the plural and singnlar respectively. Where any party is comprised of more than one entity, the obligations of each of such entities shall be joint and several. Words importing persons of either gender or firms or corporations shall include persons of the other gender and firms or corporations as applicable. Subject to the express provisions contained in this Lease, words such as "hereof", "herein", "hereby", "hereafter", and "hereunder" and all similar words or expressions shall refer to this Lease as a whole and not to any particular section or portion hereof. 18.8 Successors This Lease shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, assigns and other legal representatives except only that this Lease shall not enure to the benefit of any of such parties unless and only to the extent expressly permitted pursuant to the provisions of this Lease. ARTICLE XIX 19. INDEMNITY (a) Intentionally deleted. IN WITNESS WHEREOF the parties have executed this Lease. EMIXL epfer, President THE CORPORATION F THE CITY OF PICKERING Per: S). bb+; U..o Name: Debbie Shields, City Clerk - 64 - SCHEDULE "A" LEGAL DESCRIPTION OF PREMISES 1101 Kingston Road, Pickering, Ontario: Part of Lot 24, Concession 1, Pickering Ontario, being Parts 1, 2 and 3, Plan 40R-12678, Pickering PIN 26317-0070 (LT) - 65 - SCHEDULEB OUTLINE PLAN OF PREMISES .,...-....., T-11'" ' ,~_,. 9'-10'" X 1-4'-Ur - 66 - 2 SCHEDULEC LANDLORD'S WORK The Landlord will provide the Premises with the following items at its expense, all such work in compliance with the Ontario Building Code applicable at the time the wotl: is being carried out. 1. Paint throughout the Premises in a neutral colour. 2. Curved wall in back of Premises removed and flooring under such wall repaired. 3. Open office closed in with a door and wall to reasonably match the existing office glazed wall detail. - 67 - 3 SCHEDULED RULES AND REGULATIONS The Tenant covenants and agrees that the rules and regulations shall in all respect be observed and performed·by the Tenant, its employees and agents and to the extent the Tenant can require the same, by its invitees and others over whom the Tenant has control. Landlord shall have available to it, all remedies provided in this Lease and all other legal remedies available at law or in equity upon a breach of the rules and regulations by the Tenant. The Landlord may terminate this Lease forthwith upon such breach if, after Notice of such breach, the Tenant fails to remedy such breach within fifteen (15) . business days or fails to diligently continue to rectify such breach. , The rules and regulations shall include, without limitation, the following: I. Animals or Birds: No animals or birds shall be kept in fue Premises. 2. Care of Interior and Exterior (if applicable) of Premises The tenant shall keep the interior and exterior (if applicable) of the Premises clean, orderly and tidy. The tenant shall keep perishable items properly refrigerated. The Tenant shall deposit all debris, trash and refuse in areas, at times and in such manner as the Landlord shall reasonably delegate. 3. No one shall use the Premises for sleeping quarters. 4. The Tenant shall observe strict care not to allow windows admitting light into fue Premises to be left opened or remain open so as to admit rain or snow, or so as to interfere wifu the heating of the Premises or the air conditioning of the Premises m: offue Building. The Tenant will be responsible for any injury caused to fue property of other Tenants or to the property of fue Landlord by failure on fue part offue Tenant to observe this rule. 5. Furniture, effects and supplies shall not be taken into or removed from the Premises except at such_time_o,-_inthe normal course of business andin_such manner as may be previously approved by the Landlord. 6. The Landlord shall have fue right to require all persons entering and leaving fue Building at hours other than normal business hours, which are defined as between 8:00 am and 6:00 pm, Monday through Friday, to identify fuernse!ves to a watchman or security guard (where applicable). 7. Electrical and Communications Wiring: The Landlord shall direct fue location and manner of installation of all wiring and equipment in the Premises. There shall be no boring, cutting or installation of telephone, telegraphic, electric or other wiring wifuout fue written consent offue Landlord. - 68 - 4 8. Loading, Unloading, Delivery (if applicable): Deliveries, shipments and all loading and unloading of items to and from the Premises by means of such doorways, corridors and in such manner as the Landlord shall reasonably designate. 9. Use of Elevator (if applicable): Elevators shall not be used without the prior approval of the Landlord for the movement of furniture, freight, supplies or equipment and shall be left in clean condition following use. 10. Obstruction of Plumbing and Washroom Facilities and Co=on Areas The Tenant agrees that it will not use or permit its employees, agents or invitees to use the plumbing or washroom facilities of the Premises or co=on areas for any purpose other than that for which they are constructed. 11. .Overloading of Floors (if applicable) The Tenant shall not permit any floor of the Premises to be loaded to more than (250) pounds per square foot live load. All safes and other heavy objects liable to injure or destroy any part of the Premises or the Project shall be moved at such times, by such means and by such persons as the Landlord shall reasonably direct. Upon the termination of this lease and the Tenant shall forthwith inform the Landlord in writing of the combination of all locks, safes and vaults in or on the Premises. 12. Restriction on Dangerous Materials: The Tenant shall not keep, use, sell or offer for sale in-the Premises, anything of a dangerous, inflammable or explosive nature. · 13. Signs, Advertising and Displays: The Tenant shall not, in or about the Premises without the written consent of the Landlord, erect exterior signs, install window or door signs, affix window or door lettering, erect awnings or canopies or display advertising media or devices which may be seen or heard outside the Leased I'remises. -The Tenant shall.remove forthwith all-signs, lettering, awnings, canopies and displays which are found by the Landlord to be objectionable. The Tenant shall indemnify and save harmless the Landlord from all claims, demands, loss or damage to any person or property arising out of or in any way caused by the erection, maintenance or removal of any sign or other installation erected or installed on or about the exterior of the Leased Premises. The Tenant shall at its own expense, maintain in good condition and repair all such signs, lettering, awnings, canopies and displays, and shall observe and comply with all requirements of any competent authority regarding the erection and maintenance of signs including the payment of license or other fees. 14. Use of Entrances, etc.: The sidewalks, entrances, lobbies, elevators, stairways and corridors of the Premises, Building or Project shall not be obstructed by the Tenant or used by it for any other purpose than for ingress and egress to and from the Premises and the Tenant shall not place or allow to be placed in any - 69 - 5 such areas any waste paper, dust, garbage, refuse or anything whatever that shall tend to make such areas appear clean or untidy. 15. Legal Compliance The Tenant shall comply, at its own expense with all federal, provincial and mnnicipal, fire, sanitary and safety laws and regulations and by-laws pertairring to the use of the Premises and surrounding area 16. Odours The Tenant shall not permit or allow odours, vapours, steam, water, vibrations, noises or other desirable effects to emanate from the Premises or any equipment or installation therein which, in the Landlord's opinion, are objectionable or cause any interference with the safety, comfort or convenience of the Building by the Landlord or any occnpants thereof or their invitees. - 70 - 6 SCHEDULE "E" OPTION TO RENEW Landlord covenants with Tenant that if Tenant duly and regularly pays the rent and performs all of the covenants, provisos and agreements on the part of Tenant to be paid and performed in the Lease, and provided the Tenant is not then in default under the terms of the Lease, Landlord, at the expiration of the T=, and upon Tenant's written request, mailed by registered post, return receipt requested, to, or delivered to, Landlord and received by Landlord at least six (6) months prior to the expiration of the Term, grant to Tenant a renewal Lease of the Premises on an "as is" basis for two (2) further periods as follows: i. The First Renewal Term shall be for a period of five (5) years; ii. The Second Renewal Term shall be for a period of five (5) years; with the First Renewal Term commencing upon the expiration of the initial Term and the Second Renewa]. Term commencing upon the expiration of the First Renewal Term on the same terms and conditions as are contained in the Lease, save and except for: (a) the Tenant shall not be entitled to the benefit of orto receive any rent free period or any payments by the Landlord to the Tenant as set out in the original Lease; (b) the Basic Rent for the First Renewal Term shall be the greater of ( a) Basic Rent in the immediately preceding year of the Term or (b) fair market rental rate ("FMRR") based on the prevailing market rental rates for similar space in a similar area at the time of exercise by the Tenant of the first option to renew, · ( c) The Basic Rent for the Second Renewal Term will be the greater ( a) Basic Rent in the immediately preceding year of the First Renewal Term or (b) fair market rental rate ("FMRR") based on the prevailing market rental rates for similar space in a similar area at the time of exercise by the Tenant of the second option to renew; and ( d) there shall be no further right ofrenewal or extension after the Second Renewal Term. If th« pfil"(ic,S_a.r_e_ll!lable to _agre_e as to_FMRR, SJ1chrenewal_rent shall be determined b}c arbitration using the ADR Chambers Expedited Arbitration Rules. The parties agree that the . ADR Chambers Expedited Arbitration Rules give the parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Toronto and shall proceed in accordance with the provisions of the Arbitration Act (Ontario). Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. It is agreed that whether such FMRR is agreed upon or determined by arbitration, such FMRR shall in no event provide for a Rent plus percentage rent, if any, in an amount less than the Rent, for the last year ofthe·Term. Pending agreement of the parties as to, or as to the determination by arbitration of the FMRR, Tenant shall continue to pay the Rent for the last year of the Term or the First Renewal Tenn, as the case may be, and upon agreement or determination by arbitration as aforesaid shall commence to pay the FMRR retroactive to the commencement of the applicable renewal term. Any underpayments by the Tenant shall be adjusted retroactive to the commencement of the applicable renewal term. - 71 - 7 Notwithstanding the forgoing, the Tenant shall have an option (the "Termination Option") to terminate the Lease on the following terms and conditions: (a) The Termination Option is exercised either during the First Renewal term or the Second Renewal Term; (b) The Tenant gives the Landlord not less than 12 months irrevocable written notice (the "Termination Notice") of its exercising the Termination Option. Upon giving the Termination Notice, and complying with the provisions of this paragraph, this Lease shall terminate at 11 :59 p.m. on the last day of the calendar month in which the notice period expires (the last day of such calendar month being called the "Termination Date"; If the Tenant so terminates this Lease, it shall, surrender this Lease, and all the remainder of the Term of any, yet to come and unexpired, as of the Termination Date and will, subject nevertheless to the provisions hereinbefore contained thereupon vacate the Premises and yield up to the Landlord peaceable and vacant possession thereof. Report to Executive Committee Report Number: ENG 07-21 Date: April 6, 2021 From: Richard Holborn Director, Engineering Services Subject: Proposed All-way Stop - William Jackson Drive and Bronzedale Street/Kalmar Avenue - File: A-1440 Recommendation: 1. That the attached draft by-law be enacted to amend Schedule "7" to By-law 6604/05 to provide for the regulation of stop signs on highways or parts of highways under the jurisdiction of The Corporation of the City of Pickering, specifically to address the proposed installation of an all-way stop control at the intersection of William Jackson Drive and Bronzedale Street/Kalmar Avenue; and, 2. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Summary: In response to safety concerns from area residents citing that it is difficult at times for pedestrians, particularly younger children, to cross William Jackson Drive, due to increasing vehicle traffic volume and vehicle speed, it is proposed that an all-way stop be installed at the intersection of William Jackson Drive and Bronzedale Street/Kalmar Avenue. An all-way stop at the intersection of William Jackson Drive and Bronzedale Street/Kalmar Avenue will provide for a safe crossing point for pedestrians travelling to Creekside Park at Liatris Drive and the park at Misthollow Drive, and maintains an adequate distance from Rex Heath Drive, where future traffic control is anticipated as development continues to grow in the area. Financial Implications: The installation of stop signs, advance warning signs, and pavement markings at the intersection of William Jackson Drive and Bronzedale Street/Kalmar Avenue can be accommodated within the 2021 Roads Current Budget. Discussion: Area residents have expressed safety concerns on William Jackson Drive, with respect to increasing vehicle traffic volume, vehicle speed, and pedestrians, particularly children, having difficulty crossing the street. William Jackson Drive is a long stretch of road, spanning approximately two kilometres from Brock Road to Taunton Road, with no existing traffic control for pedestrians to cross at any of the intersections. It is anticipated, however, that some form of traffic control will be required in the future at the - 72 - -~of- Pl(KERJNG ENG 07-21 April 6, 2021 Subject: Proposed All-way Stop William Jackson Drive and Bronzedale Street/Kalmar Avenue Page 2 intersection of William Jackson Drive and Rex Heath Drive due to increasing traffic volumes. Currently, residents are concerned about crossing William Jackson Drive between Bronzedale Street/Kalmar Avenue and Liatris Drive. In response to these concerns, Engineering Services staff completed a review of two intersections on William Jackson Drive, namely Bronzedale Street/Kalmar Avenue, and Liatris Drive. City staff's review of the intersections included the following: • collection of pedestrian and vehicle volumes and completion of the municipal all-way stop warrants; • observations of vehicle and pedestrian traffic; and • review of existing signs and pavement markings. An all -way s top would not be recommended based on the City’s All -way Stop Warrant To determine if an all-way stop control is required at these intersections based on traffic volume, an all-way stop warrant was completed at both intersections in accordance with the City's 2003 Safer Streets Traffic Management Strategy. The City's All-way Stop Warrant calculates whether an all-way stop control is required taking vehicle volumes into consideration. The City’s All-way Stop Warrant was not met for the intersection of William Jackson Drive and Bronzedale Street/Kalmar Avenue, or for the intersection of William Jackson Drive and Liatris Drive, as the side street traffic was minimal throughout the day. Therefore, an all-way stop is not recommended based on traffic volumes. An all-way stop is recommended at the intersection of William Jackson Drive and Bronzedale Street/Kalmar Avenue to allow for a safe pedestrian crossing point Engineering Services staff recognize that William Jackson Drive is a long stretch of road that is actively being used by pedestrians, and that the road can be difficult to cross especially by children crossing the street to go the park at Misthollow Drive, and to Creekside Park at Liatris Drive. In order to facilitate a safe crossing point for pedestrians, Engineering Services staff is recommending that an all-way stop be placed at the intersection of William Jackson Drive and Bronzedale Street/Kalmar Avenue for the following reasons: • Based on the traffic volume and pedestrian counts, the intersection at Bronzedale Street/Kalmar Avenue has more vehicle traffic and pedestrians than at Liatris Drive. • It is anticipated that Rex Heath Drive will have some form of traffic control in the future as development continues to grow in the area, which makes the spacing of an all-way stop less desirable if placed at Liatris Drive rather than at Bronzedale Street/Kalmar Avenue. There is approximately 220 metres between Rex Heath Drive and Liatris Drive and - 73 - ENG 07-21 April 6, 2021 Subject: Proposed All-way Stop William Jackson Drive and Bronzedale Street/Kalmar Avenue Page 3 approximately 300 metres between Rex Heath Drive and Bronzedale Street/Kalmar Avenue. • It is more convenient for pedestrians to cross at the Bronzedale Street/Kalmar Avenue intersection if they are heading to the park at Misthollow Drive, rather than travelling north to cross, only to travel back south again to access the park. The proposed all-way stop control at the intersection of William Jackson Drive and Bronzedale Street/Kalmar Avenue is shown graphically in Attachment 1. The draft by-law amendment to Schedule “7”, Stop Signs of By-law 6604/05 is presented in Attachment 2. Attachments: 1. Proposed All-way Stop Control – William Jackson Drive and Bronzedale Street/Kalmar Avenue 2. Draft By-law Amendments to Schedule “7”, Stop Signs, to By-law 6604/05 - 74 - ENG 07-21 April 6, 2021 Subject: Proposed All-way Stop William Jackson Drive and Bronzedale Street/Kalmar Avenue Page 4 Prepared By: Approved/Endorsed By: Nathan Emery Richard Holborn, P.Eng. Coordinator, Traffic Operations Director, Engineering Services Scott Booker Manager, Capital Projects & Infrastructure NE:mjh Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Original signed by:Original signed by: Original signed by: Original signed by: - 75 - Attachment #1 to Report #ENG 07-21 Proposed All-way Stop Control William Jackson Drive and Bronzedale Street/Kalmar Avenue NTS March, 2021 Engineering Services Department N William Jackson Drive Proposed All-way Stop Liatris Drive Kalmar Avenue Hayden Lane Parkhurst Crescent Misthollow DrivePure Springs Blvd. Liatris Drive Creekside Park Park Bronzedale St Genera MewsWilliam Jackson DrivePenny Lane Rex Heath Drive - 76 - --at,+- PlCKERING The Corporation of the City of Pickering By-law No. Being a by-law to amend By-law 6604/05 providing for the regulating of traffic and parking, standing and stopping on highways or parts of highways under the jurisdiction of the City of Pickering and on private and municipal property. Whereas By-law 6604/05, as amended, provides for the regulating of traffic and parking on highways, private property and municipal property within the City of Pickering; and Whereas, it is deemed expedient to amend Schedule 7, Stop Signs, to By-law 6604/05 to provide for the regulation of parking restrictions and stop signs on highways or parts of highways under the jurisdiction of the Corporation of the City of Pickering. Specifically, this by-law is to provide for the installation of an all-way stop at the intersection of William Jackson Drive and Bronzedale Street/Kalmar Avenue. Now therefore the Council of The Corporation of the City of Pickering hereby enacts as follows: 1. Schedule 7 to By-law 6604/05, as amended, is hereby further amended thereto by the following: Schedule 7 Stop Signs Column 1 Column 2 Highway Compulsory Stop Facing Traffic Add William Jackson Drive @ Bronzedale Street @ Kalmar Avenue William Jackson Drive, northbound and southbound Attachment #2 to Report ENG 07-21 - 77 - By-law No. Page 2 By-law passed this 26th day of April, 2021. ____________________________ David Ryan, Mayor ________________________________ Susan Cassel, City Clerk - 78 - Report to Executive Committee Report Number: ENG 08-21 Date: April 6, 2021 From: Richard Holborn Director, Engineering Services Subject: Krosno Creek Culvert Replacements – Gas Main Relocations Morden Lane, Reytan Boulevard, and Alyssum Street (including Sandy Beach Road) -File: A-1440 Recommendation: 1.That the cost proposals for gas main relocations submitted by Enbridge Gas Inc. for; Morden Lane, Reytan Boulevard, and Alyssum Street (including Sandy Beach Road) in the amount of $296,872.94 (HST included) be accepted; 2.That the total net project cost of $294,078.00 (net of HST rebate) for the proposals be approved; 3.That Council authorize the Director, Finance & Treasurer to fund the net project cost of $294,078.00 for the proposals as follows: a)the sum of $152,921.00 by a transfer from Development Charges City’s Share Reserve; b)the sum of $141,157.00 by a transfer from Development Charges-Stormwater Management Reserve Fund; 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 City of Pickering retained the services of The Municipal Infrastructure Group (TMIG) for the Krosno Creek Flood Reduction Study which was completed in February 2015. The study determined that the preferred solution to mitigate flooding, and ongoing erosion concerns along the creek, is to replace the existing culverts at Morden Lane, Alyssum Street, and Reytan Boulevard with larger culverts. Detailed design was completed by TMIG in the spring of 2019. Through the detailed design process, it was determined that gas main relocations are required to create the necessary space for construction of the proposed concrete box culverts. Enbridge Gas Inc. has provided cost proposals for the three gas main relocation sites on Morden Lane, Reytan Boulevard and Alyssum Street. The proposals provided are governed under the Municipal Franchise Agreement for Cost Sharing with Enbridge Gas Inc. The City’s apportioned cost is 35 per cent of the total project cost, while 65 per cent is the responsibility of Enbridge Gas Inc. The cost proposals indicate that the City’s portion of the works is $296,872.94 (HST included). - 79 - -Cd:fof- p](KERJNG Expense Code Source of Funds Budget Required for Enbridge Gas Inc. Relocation 5321.1910.6253 DC’s City Share (52%) $2,496,000.00 $152,921.00 DC Stormwater Management 2,304,000.00 141,157.00 (48%) Total $4,800,000.00 $294,078.00 Balance of Funds Available for Future Culvert Replacement Tender $4,505,922.00 ENG 08-21 April 6, 2021 Subject: Krosno Creek Culvert Replacements – Gas Main Relocations Morden Lane, Reytan Boulevard, and Alyssum Street (including Sandy Beach Road) Page 2 Financial Implications: The three cost proposals provided by Enbridge Gas Inc. (City of Pickering’s share only) dated December 22, 2020 are; 1. Proposal Amount Project #1 – Krosno Creek at Morden Lane $106,766.95 Project #2 – Krosno Creek at Reytan Blvd. 35,546.02 Project #3 – Krosno Creek at Alyssum Street (including Sandy Beach Road) $120,406.45 Subtotal 262,719.42 HST (13%) 34,153.52 Total $296,872.94 2.Estimated Project Costing Summary Proposal Submitted by Enbridge Gas Inc. $262,720.00 Project Contingency (10%) 26,272.00 Subtotal – Costs $288,992.00 HST (13%) 37,569.00 Total Gross Project Cost $326,561.00 HST Rebate (11.24%) (32,483.00) Total Net Project Cost $294,078.00 3.Approved Source of Funds – Development Projects Capital Budget As part of the 2019 Development Projects (DC Funded) Capital Budget, funds for the Krosno Creek – Culvert Replacements and Erosion Control Construction were approved in the amount of - 80 - ENG 08-21 April 6, 2021 Subject: Krosno Creek Culvert Replacements – Gas Main Relocations Morden Lane, Reytan Boulevard, and Alyssum Street (including Sandy Beach Road) Page 3 $4,800,000.00 in account 5321.1910.6253. The project is funded by DC’s City Share (52 per cent) and DC Stormwater Management (48 per cent). The cost for the gas main relocations will be funded from this account. The balance will be used for the future culvert replacement tender. Discussion: The City of Pickering retained the services of The Municipal Infrastructure Group (TMIG) for the Krosno Creek Flood Reduction Study which was completed in February 2015. The study determined that the preferred solution to mitigate flooding, and ongoing erosion concerns along the creek, is to replace the existing culverts at Morden Lane, Reytan Boulevard and Alyssum Street with larger culverts. Detailed design was completed by TMIG in the spring of 2019. Through the detailed design process, it was determined that gas main relocations are required to create the necessary space for construction of the proposed concrete box culverts. The proposed gas main relocation requirements include; •Morden Lane – installation of a new gas main, 4” steel intermediate pressure (90m) pipe. The existing 4” gas main (south side) is to be abandoned; •Reytan Boulevard – installation of a new gas main, 2” plastic intermediate pressure (19m) pipe and one existing service to be relayed. The two existing 2” gas mains (north and south sides) are to be abandoned; and; •Alyssum Street (including Sandy Beach Road) – installation of a new gas main, 4” steel high pressure gas main along the east side of Sandy Beach Road, reconnecting two existing commercial services. Part of the existing 4” gas main on Alyssum Street is to be abandoned. Enbridge Gas Inc. has provided cost proposals for the three proposed gas main relocation sites. The cost proposals provided are governed under the Municipal Franchise Agreement for Cost Sharing with Enbridge Gas Inc. The City’s apportioned cost is 35 per cent of the total project cost, while 65 per cent is the responsibility of Enbridge Gas Inc.. The total estimate for the City’s portion is $296,872.94 (HST included). Engineering Services staff have reviewed the cost proposals and plans submitted by Enbridge Gas Inc. and recommend acceptance of the cost proposals from Enbridge Gas Inc. in the amount of $296,872.94 (HST included), and recommend a total net project cost of $294,078.00 (net of HST rebate) be approved. Attachment: 1.Location map - 81 - ENG 08-21 April 6, 2021 Subject: Krosno Creek Culvert Replacements – Gas Main Relocations Morden Lane, Reytan Boulevard, and Alyssum Street (including Sandy Beach Road) Page 4 Prepared By: Approved/Endorsed By: Scott Booker Richard Holborn, P.Eng. Manager, Capital Projects & Infrastructure Director, Engineering Services Caryn Kong, CPA, CGA Stan Karwowski, MBA, CPA, CMA Senior Financial Analyst – Capital & Debt Director, Finance & Treasurer Management Original signed by:Original signed by: Original signed by:Original signed by: Original signed by: SB:mjh Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer - 82 - R U'"ff ,cE:N RRlD51IOAN ----( 6 /A----( \,_ i c0<'P... �I�f:I SUBJECT�L, G�cH � ,ci-if:L-pLJBI..J C AREAS Engineering Services Department Location Map Gas Main Relocations SCALE: DAlE: N.T.S. March 16 /2021 Attachment #1 to Report # ENG 08-21 - 83 - P, s PJCK RJNG Report to Executive Committee Report Number: LEG 07-21 Date: April 6, 2021 From: Paul Bigioni Director, Corporate Services & City Solicitor Subject: Property Standards By-law - File: L-2100-004-19 Recommendation: 1. That Report LEG 07-21 regarding the attached Property Standards By-law be received; 2. That Corporate Services staff be directed to work with Corporate Communications staff to conduct a public consultation campaign, to include social media, to seek public and stakeholder input regarding the attached Property Standards By-law; 3. That the Property Standards By-law be presented to Council after completion of the public consultation campaign; and 4. That appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this Report. Executive Summary: Staff have drafted a new Property Standards By-law as set out in Attachment No. 1. The existing Property Standards By-law 5934-02 was enacted in 2002. Since the City has grown significantly since then, it is now appropriate to revise and update the existing by-law to address issues and enforcement challenges that have arisen since 2002. Financial Implications: Apart from additional inspection and appeal fees added to the draft By- law, there are no financial implications arising from this Report. Discussion: The Property Standards By-law is governed by sections 15.1 through 15.8 of the Building Code Act (Ontario). It establishes standards for the maintenance and occupancy of properties, and requires properties to conform to those standards. The By-law establishes a Property Standards Committee to hear appeals from property owners and occupants who have received orders to comply with the By-law. The By-law, and the Building Code Act, also empowers the City’s property standards officers to inspect properties and issue orders to enforce property standards. The City’s existing Property Standards By-law was enacted in 2002. Since then, the City has grown significantly. Taking into account lessons learned and experiences since 2002, staff have prepared a new draft By-law for Council’s consideration. The draft By-law is Attachment No. 1 to this Report. - 84 - -Cd:fof- p](KERJNG LEG 07-21 April 6, 2021 Subject: Property Standards By-law Page 2 Highlights of some of the changes introduced in the new By-law are as follows: 1. Updated and additional definitions including: ground cover, natural garden, accessory building or structure, heritage properties, nuisance, refuse and waste materials. 2. Discretion to determine if an issue is minor and will not be addressed. 3. Heritage property maintenance and standards have been added. 4. Additional requirements for vacant properties including securing, maintaining and monitoring the structure for security and damage. 5. Demolition site standards and safety requirements including the ability to require that a building be demolished for failure to maintain it while vacant. 6. Ability to require construction or demolition of a building or structure if no work has progressed within a year. Provides the Chief Building Official the ability to provide evidence to support the lack of progress. 7. Requirement to maintain walkway, plantings, fences, and similar items when required to be installed by site plan. 8. Clarification to ground cover standards, stating that ground cover can be a brick, stone, grass, wood chips or other forms of landscaping. 9. Requirement for tree maintenance in the case of a decaying or damaged tree and allowing a certified arborist to identify a hazard for immediate action. The existing obligation to remove dead trees remains in the By-law. 10. Compost heap restrictions and requirements. Containment and placement requirements. 11. Retaining wall maintenance requirements and standards. 12. Waste container storage and maintenance requirements for residential and commercial properties, including screening requirements. 13. Maintenance of swimming pools and associated equipment. The ability to require an above ground pool be removed and an in ground pool be filled in. 14. Maintenance standards for pools and hot tubs (including pumps and heaters), heat pumps, generators and air conditioning units, including noise limits. 15. Exterior lighting restrictions related to the intentional aiming of lights directly into a dwelling. 16. Additional storm water and drainage restrictions. 17. Requirement for the leveling of fill unless on an active construction site. - 85 - LEG 07-21 April 6, 2021 Subject: Property Standards By-law Page 3 18.Additional standards for rental buildings and units, including underground garages, egress, elevators, common areas, balconies, appliances and other issues. 19.Rental unit heating requirements consistent with the Residential Tenancies Act. 20.Ventilation standards for residential and commercial properties. 21.Ability to order an Electrical Safety Association inspection and order repairs per the ESA report. 22.Requirements for properly securing doors and windows with locks, in compliance with Ontario Building Code and Fire Code. 23.Additional screening and fencing for vehicle storage lots. 24.Fees established for appealing an Order and for follow up inspections, once an Order becomes final and binding. 25.Fees established for removal of an Order from title and fees to obtain a Certificate of Compliance. 26.Offence for obstruction of an Officer and clarification of powers and authorities under the By-law. The Property Standards By-law impacts the rights and responsibilities of all landowners in the City. It is therefore appropriate that the draft By-law be posted on the City’s website, and that staff consult with the public and all stakeholders who have comments or questions about it. At this time, direction is sought to conduct a public consultation to the draft By-law before bringing it back in its final form to Council for enactment. The public consultation process can be completed within two months. Attachments: 1.Draft Property Standards By-law. Prepared/Endorsed By: Paul Bigioni Director, Corporate Services & City Solicitor PB:ks Original Signed By: - 86 - LEG 07-21 April 6, 2021 Subject: Property Standards By-law Page 4 Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Interim Chief Administrative Officer Original Signed By: - 87 - Attachment #1 to Report #LEG 07-21 The Corporation of the City of Pickering Property Standards By-Law By-Law No. /21 Being a by-law for prescribing standards for the maintenance and occupancy of property within the City of Pickering and for prohibiting the occupancy or use of such property that does not conform with the standards contained herein. Whereas Section 15.1(3) of the Building Code Act, 1992, S.O., 1992, c.23, as amended, authorizes the Council of a municipality to pass a by-law prescribing standards for the maintenance and occupancy of property within the municipality; And Whereas the Council of the City of Pickering is desirous of repealing By-law Number 5943/02 and to enact a by-law to prescribe standards for the maintenance and occupancy of property within the City of Pickering; And Whereas under Sections 35.3(1) and 45.1(1) of the Ontario Heritage Act, R.S.O. 1990, c.O.18, as amended, a by-law may be passed by the Council of a municipality prescribing the minimum standards for the maintenance of the heritage attributes of designated heritage properties within the municipality, and requiring that designated heritage properties that do not comply with those standards be repaired and maintained to conform with those standards; Now therefore the Council of The Corporation of the City of Pickering hereby enacts as follows: 1.Short Title This By-law may be cited as the "Property Standards By-law". 2.Definitions In this By-law: a)“Accessory Building or Structure” means any Building or Structure which is separate from or attached to the main Building on the Property on which both are located and the use of which is an accessory to that of the said main Building or Property and shall include swimming pools, private greenhouses, decks, garden structures, patio shelters and carports. b)“Basement” means that portion of a Building that is partly below grade, which has half or more of its height, measured from floor to ceiling above the average exterior finished grade. c) “Bathroom” means a room containing a bathtub or shower with or without a toilet and washbasin. d)“Building” means any Structure used or intended to be used for supporting, enclosing or sheltering any Person, animal, good, equipment, based on its use or occupancy; e)“By-law” means this By-law, as amended from time to time, including any preamble and any schedules forming part of this By-law. f)“Certificate of Compliance” means a written opinion of Property compliance with the Standards contained in this By-law issued under the Ontario Building Code. - 88 - 2 g) “Committee” means the Property Review Committee established pursuant to the Building Code Act and this By-law. h) “City” means The Corporation of the City of Pickering or the geographical area of the City of Pickering, as the context requires. i) “Council” means the Council of The Corporation of the City of Pickering. j) “Dilapidated” means in a state of disrepair or ruin as a result of age or neglect. k) “Dwelling” means a Building or Structure, or part of a Building or Structure, occupied or capable of being occupied, in whole or in part, for the purpose of human habitation, and includes a Building that would be used, or would be intended to be used for such purposes except for its state of disrepair, and shall include every Building on a residential Property other than an Accessory Building. l) “Dwelling Unit” means one or more Habitable Rooms, designed, occupied or capable of being occupied for the purpose of human habitation. m) “Driveway” means the defined area providing access for vehicles from a public or private street or a lane to a parking area, parking lot, loading space, private garage, carport, Building or Structure. n) “Good Repair” means good working order, capable of being used for the purpose designed for, and maintained in such a condition so as to be free from any danger or hazard and not unsightly by reason of deterioration, damage or defacement. o) “Ground Cover” means organic or non-organic material applied to prevent the erosion of the soil, e.g., concrete, flagstone, gravel, asphalt, grass, woodchips, clover or other forms of landscaping. p) “Guard” means a barrier around openings in floors or at the open sides of stairs, landings, balconies, mezzanines, galleries, raised walkways or other locations designed to attempt to prevent accidental falls from one level to another. q) “Habitable Room” means any room in a Dwelling used, designed to be used, or capable of being used for living, sleeping, cooking or eating purposes. r) “Hard Surface” means asphalt, concrete, or compacted crushed stone or gravel, granular material or aggregate with an asphaltic or cement binder, or any other permanent type of surfacing which prevents the raising of dust or loose particles. s) “Heritage Approval” means an approval issued by the City related to alteration work on Heritage Property in accordance with the Ontario Heritage Act. t) “Heritage Attribute” means an attribute of the Property that contributes to its cultural heritage value or interest and that is defined, described or that can be reasonably inferred: (i) in a by-law designating a Property passed under Section 29 of the Ontario Heritage Act; (ii) in a Minister’s order made pursuant to Section 34.5 of the Ontario Heritage Act; - 89 - 3 (iii) in a by-law designating a heritage conservation district passed under Section 41 of the Ontario Heritage Act; or (iv) in the supporting documentation required for a by-law designating a heritage conservation district, including, but not limited to, a heritage conservation district plan, assessment or inventory, and identified as a Heritage Attribute, value, reason for designation or otherwise. Heritage Attribute also includes the elements, features or Building components, including roofs, walls, floors, retaining walls, foundations and independent interior Structures and structural systems that hold up, support or protect the Heritage Attribute and without which the Heritage Attributes may be at risk. u) “Heritage Property” means Property, including all Buildings, Structures and features thereon; (i) that has been designated by the City under Section 29 of the Ontario Heritage Act, or that has been designated by the Minister under Section 34.5 of the Ontario Heritage Act; or (ii) that is located within a heritage conservation district which has been designated by the City under Section 41 of the Ontario Heritage Act. v) “Inoperable Vehicle” means a Vehicle that is not in Good Repair and incapable of being operated on a road. It includes a Vehicle that does not display a valid Vehicle permit licence plate issued under the Highway Traffic Act, R.S.O. 1990, c.H8, as amended. w) “Means of Egress” includes exits and access to exits and means a continuous path of travel provided for the escape of Persons from any point in a Building or in a contained open space to: (i) a separate Building; (ii) an open public thoroughfare; or (iii) an exterior open space protected from fire exposure from the Building and that has access to an open public thoroughfare. x) “Natural Garden” means a defined area of vegetation that has been deliberately planted or cultivated with species of wildflowers, shrubs, perennials, ornamental grasses or combinations of them, consistent with a managed and natural landscape, and includes green roofs. y) “Non-Habitable Room” means any room in a Dwelling other than a Habitable Room, and includes, but is not limited to, a bathroom, laundry, pantry, lobby, elevator, closet, boiler room, crawlspace, attic, or other space for service and maintenance of the Dwelling Unit. z) “Noxious Weed” means any weed classed as noxious by the Weed Control Act, R.S.O. 1990, c. W.5, as amended. aa) “Nuisance” means a condition or use of a Property which causes or is likely to cause: a) a health, accident, fire or similar hazard; or b) an appearance or use that is out of keeping with or detracts from the appearance or enjoyment of neighbouring properties. - 90 - 4 bb) “Occupant” means any Person or Persons over the age of 18 years in possession, care or control of the Property. cc) Officer” means an enforcement officer who is employed by the City to enforce the provisions of the City’s By-laws. dd) “Order” means an order issued by an Officer to a Person under this By-law requiring such Person to perform work to correct a contravention of this By-law. ee) “Owner” means the registered owner of the Property. ff) “Parking Garage” means a Structure or part thereof used, designed, and constructed for the storage or parking of more than five (5) Vehicles and which contains no provision for repair, or servicing of such Vehicles gg) “Person” means an individual, association, firm, partnership, corporation, trust, incorporated company, corporation created under the Condominium Act, 1998, S.O. 1998, c.19, as amended, organization, trustee or agent, and the heirs, executors or other legal representatives of a Person to whom the context can apply according to law. hh) “Plumbing Fixture” means a receptacle or equipment that receives or collects water, liquids or Sewage and discharges water, liquid or Sewage directly or indirectly to a drainage system. ii) “Property” means a Building or Structure or part of a Building or Structure, and includes the lands, yards and premises appurtenant thereto and all mobile homes, mobile buildings, mobile structures, outbuildings, swimming pools, and erections thereon whether heretofore or hereafter erected, and includes vacant property and designated Heritage Property. jj) “Refuse” includes garbage or rubbish of any kind and, without limiting the generality of the foregoing, includes a Vehicle that appears by reason of its appearance, mechanical condition or lack of current licence plates to be inoperative, inoperative mechanical equipment, automotive and mechanical parts, appliances, furnaces, heater or fuel tanks, disused furniture, table waste, paper, cartons, crockery, glassware, cans, garden refuse, earth or rock fill, old or decayed lumber, material from construction or demolition projects, and old clothing. kk) “Repair” or “Repaired” includes the making of additions or alterations or the taking of such action as may be required so that the Property conforms to the Standards established in this By-law. ll) “Sewage” means grey water, any liquid waste containing human, vegetable, or mineral matter, waste that is in suspension whether domestic or industrial or any other waste whether in suspension or precipitated, but does not include roof water or storm run-off. mm) “Standards” means the standards of maintenance, physical condition and occupancy prescribed for Property in this By-law. nn) “Structure” means anything that is erected, built or constructed of parts joined together and attached or fixed permanently to the ground or any other structure. oo) “Structurally Sound” means construction capable of withstanding the forces acting thereon when the Building or Structure is loaded in accordance with the - 91 - 5 provisions of the Ontario Building Code and having a factor of safety equivalent to that required by the Ontario Building Code. pp) “Unoccupied Building” means any Building or Structure which is or appears, at the discretion of an Officer, to be abandoned, vacant, partially vacant, or unoccupied. qq) “Unsafe Condition” means any condition that is likely to cause risk to the life, limb or health of any Person on or about the Property. rr) “Vehicle” includes a motor vehicle, trailer, boat, motorized snow vehicle, or any other mechanical power driven equipment. ss) “Waste Material” means any garbage, Refuse, rubbish, debris, litter, or waste, which includes any article, thing, matter or effluent that appears to have been cast aside, discarded or abandoned, or that is or appears to be worthless, useless or of no practical value, or that is or appears to be expended, worn out, or used up, in whole or in part, and without limiting the generality of the foregoing, includes: (i) refrigerators, freezers or other appliances; (ii) furnaces, furnace parts, pipes, fittings to pipes, water or fuel tanks, or any part thereof; (iii) Inoperable Vehicles, Vehicle parts and accessories; (iv) paper, cartons; (v) furniture; (vi) crockery; (vii) Sewage; (viii) salvage materials; (ix) piping, tubing, conduits, cable and fittings or other accessories, or adjuncts to the piping, tubing, conduits or cable; (x) containers of any size, any type or any composition; (xi) material resulting from, or as part of, construction or demolition projects; (xii) rubble, inert fill; yard waste, wood, branches and logs (xiii) bones, feathers or hides; and (xiv) metal. 3. Scope This By-law shall apply to all Property in the City save and except Property owned by the City, a local school board, or the Regional Municipality of Durham and any other upper tier Municipality. - 92 - 6 4. Interpretation When reading and interpreting this By-law: (a) unless otherwise specified, references in this By-law to parts, sections, subsections, clauses and schedules are references to parts, sections, subsections, clauses and schedules in this By-law; (b) references in this By-law to any statute or statutory provision include references to that statute or statutory provision as it may from time to time be amended, extended or re-enacted; (c) this By-law shall be read with all changes in gender or number as the context requires; (d) references in this By-law to items in the plural include the singular, and references to the singular include the plural, as applicable; and (e) the words “include”, “includes” or “including” are not to be read or interpreted as limiting the words, phrases or descriptions that follow them. 5. Severability Each and every one of the provisions of this By-law is severable and if any provision of this By-law should, for any reason, be declared invalid by any court, it is the intention and desire of this Council that each and every one of the remaining provisions hereof shall remain in full force and effect. 6. Owner’s Expense Every provision of this By-law by which an Owner is obligated in any way, shall be deemed to include the words “at the expense of the Owner and at no expense to the City” unless the context requires otherwise. 7. Conflict The provisions of this By-law and of the Building Code Act and the Ontario Building Code apply to all Property within the City, and any amendments to the Building Code Act or the Ontario Building Code apply to this By-law, which is written pursuant to the provisions in that legislation. 8. Compliance with Other Laws Where a provision of this By-law conflicts with a provision of any other By-law, statute or regulation in force, the provision that establishes the higher standard to protect the health, safety and welfare of the general public shall be applicable. 9.. General Maintenance, Repair and Occupancy Standards for all Properties (a) No person, being the Owner or Occupant of a Property, shall fail to maintain the Property in conformity with the Standards required in this By- law. (b) No person, being the Owner or Occupant of a Property, shall use, occupy, or allow, acquiesce or permit the use or occupation of the Property, unless such Property conforms to the Standards prescribed in this By-law. - 93 - 7 (c) The Owner of any Property which does not conform to the Standards in this By-law shall Repair and maintain the Property to conform to the Standards or shall clear the Property of all Buildings, Structures, Refuse or Waste Material and shall leave the Property in a graded and levelled condition. (d) Notwithstanding Section 9(c), in the case of Buildings and Structures located on Heritage Properties, no Owner shall alter, demolish or relocate the Heritage Property or Heritage Attributes, if the alteration, demolition or relocation is likely to affect the Property’s Heritage Attributes, unless the Owner has obtained a building permit with Heritage Approval or other form of written consent from the City in accordance with the Ontario Heritage Act. (e) In the case of a Heritage Property, alternative measures to those prescribed in this By-law may be considered when the By-law requirements may be impractical and detrimental to the preservation of any Heritage Attributes. Said alternative measures shall be approved by the City. (f) No Person to whom an Order is issued pursuant to this By-law, shall fail to comply with the Order. (g) No Owner of any Property, having received an Order to demolish respecting a Property pursuant to this By-law, shall fail to comply with the Order. (h) This By-law does not apply to matters, which, in the opinion of the City, are minor in nature. (i) Where, in the opinion of an Officer, there has been no substantial progress on the construction or demolition of a Building, Structure, or portion thereof for a period of more than one (1) year, such Building, Structure, or portion thereof shall be: (a) demolished in accordance with all applicable statues, regulations and by-laws, or: (b) completed within a reasonable time as specified by the Officer, in accordance with applicable statutes, regulations and by-laws, including this By-law. (c) A statement certified by the Chief Building Official or an Officer that a permit issued under the Building Code Act was revoked under clause 8(10)(c) of the Building Code Act is receivable in evidence as proof, in the absence of evidence to the contrary, that there has been no substantial progress on the construction or demolition of the Building, Structure, or portion thereof that was the subject of the permit, for a period of more than one (1) year. (j) Whenever landscaping, parking areas, walkways, steps, hedges, trees, fences, curbs, or similar changes to Property have been required by the City as a condition of development or redevelopment, and are listed on the most current site plan filed and approved by the City, such works shall be undertaken and maintained so as to ensure continuous compliance with the City site plan requirements. - 94 - 8 (k) This By-law does not apply so as to prevent a farm from carrying out a normal farm practice as provided for and defined under the Farming and Food Production Protection Act, 1998, S.O. 1998, c. 1, as amended. 10. Work Standards All Repairs and maintenance of Property required by the provisions of this By-law shall be carried out in a manner accepted as the applicable standard of good workmanship in the trades concerned and with materials suitable and sufficient for the purpose intended and carried out in accordance with the industry specifications and requirements. This includes a requirement for materials to be reasonably compatible in design and colour with adjoining decorative finishing materials. Exterior Standards Maintenance of Property 11. (a) All Properties shall be kept clean and free of Refuse and W aste Material, and free from objects or conditions that may create an Unsafe Condition. (b) All properties shall be kept free of any conditions which may directly or indirectly cause damage to any Municipal or Regional infrastructure. 12. All Properties shall be free of Dilapidated or collapsed Structures. 13. All Properties shall be kept clean and free from termites, wood eating insects, rodents, vermin and other pests and any condition which might result in the harbouring of such pests. 14. All Properties, except those used in connection with active agricultural operations, shall be protected by Ground Cover which prevents erosion of the soil. 15. Plants, vegetation and grass shall be kept trimmed or maintained so as not to become a Nuisance. Heavy undergrowth and Noxious W eeds shall be controlled. 16. Hedges, trees or other plantings shall be maintained in a living condition, and shall be removed within a reasonable time after their death. 17. A tree that is dead, or part of a tree that is dead, or in a decayed or damaged condition and has been identified by a qualified arborist as a potential hazard to Persons or Property shall be removed as soon as possible. 18. Residential Properties may have a maximum of two compost heaps, located in the rear yard, setback a minimum of 1m from the Property line, and not exceeding 1 square metre in area, no higher than 1 .2 metres and kept on a Property in an enclosed structure of concrete blocks, lumber, metal or a commercial plastic compost container which does not allow offensive odours to effect the surrounding neighbourhood or attract rodents, vermin, pests or other animals to the Property. Accessory Buildings and Structures 19. An Accessory Building or Structure shall be maintained in Good Repair and free from objects or conditions that may create an Unsafe Condition. - 95 - 9 Craneways, Gantries, Lightning Arrestors, Television and Radio Antennae and Structures of Similar Character 20. Craneways, gantries, lightning arrestors, television and radio antennae, masts and structures of similar character shall be kept in Good Repair and free from objects or conditions that may create an Unsafe Condition. Retaining Walls 21. All retaining walls, screen walls and ornamental walls shall be constructed of durable material and shall be maintained in Good Repair and Structurally Sound condition. Wells, Cisterns, Cesspools, or Excavations 22. a) Abandoned or unused wells, cisterns, cesspools, and every excavation, hole, trench, or ditch that presents a hazard to the health or safety of any Person, shall be filled with fill material suitable for the purposes of eliminating the hazard and made level with the surrounding grade, or if in active use, secured by fencing and identified with warning signs until the use has ceased, whereupon it shall be sealed or secured as required.. b) All wells shall be capped with a structurally secure material such as concrete or similar material and shall be maintained in Good Repair. Parking, Walkways and Driveways 23. All Hard Surfaced walkways, parking areas, Driveways or laneways shall be evenly graded and maintained to prevent holes, deep ruts, ponding, an unsightly appearance and allow safe passage under normal use and weather conditions. Garbage Receptacles 24. Commercial, industrial, institutional and multi-residential Properties with external garbage and recycling storage areas, including areas located within a Building, shall be enclosed by a Refuse enclosure approved by the City, as required per site plan 25. Every Owner shall provide and maintain sufficient garbage receptacles to contain all garbage, Refuse, recyclable materials and waste that may accumulate on the Property between regular collection days and must store receptacles in a side yard, rear yard, or in an enclosed structure. 26. Garbage Receptacles shall be made of metal or plastic or other material of water tight construction, provided with a tight fitting cover, maintained in Good Repair and shall be kept closed, or emptied rinsed and cleaned when not in use to prevent the escape of offensive odours. 26. Garbage and rubbish shall not be allowed to accumulate and shall be removed or made available for removal in accordance with applicable waste collection by- laws. 27. Where commercial, industrial, or residential on-site garbage containers are visible from a public street or land, or residential Properties, the areas shall be screened from public view. 28. Plastic garbage bags shall not be stored outdoors, except in accordance with the placement of Refuse in plastic bags for collection at the curbside during the times and days permitted in the applicable waste collection by-law. - 96 - 10 Swimming Pools 29. All swimming pools, above ground and inground, wading pools, and artificial ponds, and any equipment, accessories or parts thereof, shall be maintained in Good Repair, free from leaks, mechanical or structural issues, or any other defects. 30. Derelict or abandoned swimming pools (whether aboveground or inground) shall be drained and removed or filled and the Property left in a graded and leveled condition. Exterior Equipment 31. All exterior equipment, including air conditioning units, pool and hot tub equipment, heat pumps, generators, etc., must be maintained in Good Repair and operate in accordance with product specifications, including noise limits. Exterior Lighting 32. Exterior lighting shall be installed and maintained so as to prevent the light source from being intentionally directed into a Dwelling Unit. 33. All fixtures and connections thereto shall be kept in a state of Good Repair. Vehicles 34. No Vehicle shall be used for the storage of Waste Material, inoperable equipment, materials, appliances, or similar items. 35. No dismantled or wrecked Vehicles, including Inoperable Vehicles, trailers, boats or mechanical equipment shall be parked, stored or left on a Property except within a fully enclosed Building or Structure. Snow Removal 36. All private Property containing multiple occupancy residential Buildings, and all areas of commercial, industrial and institutional Property that the general public has access to shall be maintained as follows: (a) All ramps and access routes leading to garages shall be kept free from ice and snow; (b) Mechanical de-icing equipment for ramps and access routes shall be kept in Good Repair; (c) All walkways, stairways and access routes to and from buildings shall be kept free from ice and snow and hazards at all times; and (d) All exterior parking areas, fire routes, including laneways, shall be kept free from accumulations of ice and snow at all times. Hoarding 37. All hoarding shall be maintained in a Structurally Sound, secure manner, neatly painted or otherwise treated, and kept free of signs and posters unless such signs and posters are authorized by the City. - 97 - 11 Lot Grading and Storm Water 38. Storm water, including storm water discharged from a roof, shall be drained so as to prevent recurrent standing water, erosion, or other damage on the Property or an adjoining Property. 39. Discharge from a sump pump or an air conditioner shall not be permitted to discharge on adjoining Property, a sidewalk, road allowance or stairway. 40. No fill shall be allowed to remain in an unleveled state on any Property for longer than 30 days, unless the property is an active construction site for which a building permit is in effect. Building Exterior Structural Capacity 41. Every part of a Property, Building or Structure, shall be maintained in Good Repair and Structurally Sound condition, so as to be capable of sustaining its own weight, and any additional load to which it may normally be subjected, and to prevent the entry of moisture that would contribute to damage, fungus growth, decay or deterioration. 42. Materials forming part of a Building or Structure, which show damage or evidence of decay or other deterioration shall be Repaired or replaced. Exteriors 43. All exterior surfaces, including but not limited to, those that have been painted, stained, varnished, or which are comprised of masonry, metal, cladding or stucco, or have other protective finishes, shall be maintained in Good Repair.44. Every unenclosed porch or unenclosed balcony, and every exterior and common area shall be kept free of Refuse and Waste Materials. 45. In the event of fire, storm damage or other disaster, subject to Section 46, measures shall be taken as soon as possible to restore the damaged Building or Structure to a state of Good Repair. 46. In the event the Building or Structure cannot be restored to a state of Good Repair, then the Building or Structure shall be demolished and the land shall be cleared of all remains and left in a graded, level and tidy condition. Roofs and Roof Structures 47. The roof of a Building or Structure shall be kept: a) in Good Repair; b) free from any Unsafe Condition; and c) free from hazardous accumulations of ice and snow. 48. The following shall be kept in Good Repair and free from any Unsafe Condition: a) roof decks, soffits, fascia and related Guards; b) every eavestrough, roof gutter and downpipe; c) chimneys, smoke or vent stacks; and d) other roof Structures. Exterior Walls, Columns and Beams 49. The exterior wall of a Building or Structure shall be kept: a) in Good Repair; and - 98 - 12 b) free from any Unsafe Condition. 50. Exterior columns, beams and decorative trim shall be maintained: a) in Good Repair; and b) free from any Unsafe Condition. Exterior Doors, Windows and Other Openings 51. Rotted or damaged doors, door frames, window frames, weather-stripping, sashes and casing, trim, broken glass and missing or defective door and window screens or hardware shall be Repaired or replaced. 52. Exterior windows, shutters, doors, skylights, hatchways and all other exterior openings in a Building or Structure shall be kept in Good Repair and free from any Unsafe Condition. Exterior stairs, Verandahs, Porches, Decks, Loading Docks and Balconies 53. Every exterior stair, verandah, porch, canopy, deck, loading dock, balcony and every appurtenance attached thereto, including Guards, railings and supporting structural members, shall be kept in Good Repair and free from any Unsafe Condition. 54. Every exterior stair, verandah, porch, deck, ramp, or balcony shall be kept free of Refuse, Waste Materials, furniture or appliances, except for outdoor furniture on an exterior balcony, verandah, porch or deck. 55. All decks, exterior stairs, verandahs, porches, balconies, loading docks, platforms, or retaining walls where there is a difference in elevation between adjacent levels of 1 metre or more, shall be protected by a Guard, fence or railing in accordance with the Building Code Act. Foundation 56. Every foundation forming a part of a Building or Structure shall be kept in Good Repair so as to prevent settlement detrimental to the safety or the appearance of the Building or Structure and so as to prevent the entrance of moisture, insects or rodents into the Building or Structure. Sewage and Drainage 57. Inadequately treated Sewage shall not be discharged onto the surface of the ground, or into a natural or an artificial drainage system. 58. Rain water downspouts and eavestroughs shall not be discharged directly onto sidewalks, stairs or any adjacent Property. 59. Storm water shall be drained from the Property so as to prevent: a) the collection of stagnant water; and b) its entrance into a basement or cellar. Building Interior Unoccupied Buildings 60. In addition to complying with all other applicable provisions of this By-law, where any Building is an Unoccupied Building, the owner shall protect the Building against the risk of fire, storm, neglect, intentional damage, accident, or other danger/damage by preventing the entrance of the elements, unauthorized - 99 - 13 Persons or the infestation of injurious insects or rodents, to the satisfaction of the Officer. 61. (a) Where a Building remains an Unoccupied Building or vacant, the Owner shall ensure that all utilities servicing the Building are properly disconnected or otherwise secured, to prevent accidental damage to the Building or adjacent Property. (b) Section 61(a) of this By-law does not apply where utilities are necessary for the safety or security of the Building or to protect a Heritage Property or Heritage Attribute. 62. Where the minimum Standards imposed by Section 60 of this By-law have, more than once, failed to exclude unauthorized entry and/or where the Owner’s lack of control, attendance or security measures to protect the Unoccupied Building warrant, in the opinion of the Officer, use of a more secure option, then the Owner shall supply such measures, as may be required by the Officer. 63. Where the Building has been boarded up, the Owner shall ensure that the materials used are covered and maintained with a preservative that is the same colour as the exterior finish of the Building. 64. An Unoccupied Building must be inspected at least every 14 days by the Owner or their agent to ensure compliance with the provisions of this By-law. Underground Parking Garages 65. Underground Parking Garages shall be: (a) kept free from any Unsafe Condition and shall be maintained in Good Repair and in accordance with the requirements of the Ontario Building Code; (b) adequately lighted, with lighting fixtures protected from accidental or malicious damage by the provisions of wire screens or by other suitable means; (c) free from wrecked, discarded or abandoned machinery, boats, Vehicles, trailers or parts thereof; (d) maintained so as to prevent the accumulation of toxic fumes and the escape of toxic fumes into the Building; and (e) provided with clean, clear, unobstructed Means of Egress and readily visible exit signs. Health and Occupancy 66. A Building shall be kept free of rodents and vermin at all times and methods for exterminating rodents or vermin or both shall be in accordance with all applicable legislation, including any City By-laws. 67. Interior floors, ceilings and hallways shall be kept free from dampness by means of floor drains, ventilation or other approved means. 68. Every Habitable Room shall have a minimum ceiling height in accordance with the Ontario Building Code. 69. A Building used for human habitation shall be insulated to minimize heat loss, air filtration, and moisture condensation on interior surfaces of walls, ceilings and floors as required by the Ontario Building Code. - 100 - 14 Demolition 70. No Owner shall permit a Building, Accessory Building, fence or Structure on the Property to be demolished without clearing the site of all foundation, Waste Material, masonry, lumber and other materials and left in a graded and leveled condition ready for ground cover forthwith after demolition. 71. No Owner shall permit any foundation, Waste Material, masonry or lumber to remain on the Property, on which a Building, fence or Structure has been destroyed by fire or demolished. 72. No Person shall demolish, or cause to be demolished, a Building or Structure without taking every precaution to protect adjoining Properties and members of the public. For the purpose of this Section, such precautions shall include, but are not limited to, the erection of fences, barricades, covered walkways for pedestrians and all other means of protection necessary for the purpose. 73. Building permits and other municipal approvals may be required for any demolition. Means of Egress 74. Every Building shall have a Means of Egress so as to provide a safe and direct unobstructed Means of Egress from the interior of such Building to an exit at street or grade level without the necessity of passing through any room(s) occupied by or under the control of any other Person. 75. A Means of Egress as referred to in section 74 shall not pass through an attached garage, a built-in garage, or an enclosed part of any other Building. 76. All safety equipment and lighting relating to exits and Means of Egress shall be kept in Good Repair. 77. Interior and exterior barrier free access equipment for persons with disabilities, where installed or required by the Ontario Building Code or as a condition of development or re-development, shall be maintained in a state of Good Repair, operational and suitable for use by persons with disabilities. 78. Exterior stairs and fire escapes shall be maintained in a state of Good Repair and kept free of ice, snow and debris. Stairs, Porches and Landings 79. Every inside stair and every appurtenance to it shall be Structurally Sound and kept in Good Repair. Elevators 80. Elevating devices in a Building, including all parts, lighting fixtures, lamps, elevator buttons, floor indicators and ventilation fans shall be maintained in Good Repair and operational. 81. All elevating devices, including elevators, dumb-waiters, hoists, escalators, incline lifts and other elevating devices, shall be installed and maintained in Good Repair, and in compliance with all applicable regulations. Interior Surfaces including Walls, Floors and Ceilings 82. Exposed interior surfaces shall be kept: a) in Good Repair; - 101 - 15 b) clean, for normal use or occupancy of the room, passageway, enclosure or space; 83. Repairs made to the interior walls, floors and ceiling of a Dwelling shall be completed in a manner consistent with construction industry standards and each Repair is finished to match the existing wall, floor or ceiling. 84. Common areas of Buildings shall be maintained in Good Repair and kept free of health, fire and accident hazards and defacement. Doors, Windows and Skylights 85. Interior windows, skylights, doors and door frames and all related hardware shall be kept in Good Repair. 86. Interior doors and door frames, including automatic door closures and all necessary hardware shall be maintained in Good Repair to ensure the proper operation and integrity of the door and the door shall be a proper fit in its frame. 87. Doors connecting Dwelling Units to the exterior or to an entrance or exit shared in common with other Dwelling Units shall have locking devices and other necessary hardware installed and maintained in Good Repair. Access doors shall afford the Occupants of the Dwelling Units with a reasonable degree of privacy and safety and prevent the entry of drafts into the Dwelling Unit. 88. In the common area of a multi-unit Dwelling, missing, cracked and broken glass in door panels, glass screens, and windows are to be replaced with glass or similar materials that are of equivalent quality to the existing materials. 89. In multi-unit Dwellings, interior glazed doors, windows and other transparent surfaces in those parts of the Building used by the tenants in common are to be kept in a reasonably clean condition. 90. In multi-unit Dwellings, every window (or any part thereof) that is located 2 metres or more above the finished grade of land upon which it faces, that is capable of being opened and does not lead to a balcony, shall be equipped with a safety device capable of controlling the free swinging or sliding of an openable part of a window so as to limit any clear unobstructed opening to no more than 10 cm measured either vertically or horizontally where the other dimension is greater than 38 cm. 91. All openable windows and exterior doors shall be provided with the means of being latched or secured from within. 92. All windows in a Dwelling Unit that can be (or are required to be) openable shall be provided with screening to effectively prevent the entry of insects. Lighting 93. Adequate lighting fixtures shall be installed and maintained in all areas so that activities normally carried out in such areas can be undertaken in safety. 94. Artificial lighting shall be provided and kept in Good Repair in every stairway, exterior exit and entrance doorway, kitchen, basement, laundry room, utility room, hall and passageway, in every room in which Plumbing Fixtures are installed, and in every furnace room and boiler room. - 102 - 16 Heating Systems 95. It is the responsibility of the Owner that all heating and mechanical systems, and their components are installed, operational and maintained in Good Repair, unless stated in a lease document. 96. Only heating equipment approved for use by a recognized standards and testing authority shall be provided in a room used or intended for use for sleeping purposes. 97. Every Dwelling Unit shall have heating equipment capable of maintaining a temperature of 20 degrees Celsius or in accordance with the Residential Tenancies Act, 2006, S.O. 2006, c. 17, as amended. 98. No rental residential Dwelling Unit shall be equipped with portable heating equipment as the primary source of heat. 99. A room heater shall be placed so as not to cause any Unsafe Condition. 100. Fireplaces and similar installations used or intended to be used for burning fuels in open fire shall be connected to an approved chimney and shall be installed so that adjacent combustible materials and any structural supports shall not be heated so as to cause any Unsafe Condition. 101. Fuel burning appliances shall: a) comply with all standards set out in the Ontario Building Code, Ontario Fire Code, Technical Standards and Safety Act, 2000, S.O. 2000, c. 16, as amended, and any other applicable legislation; b) have ample air supply to permit combustion to occur; c) be located in such a manner as to prevent impediment to the free movement of Persons and the overheating of adjacent materials and equipment; and d) be provided with Guards where necessary to minimize risk of accidents and fire hazards. 102. Where a heating system, heating equipment or any auxiliary heating units burn solid or liquid fuel, a place or receptacle adequate for the storage of such fuel shall be provided and maintained in an authorized location and shall be constructed and kept free of any Unsafe Condition. 103. An appliance that burns fuel shall be effectively vented to the outside air by means of a chimney, a flue, vent pipe or as otherwise may be permitted by the Ontario Building Code, except that such venting is not required for appliances that are designed, constructed and used so as not to require venting. 104. All connections between: a) heating equipment; or b) cooking equipment that burns or is designed or intended to burn liquid or gaseous fuel, and c) the source of liquid or gaseous fuel shall be kept in Good Repair. 105. Every Dwelling Unit shall be constructed and protected so as to prevent the passage of smoke, fumes and gases from that part of the Dwelling that is not used, designed or intended to be used for human habitation into other parts of the Dwelling in conformance with the requirements of the Building Code Act and its regulations. - 103 - 17 106. Every chimney, smoke pipe and vent shall be installed and maintained in Good Repair so as to prevent the escape of smoke or gases into the Dwelling and it shall be kept clear of obstructions, without open joints and broken or loose masonry. Electrical Systems 107. The capacity of the connection to the Building and the system of circuits distributing the electrical supply within the Building shall be adequate for the use and intended use and shall be in compliance with all applicable legislation and regulations. 108. Electrical wiring, cords, circuits, fuses, circuit breakers, electrical equipment and electrical heating systems shall be installed and kept in Good Repair and free from any Unsafe Condition .Extension cords shall not be used on a permanent basis. 109. At the discretion of the Officer, a Building or Structure may be subject to a general inspection by the Electrical Safety Authority and inspection fees shall be paid by the Owner. Furthermore, at the discretion of the Officer, a Certificate of Inspection from the Electrical Safety Authority shall be provided to the Officer in order to confirm that works and Repairs have been completed per the Electrical Safety Code and/or any other relevant legislation. Water Supply 110. Every Building shall be provided with an adequate supply of potable water from a source approved by the Medical Officer of Health, in accordance with the appropriate provincial legislation applicable to its commercial, industrial, institutional or residential use. 111. Adequate running water shall be supplied to every toilet and sanitary unit. Plumbing and Fixtures 112. All plumbing, Plumbing Fixtures and drainage and sewage disposal systems shall be installed and kept: a) in accordance with the requirements of the Building Code Act and its regulations; b) without cross connections to the potable water supply and to prevent cross contamination. c) protected from freezing; d) provided with an adequate supply of running water; and e) in Good Repair. 113. Toilet rooms shall be located and enclosed so as to provide both accessibility and privacy. 114. Toilet rooms shall be regularly cleaned so as to be maintained in a clean and sanitary condition. 115. Bathrooms and toilet rooms shall be kept in Good Repair and in a sanitary condition. Ventilation 116. Ventilation shall be provided to, and maintained and operated in all rooms and spaces within a Building so as to prevent accumulations of heat, dust, fumes, gases, including carbon monoxide, vapours, and other contaminants which may create a fire, explosion, toxic hazard or Unsafe Condition. - 104 - 18 117. Every Bathroom or toilet room shall be provided with an opening or openings for natural ventilation located in an exterior wall or through moveable parts of the skylights providing a minimum aggregate unobstructed free flow area of 0.3 square metres, provided, however, that an opening for natural ventilation may be omitted where a system of mechanical ventilation has been provided, such as an electric fan with a duct leading to outside the Building which operates continuously or is activated by the light switch for the Bathroom or toilet room, or by other approved means. 118. Where an aperture such as a window, skylight or louvre is used for ventilation, the aperture shall be maintained so as to be easily opened, kept open or closed. 119. Every attic, Basement, cellar and unheated crawl space shall be adequately vented to the outside air. These areas shall be deemed to be adequately vented when in a Basement or cellar, windows which can be opened or screened openings are provided. 120. Every mechanical ventilation system or air conditioning shall be cleaned regularly and maintained in Good Repair. 121. Air conditioning shall be equipped with adequate devices to prohibit condensation drainage onto entranceways, sidewalks or pathways. 122. Where a ventilation system is installed, it shall be maintained so as to prevent, in an emergency, the rapid spread of heat, flame or smoke through the system. 123. Air for ventilation purposes shall be taken from the exterior of the Building or shall be quality controlled. 124. When an exterior opening is used or required for ventilation or illumination and is not required to be protected by a door, window or similar closure, it shall be protected with: a) mesh screening, metal grills, or other equivalent durable rust proof material, or b) other protection so as to effectively prevent the entry of rodents, large insects or vermin. 125. Air intake openings shall be located so as to minimize the possibility of fire, smoke, fumes or foreign matter being drawn into the Building and shall provide air from an uncontaminated source. 126. Exhaust openings shall be located so that the exhaust air will not create an Unsafe Condition. 127. Exhaust air, the contents of which may contain odours, fumes or vapours, shall not be circulated to other occupied spaces within a Building or Accessory Building. 128. Within a multi-unit Dwelling, every laundry room, garbage room, corridor, boiler room, storage garage and all common areas of a Building shall be adequately ventilated by mechanical or natural means. Residential Properties - Additional Standards Maintenance of Yards 129. Any Vehicles, including a trailer or boat, or mechanical equipment, which is in a wrecked, discarded, dismantled or abandoned condition shall not be parked, stored or left in a yard of a Property. - 105 - 19 130. There shall be a surfaced pedestrian walkway leading from every Building to the street. A surfaced Driveway in excess of 2.5 metres in width may form part of the walkway. Egress 131. Every Dwelling Unit shall have direct primary and secondary access to a safe, continuous and unobstructed exit from the interior of the Building to its exterior at street or grade level. 132. The direct access referred to in section 131 shall not pass through any other Dwelling Unit. 133. All doors located along the access route referred to in section 131 shall be constructed so as to be readily opened, without the use of a key, in the direction of exit travel. Plumbing Fixtures 134. Every Dwelling Unit shall contain Plumbing Fixtures consisting of at least: a) a toilet; b) a kitchen sink; c) a wash basin; and d) a bathtub or shower. Kitchen Facilities 135. Every Dwelling Unit shall contain a kitchen area equipped with the following: a. a kitchen sink serviced with hot and cold potable running water, connected to a drainage system, and surrounded by surfaces impervious to grease and water; b. a counter or work area of at least .55m in dept and at least 1.8 m in length (inclusive of the sink) and covered with a material that is impervious to water and grease and is easily cleanable; c. suitable storage area of not less than 0.23 m3 (8 cubic feet) of which there shall be at least 1.0 m (3 feet) in width of cabinet front, of sufficient strength tht they will not collapse, tip or, if fastened to the wall, become detached when filled; and d. cooking and refrigeration appliances (including suitable electrical or gas connections thereto) when supplied by the landlord. 136. Any cooking apparatus shall have at least 0.6 metres clear space above any exposed cooking surface. 137. All kitchen countertops, cabinets and appliances shall be maintained in Good Repair. Bathrooms and Toilet Rooms 138. All Bathrooms and toilet rooms shall be located within, and accessible from, inside the Building. 139. All Bathrooms and toilet rooms shall be fully enclosed and maintained so as to provide privacy for the occupant. 140. The floor and the walls, to a minimum height of 0.9 m above the floor or bathtub of every bath or shower room and toilet room shall be water-resistant and readily cleaned. - 106 - 20 141. Every Bathroom or toilet room shall have a permanently installed working artificial light fixture. 142. Every sink, wash basin, bathtub or shower shall have an adequate supply of hot and cold running water. Security 143. Doors which allow access to or egress from a Dwelling Unit shall be equipped with a lock that complies with the Ontario Building Code and Fire Code, and is maintained in Good Repair. 144. In multiple occupancy Buildings, doors connecting Dwelling Units to an entrance or exit system shared in common with other Dwelling Units shall have locking devices in Good Repair. Access doors, as above, shall afford the occupants of the Dwelling Unit with a reasonable degree of privacy and safety. 145. All windows in Dwelling Units contained in multiple occupancy Buildings shall be screened, and latched or secured in order to prevent their removal or opening by small children. 146. Exterior security locking and release, and voice communication systems, when provided, shall be maintained in Good Repair. Non - Residential Properties - Additional Standards Maintenance of Yards 147. No Vehicles, trailers, boats or mechanical equipment which is in a wrecked, discarded, dismantled or abandoned condition shall be parked, stored or left in a yard of a Property unless such Vehicle, trailer or mechanical equipment is required for a lawful business purpose. 148. Where a lawful business requires outdoor storage for any purpose, and such outdoor storage is permitted, the area shall be defined and enclosed with a fence according to the requirements of the site plan and applicable by-laws of the City. 149. All outdoor salvage yards shall be obscured by screening. Such screening shall be of uniform construction and meet the requirements of the site plan and applicable by-laws of the City. Heating Systems 150. A heating system shall be provided in a non-residential Building, kept in Good Repair and free from any Unsafe Condition. 151. In non-residential Buildings where Persons are employed in duties and operations in an enclosed space or room, a heating system shall be provided capable of maintaining, during normal hours of occupancy sufficient heat to maintain an average room temperature between 20°C and 26°C. Ventilation 152. Sufficient ventilation shall be provided to all parts of a Building so as to prevent accumulations of heat, dust, vapours, odours, carbon monoxide and other gases likely to create an Unsafe Condition. 153. If mechanical ventilation is provided it shall change the air at lease once each hour and, if necessary, more frequently. - 107 - 21 Toilet Room Facilities 154. Buildings where people work shall have toilet rooms supplied with hot and cold running water in accordance with the Occupational Health and Safety Act, R.S.O. 1990, c. O.1, as amended, located in an enclosed room or rooms that are conveniently accessible to employees. 155. Each toilet room shall be provided with toilet paper, soap, individual paper towels or other means of drying, and suitable deodorizing material. 156. All toilet rooms shall be fully enclosed and with a door capable of being locked so as to provide privacy for the Persons using such. Heritage Properties And Heritage Attributes Maintenance of Heritage Properties and Heritage Attributes 157. In addition to the Standards as set out in this By-law, the Standards listed in this Section shall apply to the maintenance and security of all Buildings and Structures of a Heritage Property. 158. The Owner of a Heritage Property shall: (a) maintain, preserve and protect the Heritage Attributes so as to retain the heritage character, and the visual and structural heritage integrity of said Heritage Property; and (b) maintain the Heritage Property, including those components of the Heritage Property that hold up, support or protect the Heritage Attributes in a manner that will ensure the on-going protection and preservation of the existing Heritage Attributes. Alterations of Heritage Attributes 159. Notwithstanding any other provision of this By-law, in the case of Buildings and Structures of a Heritage Property, no Person shall alter the Heritage Property or permit the alteration of the Heritage Property if the alteration is likely to affect the Property’s Heritage Attributes, unless the Owner has obtained a building permit with Heritage Approval or other form of written consent from the City in accordance with the Ontario Heritage Act. Repair and Replacement of Heritage Attributes 160. Notwithstanding any other provision of this By-law, where a Heritage Attribute can be Repaired, the Heritage Attribute shall not be replaced. Said Repair shall be conducted, following approval by the City: (a) in a manner that minimizes damage to the Heritage Attribute and is consistent with recognized conservation standards, best practices and processes for the conservation of built heritage resources; (b) in a manner that maintains the design, finishes, form, physical appearance, colour, texture, grain and other distinctive features and qualities of the Heritage Attribute; and (c) using the same types of material as the original material being Repaired and in keeping with the design, finishes, form, physical appearance, colour, texture, grain and other distinctive features and qualities of the - 108 - 22 original material. Where the same types of material as the original material are no longer available, alternative materials may be used, subject to review and approval by the City, so long as said materials replicate the design, finishes, form, physical appearance, colour, texture, grain and other distinctive features and qualities of the original material. 161. Notwithstanding any other provision of this By-law, and subject to all provisions of the Ontario Heritage Act and the Building Code Act, no Heritage Attribute shall be replaced unless it can be demonstrated, to the satisfaction of the City, that the Heritage Attribute cannot be Repaired. Said replacement shall be conducted using the same types of material as the original material in a manner that replicates the design, finishes, form, physical appearance, colour, texture, grain and other distinctive features and qualities of the Heritage Attribute being replaced to the satisfaction of the City. Where the same types of materials as the original material are no longer available, alternative or substitute materials and finishes may be used, subject to review and approval by the City, so long as said materials replicate the design, finishes, form, physical appearance, colour, texture, grain and other distinctive features and qualities of the original material. Unsafe 162. Where a Building or Structure of a Heritage Property has been deemed to be in an Unsafe Condition by the City and the necessary remedial measures to address the Unsafe Condition of the Building or Structure are being undertaken, the Owner shall ensure that all necessary measures are taken to protect all Heritage Attributes on the Heritage Property and prevent damage or further damage to said Heritage Attributes. 163. If, in the opinion of the Officer, there is doubt as to the structural condition and adequacy of a Building or Structure or parts thereof of a Heritage Property, the Officer may order that such Building or Structure or parts thereof be examined by both a Professional Engineer and a member of the Canadian Association of Heritage Professionals, at the expense of the Owner. The professionals shall be employed by the Owner or authorized agent. The professionals shall complete and submit written report(s) to the Officer, which shall include details of the findings of such examination and drawings for any recommended remedial work. All recommended remedial work shall be undertaken under a building permit to the satisfaction of the City. Demolition 164. Notwithstanding any other provision of this By-law, no Building or Structure of a Heritage Property may be altered or cleared, including, but not limited to, removed, demolished or relocated, except in accordance with the Ontario Heritage Act, under the provisions of the Ontario Building Code, and to the satisfaction of the City. 165. Upon completion of demolitions and removals of any Building or Structure of a Heritage Property in accordance with Section 39(1), the affected site shall be cleared and cleaned of debris, graded, left free from holes or excavations, and provided and maintained with suitable Ground Cover to the satisfaction of the City. Conflict 166. Notwithstanding any other provision of this By-law, if there is a conflict between: - 109 - 23 (a)the Ontario Heritage Act and the Ontario Building Code, the Act which has the highest standard for the protection of Heritage Attributes shall prevail; and (b)a provision of this By-law and any other provision in this By-law or other City by-law, the provision that establishes the highest standard for the protection of Heritage Attributes shall prevail. Administration And Enforcement Administration 167.This By-law, and the applicable provisions of the Building Code Act, shall be administered and enforced by an Officer. General Provisions 169.No Person shall obstruct the visibility of an Order and no Person shall remove a copy of an Order posted on the Property under this By-law unless authorized to do so by an Officer. 170.Where a provision of this By-law conflicts with a provision of any other by-law of the City or any applicable statute or regulation, the provision that establishes the highest standard to protect the health, safety and welfare of the general public shall prevail. 171.No Person shall hinder or obstruct or attempt to hinder or obstruct, an Officer conducting an inspection or a Person performing corrective works under this By- law. 172.W here an Officer has reasonable grounds to believe that an offence has been committed by a Person, the Officer may require the name, address, and proof of identity of that Person, and the Person shall supply the requested information. 173.Any cost incurred by the City in exercising its authority to inspect under sections 174 to 176 including but not limited to the cost of any examination, test, and sample or photography necessary for the purpose of the inspection, shall be paid by the Owner of the Property. Power of Entry and Inspections 174.Pursuant to the Building Code Act, an Officer may, upon producing proper identification, enter upon any Property at any reasonable time without a warrant for the purpose of inspecting a Property to determine: (a)whether the Property conforms to the Standards prescribed in this By-law; (b)whether an Order made under this By-law has been complied with; (c)whether an Order made under Section 15.7 of the Building Code Act, as amended, has been complied with; and (d)to complete work required in an Order, accompanied by any Persons necessary to complete the work. 175.An Officer shall not enter inside a Dwelling unless: (a)the consent of the Occupant is obtained, the Occupant first having been informed that the right of entry may be refused and entry made only under the authority of a warrant issued under the Building Code Act; - 110 - 24 (b) a warrant issued under the Building Code Act is obtained; (c) the delay necessary to obtain a warrant or the consent of the Occupant would result in an immediate danger to the health or safety of any Person; or (d) the entry is necessary to terminate a danger under Section 15.7(3) of the Building Code Act. 176. For the purpose of an inspection, an Officer may: (a) require the production for inspection of documents or things relevant to the inspection; (b) inspect and remove documents or things relevant to the inspection for the purpose of making copes or extracts; (c) require information from any Person concerning a matter related to the inspection including their name, address, phone number and identification; (d) be accompanied by a Person who has special or expert knowledge in relation to a Property or part thereof; (e ) alone or in conjunction with a Person possessing special or expert knowledge, make examinations or take tests, samples or photographs necessary for the purpose of the inspection; and (f) order the Owner of the Property to take and supply at the Owner’s expense such tests and samples as are specified. Orders 177. An Officer who finds that a Property does not conform with any of the Standards prescribed herein, may make an Order, (a) stating the municipal address or the legal description of such Property; (b) giving reasonable particulars of the Repairs to be made, prohibiting occupancy and/or or stating that the Property is to be cleared of all Buildings, Structures, debris or Refuse and left in a graded and levelled condition; (c) indicating the time for complying with the terms and conditions of the Order and giving notice that, if the Repair or clearance is not carried out within that time, the City may carry out the repair or clearance at the Owner’s expense; and (d) indicating the final date for giving notice of appeal from the Order. Service 178. The Order shall be served on the Owner of the Property and such other Persons affected by it as the Officer determines and a copy of the Order may be posted on the Property. 179. An Order may be served personally or by registered mail sent to the last known address of the Person to whom notice is to be given or to that Person’s agent for service. 180. If an Order is served by registered mail, the service shall be deemed to have been made on the fifth (5th) day after the day of mailing. - 111 - 25 Appeals of Orders 181. When the Owner is not satisfied with the terms or conditions of the Order, the Owner may appeal to the Committee, by sending notice of appeal and paying the applicable appeal fee as set out in the General Municipal Fees and Charges Bylaw, in person or by registered mail to the secretary of the Committee within fourteen (14) days after service of the Order and, in the event that no appeal is taken, the Order shall be deemed to be confirmed. 182. The secretary of the Committee, upon receipt of the notice of appeal shall: (a) determine the date, place and time of the hearing of the appeal which shall take place not less than seven (7) days from the date of receipt of the aforesaid notice; and (b) give notice in writing of the date, place and time of the hearing to: (i) the appellant; (ii) the Officer who issued the Order; and (iii) any other Person as the Committee considers advisable. 183. The Committee shall: (a) hear the appeal at the date, place and time set out in the notice; and (b) have all the powers and functions of the Officer who made the Order. 184. The Committee may: (a) confirm the Order; (b) modify or rescind the Order; or (c) extend the time for complying with the Order provided that, in the opinion of the Committee, the general intent and purpose of this By-law and of the Official Plan of the City are maintained. 185. The Committee shall give its decision in writing and an amended Order will be prepared if required. Property Review Committee 186. There shall be appointed by the Council of the City a Committee composed of five (5) members, who shall each be appointed in conjunction with the term of Council. 187. The Committee shall elect a Chairperson and any member of the Committee may hold this position. When the Chairperson is absent through illness or otherwise, the Committee may appoint another member as acting Chairperson. 188. In the event of a vacancy in the membership in the Committee, Council shall forthwith fill the vacancy by appointment of another eligible person to sit for the unexpired portion of the term. 189. Two (2) members of the Committee constitute a quorum. 190. The members of the Committee shall be paid such compensation as Council, by by-law, may provide. Failure to Comply with an Order 191. If an Order of an Officer is not complied with an accordance with the Order, as confirmed or modified by the Committee or any court, the Owner is in breach of this By-law and the City, in addition to all other remedies: - 112 - 26 (a) shall have the right to demolish or Repair the Property in accordance with the terms of the Order and for such purpose shall have the right, through its employees, agents or sub-contractors to enter in and upon the Property; (b) shall not be liable to compensate the Owner, or any other Persons making a claim for compensation related to the Property, by reason of any action taken by or on behalf of the City under the provisions of this By-law; (c) shall have a lien on the Property for the cost incurred from the renovation, Repair or demolition under this Section and the amount shall be deemed to be municipal real property taxes and may be added to the tax roll and collected in the same manner and with the same priorities as municipal real property taxes; and (d) may register the Order on title to the Property and, upon such registration, any Person acquiring any interest in the Property subsequent to the registration of the Order shall be deemed to have been served with the Order on the date on which the Order was originally served and, when the requirements of the Order are found to have been satisfied, the City shall forthwith register in the proper Land Registry Office a certificate that such requirements have been satisfied, which shall operate as a discharge of the Order. The Owner shall be responsible for paying any applicable fees for said registrations pursuant to the City’s current Fees and Charges By- law. (e) Every Owner or Occupant, who has failed to comply with a confirmed Order made under this By-law, shall pay the fees set out in the General Municipal Fees and Charges By-law for each inspection required to determine if the contraventions have been remedied. Emergency Orders 193. If upon inspection of a Property the Officer is satisfied that there is non- conformity with the Standards herein to such extent as to pose an immediate danger to the health or safety of any Person, the Officer may make an Order containing particulars of the non-conformity and require remedial Repairs or other work to be carried out immediately to terminate the danger. 194. The Order shall be served on the Owner of the Property and such other Persons affected thereby as the Officer determines and a copy shall be posted on the Property. 195. After making an Order under Section 193 of this By-law, the Officer may, either before or after the Order is served, take any measures necessary to terminate the danger and, for this purpose, the City may through its employees or agents, at any time enter the Property in respect of which the Order was made without a warrant. 196. The City, or a Person acting on its behalf, is not liable to compensate the Owner, Occupant or any other Person by reason of anything done by or on behalf of the City in the reasonable exercise of its powers. 197. As soon as practicable, the Officer shall apply to a Judge of the Ontario Court Superior Court of Justice or an order confirming the Order made under 196 of this By-law and the Court shall hold a hearing for that purpose. 198. The Court in disposing of the application under Section 197 of this By-law shall: (a) Confirm, modify or rescind the Order; and - 113 - 27 (b) Determine whether the amount spent on measures to terminate the danger may be recovered in whole, in part, or not at all. 199. The disposition under Section 198 of this By-law is final. 200. The amount determined by a Court to be recoverable shall be a lien on the Property and shall be deemed to be municipal real property taxes and may be added to the tax roll and collected in the same manner and with the same priorities as municipal real property taxes. Certificate of Compliance 201. Every Owner may make an application to the City for a Certificate of Compliance by submitting a written request. 202. Following an inspection confirming the Standards established in this By-law have been met, the Owner shall pay the applicable fee as outlined in the City’s Fees and Charges By-law. Penalty for Non-Compliance 203. Every Person who uses or occupies, or permits the use or occupancy of any Property that does not conform to the Standards of this By-law is guilty of an offence and on conviction is liable to a fine of not more than $25,000.00 for the first offence and to a fine of not more than $50,000.00 for a subsequent offence. 204. A corporation who uses or occupies, or permits the use or occupancy of any Property that does not conform to the Standards of this By-law is guilty of an offence and on conviction is liable to a fine of not more than $50,000.00 for the first offence and to a fine of not more than $100,000.00 for a subsequent offence. 205. For the purposes of Sections 203 and 204 of this By-law, an offence is a subsequent offence if there has been a previous conviction under this By-law. 206. Every Person who fails to comply with an Order under this bylaw is guilty of an offence and on conviction, in addition to the penalties mentioned in Sections 203 and 204 of this By-law, is liable to a fine of not more than $10,000.00 per day for every day the offence continues after the time given for complying with the Order has expired. 207. If a conviction is entered, in addition to any other remedy and to any penalty imposed by this Bylaw, the court in which the conviction is entered, and any court of competent jurisdiction thereafter, may make an order prohibiting the continuation or repetition of the offence by the Person convicted on the same Property. Transition 208. After the date of passing of this By-law, By-law Number 5943/02 applies only to Properties in respect of which an Order has been issued prior to the date of passing of this By-law, and then only to such Properties until such time as the work required by such Order has been completed or any enforcement proceedings in respect of such Order, including demolition and Repair by the City, has been concluded. Repeal 209. By-law Number 5943/02 is hereby repealed. - 114 - 28 Force and Effect 210. That this By-law shall come into force and effect on the date it is passed. By-law passed this day of March, 2021. ________________________________ David Ryan, Mayor ________________________________ Susan Cassel, City Clerk - 115 -