3775 Schedule A - Reciprocal Agreement with Thames Valley District School Board - Joint Use Agreement for South Ridge ParkTHIS RECIPROCAL USE AGREEMENT made this(Clday ofP:t<i~L, 2013.
BETWEEN:
RECITALS:
THAMES VALLEY DISTRICT SCHOOL BOARD
(hereinafter called "TVDSB")
and-
CORPORATION OF THE TOWN OF TILLSONBURG
(hereinafter called the "Municipality")
WHEREAS TVDSB is the owner of lands municipally known as 10 South Ridge
Road, Tillsonburg, Ontario N4G OC1 and as more particularly described in
Schedule A;
AND WHEREAS the Municipality owns the park lands described in Schedule B
(the "Municipal Lands"), which adjoin the TVDSB Lands;
AND WHEREAS the Parties are entering into this Agreement to set out their
understandings in connection with the permitted use of one another's Lands;
NOW THEREFORE in consideration of the mutual covenants and agreements
contained herein, TVDSB and the Municipality agree as follows:
1.0 DEFINITIONS
1.1 In this Agreement, unless the contrary intention appears:
(a) "Agreement" means this reciprocal use agreement and all
schedules attached hereto;
(b) "Lands" means the TVDSB Lands and the Municipal Lands,
collectively or respectively, according to the context;
(c) "Law" and "Laws" shall mean and include all applicable laws, by-
laws, regulations, requirements, orders, notices, policies and
directions of all governmental or regulatory authorities and any
other persons having jurisdiction over the Lands, the Parties or any
of them;
(d) "Municipal Lands" has the meaning set out in the second recital of
this Agreement;
(e) "Non School Related Times" means all times between dawn and
dusk other than School Related Times;
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(f) "Parties" or "Party" means the parties to this Agreement, or either
one of them, as the context requires;
(g) "School" means the school known as South Ridge Public School,
located on the TVDSB Lands;
(h) "School Related Times" means the period of time between 7:00
a.m. and 5:00 p.m., Mondays to Fridays (excluding days when the
School is not normally open for classes), during a School Year;
(i) "School Year" means from September 1 in any calendar year until
June 30 in the next ensuing calendar year; and,
Ul "TVDSB Lands" means the property described in Schedule A
hereto, but excludes the interior and exterior of any permanent or
temporary buildings located thereon, as well as, any gardens,
plantings or other landscaped areas not intended for pedestrian or
vehicular traffic.
2.0 SCHEDULES
2.1 The following Schedules form part of this Agreement:
Schedule A-Legal Description of the TVDSB Lands.
Schedule B-Legal description of Municipal Lands.
3.0 MUNICIPAL LANDS
3.1 TVDSB hereby acknowledges and agrees that nothing contained herein or
arising herefrom will provide TVDSB with any right or interest in the nature
of an ownership or leasehold interest in the Municipal Lands.
3.2 The maintenance and upkeep of the Municipal Lands shall be the
responsibility of the Municipality. The Municipality shall be entitled to
determine its own standards, in accordance with Law, for the maintenance
and upkeep of the Municipal Lands. Notwithstanding same, TVDSB shall
be responsible for, and shall reimburse the Municipality for any costs
incurred by it, in restoring any damage to the Municipal Lands sustained
as a result of the use thereof by TVDSB or any person for whom TVDSB is
responsible for at Law, normal wear and tear excepted.
3.3 The Municipality shall at all times have absolute discretion and authority,
subject to Law, to establish policies, procedures and rules with respect to
the use of the Municipal Lands. Without in any way limiting the foregoing,
TVDSB acknowledges and agrees that:
(a) the Municipality shall have absolute discretion and authority to
prohibit or impose restrictions on any activities occurring or
proposed to occur on the Municipal Lands; and,
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(b) the Municipality shall be entitled, in its absolute discretion, to limit
access to the Municipal Lands, or any part thereof, should the
Municipality determine that such access will cause unreasonable
wear and tear to the Municipal Lands or that such exclusion is
necessary in order to allow the Municipal Lands, or any part
thereof, to recover from use or weather conditions.
3.4 The Municipality shall be entitled to refuse access to and/or usage of the
Municipal Lands by any person should the conduct or behavior of such
person breach or offend any policies, procedures or rules of the
Municipality.
3.5 Subject to the above provisions of this Section 3.0 above, as well as the
remaining provisions of this Agreement, the Municipality agrees that the
Municipal Lands may be accessed and used by teachers, administrators
and students of the School during the School Year for recreational
purposes.
3.6 TVDSB shall not use and shall not permit those it is responsible for at Law
to use the Municipal Lands in a manner which is likely to damage or injure
any person or part of the Municipal Lands, normal wear and tear excepted.
3. 7 Neither TVDSB, nor any persons for whom it is responsible for at Law,
shall:
(a) place or erect any structure on the Municipal Lands;
(b) dig on or intentionally alter the surface of the Municipal Lands
(other than in play areas where digging is intended (i.e. sand box));
(c) mark or paint any surface of the Municipal Lands;
(d) leave any litter or refuse on the Municipal Lands;
(e) post or display any signs or other materials on the Municipal Lands
or any structures located thereon; or
(f) park any vehicle on the Municipal Lands, other than on a temporary
basis in the designated public parking areas.
4.0 TVDSB LANDS
4.1 The Municipality hereby acknowledges and agrees that nothing contained
herein or arising herefrom will provide the Municipality with any right or
interest in the nature of an ownership or leasehold interest in the TVDSB
Lands.
4.2 The maintenance and upkeep of the TVDSB Lands shall be the
responsibility of TVDSB. TVDSB shall be entitled to determine its own
standards, in accordance with Law, for the maintenance and upkeep of the
TVDSB Lands. Notwithstanding same, the Municipality shall be
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responsible for, and shall reimburse TVDSB for any costs incurred by it, in
restoring any damage to the TVDSB Lands sustained as a result of the
use thereof by the Municipality or any person for whom the Municipality is
responsible for at Law, normal wear and tear excepted.
4.3 TVDSB shall at all times have absolute discretion and authority, subject to
Law, to establish policies, procedures and rules with respect to the use of
the TVDSB Lands. Without in any way limiting the foregoing, the
Municipality acknowledges and agrees that:
(a) the use of the TVDSB Lands by TVDSB students shall always be
given preferential consideration and enjoy priority over all other
entities, groups, organization or persons, including the Municipality,
in terms of use of the TVDSB Lands;
(b) TVDSB shall at all times have the right and responsibility to
administer the scheduling of the use of the TVDSB Lands or any
part thereof;
(c) to the extent that the Municipality or any third party entity, group,
organization or person, wishes to utilize the TVDSB Lands, or any
part thereof, for any organized activity, such use must be scheduled
through TVDSB's Community Use of Facilities Department and
shall otherwise be subject to TVDSB's Community Use of Schools
Policy and Procedure, including, the requirement to obtain a permit
for any such use;
(d) TVDSB shall have absolute discretion and authority to prohibit or
impose restrictions on any activities occurring or proposed to occur
on the TVDSB Lands. Without limiting the foregoing, the following
types of activities are not permitted on the TVDSB Lands:
(i) activities which are inconsistent with the mission or image of
TVDSB;
(ii) activities that involve the service or consumption of alcoholic
beverages;
(iii) gambling or similar activities;
(iv) canvassing or soliciting of any nature or kind; and
(v) any other activity which directly or indirectly interferes with
the safe and proper operation of the School.
(e) TVDSB shall be entitled, in its absolute discretion, to limit access to
the TVDSB Lands, or any part thereof, should TVDSB determine
that such access will cause unreasonable wear and tear to the
TVDSB Lands or that such exclusion is necessary in order to allow
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the TVDSB Lands, or any part thereof, to recover from use or
weather conditions.
4.4 TVDSB shall be entitled to refuse access to and usage of the TVDSB
Lands by any person should the conduct or behavior of such person
breach or offend any policies, procedures or rules of TVDSB, including
those with respect to the operation of safe schools.
4.5 Subject to the above provisions of this Section 4.0, as well as the
remaining provisions of this Agreement, TVDSB agrees that the TVDSB
Lands may be accessed and used by members of the public for general,
unorganized, recreational purposes during Non School Related Times.
4.6 The Municipality shall not use and shall not permit those it is responsible
for at Law to use the TVDSB Lands in a manner which is incompatible with
the safe and proper operation of the School or in a manner which is likely
to damage or injure any person or part of the TVDSB Lands or the School,
normal wear and tear excepted.
4.7 Neither the Municipality, nor any persons for whom it is responsible for at
Law, shall:
(a) place or erect any structure on the TVDSB Lands;
(b) dig on or intentionally alter the surface of the TVDSB Lands (other
than in play areas where digging is intended (i.e. sand box));
(c) mark or paint any surface of the TVDSB Lands;
(d) leave any litter or refuse on the TVDSB Lands;
(e) post or display any signs or other materials on the TVDSB Lands or
any structures located thereon; or
(f) park any vehicle on the TVDSB Lands, other than on a temporary
basis in the designated public parking areas.
4.8 The Municipality acknowledges that smoking on the TVDSB Lands is
prohibited. The Municipality shall use reasonable efforts to ensure that
those persons for whom it is responsible for at Law comply with such
prohibition.
5.0 PROGRAMS
5.1 Each Party shall be responsible for: its own programs held on the Lands;
any supervision required in respect of its own programs; and, all costs
associated with its own programs.
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6.0 ANNUAL CONSULTATION
6.1 Annually, during the month of September and so long as this Agreement
remains in effect, the principal of the School and the Director of Parks and
Recreation shall meet at a mutually convenient time and location in order
to discuss matters of mutual concern or interest and relating to the subject
matter of this Agreement. Although such individuals shall be instructed to
cooperate, in good faith, with one another and to attempt to resolve any
concerns expressed, neither such individual shall be entitled to agree to
any amendment to this Agreement, unless such amendment is made in
writing and signed by the duly authorized signatories of the respective
parties hereto.
7.0 TERM AND TERMINATION
7.1 This Agreement shall take effect upon its execution and shall continue for
a period of one (1) year at which time it will renew automatically on an
annual basis, unless either Party provides notice of termination in writing
at least sixty (60) days prior to the expiration of the then current term.
Sections 3.1, 3.2, 4.1, 4.2, 5.0, 9.0, 1 0.4, 1 0.5, 10.7 and 10.9 shall survive
the termination of this Agreement.
7.2 If any Party shall at any time sell, convey, transfer, lease or enter into any
agreement to sell, convey, transfer or lease its interest in its Lands, then
this Agreement shall be at an end.
8.0 INSURANCE
8.1 Throughout the term of this Agreement, the Municipality shall obtain and
maintain the insurance shown below:
(a) Third party general liability insurance covering all use of the TVDSB
Lands by the Municipality in an amount not less than Five Million
($5,000,000.00) dollars, and shall name TVDSB as an additional
insured with respect to the Municipality's rights and obligations
under this Agreement; and,
(b) The Municipality will provide TVDSB with evidence of the insurance
described in Section 8.1 (a) above promptly upon request. Such
certificate shall be delivered within thirty (30) days of
commencement of this Agreement and thereafter once annually on
renewal of insurance coverage.
8.2 Throughout the term of this Agreement, TVDSB shall obtain and maintain
the insurance shown below:
(a) Third party general liability insurance covering all use of the
Municipal Lands by TVDSB in an amount not less than Five Million
($5,000,000.00) dollars, and shall name the Municipality as an
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additional insured with respect to TVDSB rights and obligations
under this Agreement; and,
(b) TVDSB will provide the Municipality with evidence of the insurance
described in Section 8.2(a) above promptly upon request. Such
certificate shall be delivered within thirty (30) days of
commencement of this Agreement and thereafter once annually on
renewal of insurance coverage.
8.3 The Parties acknowledge that each will carry all risks property insurance
on its Lands in the type, form and amount which a prudent owner, acting
reasonably, in the circumstances would consider appropriate, having
regard to the cost and availability thereof.
9.0 MUTUAL INDEMNIFICATION AND WAIVER
9.1 The Municipality shall indemnify and hold TVDSB harmless from and
against all liability, loss, claims, demands, costs and expenses, including
reasonable legal fees, occasioned wholly or in part by any negligence or
acts or omissions of the Municipality, its officers, agents, employees,
invitees or those for whom it is otherwise responsible for at Law, arising
out of any cause whatsoever through its use of the TVDSB Lands.
9.2 TVDSB shall indemnify and hold the Municipality harmless from and
against all liability, loss, claims, demands, costs and expenses, including
reasonable legal fees, occasioned wholly or in part by any negligence or
acts or omissions of TVDSB, its officers, agents, licensees, employees,
invitees or those for whom it is otherwise responsible for at Law, arising
out of any cause whatsoever through its use of the Municipal Lands.
10.0 GENERAL
10.1 This Agreement nor any part hereof may be assigned by either Party,
without the prior written consent of the other Party.
10.2 No amendment, change, or modification to this Agreement shall be valid
unless authorized in writing by both of the Parties.
10.3 Any notice to the Parties hereto (herein a "Communication") may be
delivered personally, sent by prepaid mail or by email or facsimile
transmission as follows:
To TVDSB as follows:
The Thames Valley District Board of Education
951 Leathorne Street
London, ON
N5Z 3M7
Attention: Executive Officer-Facility Services and Capital Planning
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To the Municipality as follows:
The Town of Tillsonburg
200 Broadway St, 2"d Floor
Toronto, ON
N4G 5A7
Attention: Town Clerk
Or such other address or individual as may be designated by notice by the
Parties to the other. Any Communication given by personal delivery, email
or facsimile transmission shall be conclusively deemed to have been given
on the day of actual delivery thereof if given prior to 4:30 p.m. on a
business day, and if given after 4:30 p.m. or not on a business day, on the
next business day, and, if given by prepared mail, on the fifth business day
following the deposit thereof in the mail. If the Party giving any
Communication knows or ought reasonably to know of any difficulties with
the postal system which might affect the delivery of mail, any such
Communication shall not be mailed but shall be given by personal
delivery, facsimile or email transmission.
10.4 This Agreement with all attached Schedules constitute the entire
agreement between the Parties relating to the subject matter of this
Agreement, and supersedes all prior and contemporaneous agreements,
understandings, negotiations, and discussions, whether oral or written,
with respect thereto. There are no warranties, representations, or other
agreements between the Parties in connection with the subject matter of
this Agreement except as specifically set forth herein.
10.5 The Parties acknowledge and agree that the relationship between them is
solely that of independent contractors and nothing herein shall be
construed to constitute the Parties as partners, joint venturers, co-owners
or otherwise as participants in a joint or common undertaking. No one
Party, nor its employees, agents or representatives shall have any right,
power or authority to act or create any obligation, express or implied, on
behalf of the other.
10.6 It is understood and agreed that this Agreement is subject to the
provisions of the Planning Act, R.S.O. 1990, as amended, and particularly
Section 59 thereof being complied with.
10.7 This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario.
10.8 This Agreement may be executed in several counterparts each of which
so executed shall be deemed to be an original and such counterparts
together shall be one and the same instrument.
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10.9 This Agreement shall not be registered on title of any of the Lands, other
than on and subject to the express written agreement of both Parties.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the
date first above written.
Per:
Per:
N
Name:
Title:
I<Evlt-.J, ISv~\-1-b:LL
,;:.x~h.J.:..-Dffi L~
CORPO~~OF !HE Tc#JN OF TILLSONBURG
Per: fYfuA~
Name: 0 Gf_<ff1 W\1\jOIV Title:~lc... R.-0"-C>-....vd.·
Per: ~~c::::===----
Name: ~o"-~ Wl l ~v r'
Title: cLu-L
PRS 13-26 -A TTO I -Joint Use Agreement.docx
Description:
Schedule A
Description of TVDSB Lands
PT LT 8 CON 10 DEREHAM PT 1 41R2445; TILLSONBURG
Site Address
10 SOUTH RIDGE RD, TILLSONBURG
Description:
Schedule B
Description of Municipal Lands
PT LT 8 CON 10 DEREHAM PT 2, 3 & 4 41 R3871; TILLSON BURG
Site Address
20 SOUTH RIDGE RD