THE CORPORATION OF THE MUNICIPALITY OF PORT HOPE BY-LAW NO. 30/2008 Being a By-law to Authorize Execution of a License Agreement between Aon Inc. and the Corporation of the Municipality of Port Hope for AON Inc to use of a portion of Municipal property located in Concession 1 Part of Lot 1, known as the pumping station lands and described as Block 49 on Registered Plan 39M-834 to be used in conjunction with the AON golf facilities and to access hydro facilities to service their golf course irrigation facility WHEREAS the Municipal Act, 2001, Section 8 provides in part that a Municipality may pass by-laws, respecting licenses as the Municipality considers appropriate; AND WHEREAS Council deems it desirable to enter into a License Agreement to permit AON Inc. to use a portion of Municipal property in conjunction with their golf course facilities, as set out in the terms of the License Agreement between AON Inc, and the Corporation of the Municipality of Port Hope attached hereto; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF PORT HOPE ENACTS AS FOLLOWS: 1. THAT the Mayor and Municipal Clerk are hereby authorized to execute on behalf of the Corporation a License Agreement, with AON Inc., to permit AON Inc. to use Municipal property including access to hydro facilities in conjunction with their golf course facility, as set out in the terms of the License Agreement, attached hereto as Appendix A and any related documentation to carry out the purpose of this by-law. READ a FIRST, SECOND and THIRD time and finally passed in Open Council this 25 th day of March, 2008. Linda Thompson, Mayor S.C. Dawe, Municipal Clerk By-law No. 30/2008 Page 1 of 9
Appendix A To By-law 30/2008 This Agreement made in triplicate this day of March, 2008 B E T W E E N : AON INC. hereinafter called the "Licensee" of the FIRST PART - a n d - THE CORPORATION OF THE MUNICIPALITY OF PORT HOPE hereinafter called the "Municipality of the SECOND PART WHEREAS the Licensee of the First Part is the owner of certain lands and premises being developed under a plan of subdivision described as Part of Lot 11 and 12, Concession 1, in the Municipality of Port Hope, in the County of Northumberland, more particularly described on Schedule "A" attached hereto; AND WHEREAS the Licensee has requested from the Municipality a license to use a portion of Municipal property located in Concession 1, Part of Lot 12 known as the pumping station lands, more particularly described as Block 49 on Registered Plan 39M-834 and shown on Schedule B attached hereto, in conjunction with the AON golf facilities and to access hydro facilities to service their golf course irrigation facility; AND WHEREAS the Municipality has no immediate plans for any further development of the said lands; AND WHEREAS the Municipality is authorized by the Municipal Act Section 8(1) to govern its affairs as it considers appropriate; AND WHEREAS By-law No. 30/2008 has been duly enacted to authorize the execution of this Agreement; AND WHEREAS the Municipality has agreed to grant a license on the terms and conditions as set out in this Agreement and terminable at the sole discretion of the Municipality; NOW THEREFORE this Agreement witnesseth that, in consideration of the mutual covenants herein contained, the Parties hereto agree as follows: 1. In consideration of other good and valuable consideration and the total sum of ONE HUNDRED DOLLARS ($100.00) of lawful money of Canada paid by the Licensee to the Municipality upon signing of this By-law No. 30/2008 Page 2 of 9
Agreement, being an administrative fee of $50.00 to defray the cost of preparing, and administering this agreement along with the fee for the aforesaid license in the sum of $50.00, being $10.00 per year for five (5) years, the Municipality grants, subject to the provisions set forth, to the Licensee a License to use a portion of the Municipal lands known as Block 49 Registered Plan 39M-834. 2. The term of this License shall begin as of the date of execution of this Agreement by all parties and shall expire/terminate on the earlier of: 2.1 Five (5) years from the date of execution of this agreement by both parties, provided that, at the expiry of the first five (5) years and at the Licensee s request, Council of the Municipality may, at its discretion, extend the term for a further Five (5) years on such terms and conditions as it deems advisable. 2.2 The date of the sale or transfer of the lands described in Schedule A being the AON golf course lands, unless the Municipality has, at the request of the purchaser or transferee of the lands, approved an extension and assignment of this agreement and the purchaser or transferee has executed the extension and assignment agreement prepared by the Municipality. 2.3 Thirty (30) days following the giving of a notice of termination of this License to the Licensee from the Municipality, which notice may be given at any time in the sole discretion of the Municipality whether or not the Licensee shall be in default pursuant to the terms of this License. 3. The parties acknowledge and agree that no length of time of, or enjoyment by the Licensee of the permission granted in this agreement shall enure to, or give any right, title or interest to the Licensee or its successors in title, in the said Municipal lands, or shall deprive the Municipality by the operation of any limitation period or otherwise of any right to enter upon the said Municipal lands, and that the Municipality retains full rights and control over the subject Municipal property and, without limiting the generality that the Municipality may further develop the subject lands. 4. The Licensee waives any interest in or claim for any and all present or future improvements to the said Municipal lands which the Licensee may make or cause to be made and further, specifically acknowledges, agrees and waives any possessory claim to the Municipal lands which might presently exist or might arise as a result of this agreement. By-law No. 30/2008 Page 3 of 9
5. Without limiting the generality of the foregoing, the Parties agree that this agreement shall not be interpreted or construed so as to create an interest in all or any portion of the said Municipal lands for the purposes of The Planning Act. 6. The Licensee acknowledges and agrees that: 6.1 The hydro facility located on Block 49 of Plan 39M-834 including conduit, cabling, hydro transformer, parts and appurtenances thereto shall be owned and operated by Veridian Corporation and/or their successors/agents. It is further acknowledged and understood that these services conflict with underground Municipal Service pipes including a high pressure forcemain and that AON Inc. or their agents shall not cause to effect any subsurface excavation within the subject lands known as Block 49 of Plan 39M-834 without express written consent from the Municipality. 6.2 The Municipal pumping station facility, including the hydro transformer are paramount to the Municipality to meet current and future servicing demands and needs and that the Municipality, may at any time, in its sole discretion cause to terminate the use of the golf facilities on the subject lands and/or the hydro facilities servicing the golf course irrigation facility in respect of providing essential Municipal pumping station services. 6.3 The Licensee shall maintain the lands known as Block 49 of Plan 39M- 834 and along the paved entrance from Lakeshore Road to the pumping station in a manner common in residential areas, including grass cutting and control of noxious weeds and other regular maintenance items in accordance with Municipal by-laws including any by-laws respecting the application of cosmetic pesticides. The application of pesticides will not be prohibited on the portion of the lands being utilized as part of the golf course, provided any such use or application is under the direction of an I.P.M. (Integrated Pest Management) accredited groundskeeper. 6.4 The Licensee and their agents are hereby granted permission to access the gate at the north end of the paved pumping station driveway for the sole purposes of maintaining their golf course facility and will permit the use of one complete golf tee and a portion of another tee which is located on the pumping station lands along with a portion of their golf cart path. Parking and/or storing of vehicles and/or equipment or materials within the pumping station lands by the Licensee and their agents will not be permitted. By-law No. 30/2008 Page 4 of 9
6.5 The Municipality retains full control over the said Municipal lands and, without limiting the generality that the Municipality may further develop the subject land as the Municipality deems appropriate and otherwise deal with the said lands according to law. 7. The Licensee agrees: 7.1 To obtain property damage and public liability coverage from a reputable insurer or insurers relating to the use of the Municipal Property pursuant to this License and the Municipality shall be named as an additional insured thereunder. Such insurance shall have a limit of at least $5,000,000 and shall provide for thirty (30) days notice of cancellation to the Municipality. 7.2 Prior to the commencement of the Term, the Licensee shall deposit with the Municipality a certificate of the required insurance policy or policies. 7.3 The Licensee agrees to indemnify and hold harmless the Municipality and its Councillors, employees, agents, tenants, invitees, and licensees from and against any and all claims, demands, actions, causes of action, costs, losses, liabilities, awards, proceedings or expenses which the Municipality suffers or incurs or is liable for by reason of the acts or omissions of the Licensee or those for whom it is at law responsible in connection with the use of the Municipal Property under this Licence or arising out of any default by the Licensee under the terms of this Agreement. 7.4 In the event of any such claims, demands, actions, causes of action, costs, losses, liabilities, awards, proceedings or expenses, the Municipality agrees to provide written notice within a reasonable period of time to the Licencee and the Licencee shall have full power and authority to settle any such actions, suits, claims or demands on such terms as the Licencee may deem advisable and the Licensee covenants and agrees with the Municipality to forthwith pay to the Municipality on demand all reasonable moneys paid by the Municipality in pursuance of any such settlement and such sum as shall represent the reasonable costs of the Municipality or its solicitors in defending or settling any such claims, demands, actions, causes of action, costs, losses, liabilities, awards, proceedings or expenses, based on a solicitor and own client basis. By-law No. 30/2008 Page 5 of 9
8. The parties acknowledge and agree that this License does not in any way whatsoever diminish the rights of the Municipality, or any public utility company, their respective officers, servants, workers, employees, agents and contractors, to enter at all times upon the said Municipal lands for the purpose of constructing, repairing, maintaining, replacing or removing any mains, culverts, drains, poles, wires or underground services and installations and appurtenances thereto. The Licensee shall not be entitled to any damages or compensation by reason of the exercise of the Municipality 's or utility company's rights contained in this clause. 9. The Parties agree that any notice which is required to be given by the Municipality to the Licensee in respect of this Agreement shall be mailed or delivered to the Licensee: AON Inc. P.O. Box 296 Peterborough, ON K9J-6Y8 e.bsmith@aoninc.com or such address as the Licensee has provided by specific written notice to the Municipality. Any such notice mailed or delivered to the said address shall be deemed good and sufficient notice. Any notice which is required to be given to the Municipality shall be mailed or delivered to: Municipal Clerk, The Corporation of the Municipality of Port Hope, Administration Offices, 56 Queen Street, P.O. Box 117, PORT HOPE, ON LIA 3V9 10. The Licensee shall, at all times during the life of this license agreement, be subject to all laws, by-laws and regulations now or hereinafter enacted, to all statutes, orders and rules made or to be made by a lawfully constituted authority having jurisdiction therein. 11. This agreement shall be read with all changes of gender or number required by the context. This agreement shall be jointly and severally binding upon each Licensee, their heirs, executors, administrators, successors and assigns. By-law No. 30/2008 Page 6 of 9
12. AON Inc. acknowledges that they do not have the right to allow, sanction or grant any right, easement or licence to others to use the herein described subject lands and that the Municipality retains full rights and control over the subject Municipal property and, without limiting the generality that the Municipality may further develop the subject lands. IN WITNESS WHEREOF the Party of the First Part has hereunto set their hand and seal and the Party of the Second Part has caused to be affixed hereto its corporate seal, duly attested to by the hands of its signing officers authorized in that behalf. Brad Smith, Signing Officer for AON INC. THE CORPORATION OF THE MUNICIPALITY OF PORT HOPE Linda Thompson, Mayor S.C. Dawe, Municipal Clerk By-law No. 30/2008 Page 7 of 9
SCHEDULE "A" Property Description Part of Lot 12, Concession 1 Formerly in the Township of Hope Now in the Municipality of Port Hope In the County of Northumberland More Particularly Described as Block 49, Registered Plan 39M-834. By-law No. 30/2008 Page 8 of 9