3490 Schedule "A" - A By-Law to enter into a license agreement with The Corporation of the Municipality of Bayham to grant access along the rail corridor.THIS LICENCE AGREEMENT is made thisa^day oJVrygoJu 2011.
BETWEEN:
THE CORPORATION OF THE MUNICIPALITY OF BAYHAM and
THE CORPORATION OF THE TOWN OF TILLSONBURG
(Hereinafter referred to as the "Licensor")
OF THE FIRST PART
- and -
1498975 ONTARIO INC.
(Hereinafter referred to as the "Licensee")
OF THE SECOND PART
WHEREAS the Licensee is constructing a solar power project on the lands described as
Concession 2 N Pt Lot 16 in the Municipality of Bayham;
AND WHEREAS the Licensor is the owner of the lands described as Concessions 1 - 9, Parts 1 -
5, 11R-6476 and Part 1, 11R-6477 of, known as the former CPR Rail lands, in the Municipality
of Bayham (the "Lands");
IN CONSIDERATION of the premises and other good and valuable consideration the parties
agree as follows:
Grant of Licence
1. The Licensor grants to the Licensee the non-exclusive use of the Lands for the purposes
hereinafter set forth, for the period of twenty (20) years, commencing March 24, 2011:
a) The Licensee hereby accepts the Lands in their condition as of the date hereof and
shall not call upon the Licensor to do or pay for any work or supply any
equipment to make the Lands more suitable for the proposed use by the Licensee
hereunder.
b) The Licensee shall pay the Licensor Five Hundred ($500.00) Dollars, payable in
advance, as a licence fee upon the commencement of this Agreement.
c) The Lands may be used for the purpose of locating "Equipment" consisting of
underground power lines for the connection of solar panels and any incidental
apparatus approved by the Licensor.
Covenants by Licensee
2. The Licensee covenants with the Licensor:
a) To pay the licence fee set out in clause 1.
b) To pay taxes (including local improvements) and all rates, licence fees and other
charges imposed on or with respect to the Lands as same become due.
c) To use the Lands only for the purposes of the Equipment and not to erect any
buildings or structures on the Lands.
d) To maintain the appearance of the Lands in a neat, clean and well-kept manner
appropriate to the condition of the land.
e) To install, maintain and repair the Equipment at its own expense.
f) To ensure that no refuse, litter, garbage or loose or objectionable material
accumulates in or about the Lands.
g) To ensure that no trees are removed and no grade changes are carried out.
h) To provide and maintain comprehensive general liability insurance in the
minimum amount of Two Million ($2,000,000.00) Dollars with respect to its use
of the Lands during the full term of this Agreement and any extension thereof,
naming the Licensor as an additional insured, and to provide a certificate
evidencing same, prior to execution of this Agreement and as required by the
Licensor. Without limiting the generality of the foregoing, such public liability
insurance shall contain provisions for cross-liability, severability of interests, and
no cancellations or alterations without the consent of the Licensor.
i) Not to assign this Agreement without the prior written consent of the Licensor,
which consent may be unreasonably withheld.
j) To leave the Lands in substantially the same condition by removing the
Equipment from the Lands, at the expiry of this Agreement as they were at the
commencement of this Agreement.
k) To comply with all federal, provincial and municipal laws, rules, regulations and
by-laws and to hold the Licensor harmless from the consequences of its failure to
do so.
Installation, Repairs and Replacement
3. The Licensee may install, repair or replace the Equipment, provided that:
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a) It applies to the Licensor for approval to install such equipment;
b) It provides drawings or specifications required by the Licensor for the purpose of
reviewing the suitability of the Equipment;
c) It proceeds in accordance with the approval given under the supervision of the
Licensor;
d) It compensates the Licensor for any expense incurred by the Licensor in the course
of approval or supervision;
e) Damage occasioned by the installation or removal of the Equipment will be
repaired by the Licensee at its own expense forthwith.
Indemnity
4. The Licensee shall at all times indemnify and save harmless the Licensor from and
against any and all claims, demands, losses, costs, charges, expenses, actions and other
proceedings (including those in connection with workers' compensation or any similar or
successor arrangement) made, brought against, suffered by or imposed on the Licensor to
fulfill any part of its obligations under this Agreement or for any reason whatsoever or in
respect of any loss, damage or injury (including injury resulting in death):
a) To any person or property (including, without restricting the generality of the
foregoing, employees, contractors, agents and property of the Licensor) directly or
indirectly arising out of, resulting from or sustained by reason of the occupation or
use of the Lands, or any operation in connection therewith or any fixtures or
chattels thereon, or
b) To any person while on adjoining lands of the Licensor in the course of that
person's entry onto or exit from the Lands.
Exclusion of Liability
5. The Licensor shall not be liable, directly or indirectly, for any personal injuries that may
be suffered or sustained by any person who may be on the Lands or for any loss of or
damage or injury to property belonging to the Licensee or any other person unless such
injury, loss or damage is due to the Licensor's negligence or default or the negligence or
default of those for whom the Licensor is in law responsible.
Hold Harmless Obligation
6. The Licensee shall fully indemnify and save harmless the Licensor from and against all
construction liens and related costs and other claims in connection with all work
performed by or for the Licensee on the Lands, and shall promptly remove all registered
claims from title.
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Termination by Licensor
7. If any time hereinafter the Licensor in its sole discretion resolves to terminate the
privileges granted herein, the Licensee agrees to remove the equipment or any part or
parts thereof within sixty (60) days after notice in writing of such decision has been
delivered or posted by prepaid mail to the Licensee and the Licensee shall not be entitled
to claim any damages whatsoever for the removal of the equipment or any part or parts
thereof
Default
8. If the Licensee defaults in performing any of its obligations under this Agreement, the
Licensor shall give written notice to the Licensee of such default giving the Licensee
Thirty (30) days to remedy such default, failing which the Licensor may terminate this
Licence and the Licensee shall then forthwith remove its chattels and fixtures, if any,
from the Lands and shall restore the Lands to the condition in which they were at the
commencement of this Agreement.
Notice
9. Any notice required to be given to the Licensor under the terms of this Agreement shall
be sufficiently given if delivered to the Licensor or mailed by prepaid registered mail
addressed to it at:
Municipality of Bayham
P.O. Box 160
9344 Plank Road
Straffordville, ON
NOJ 1YO
Any notice required to be given to the Licensee under the terms of this Agreement shall
be sufficiently given if delivered to the Licensee or mailed by prepaid registered mail
addressed to the Licensee at:
1498975 Ontario Inc.
C/o Luc Dujardiin
R.R. #2
Vienna, ON
NOJ 1ZO
or at such other address as the Licensee may in writing designate. In either case, such
notice shall be deemed to have been received on the date of its delivery or in the case of
mailing five (5) business days after it is delivered to the post office.
Successors
10. This Agreement shall enure to the benefit of, and be binding upon the parties and their
respective successors and (where permitted) assigns and may be registered on title at the
option of either party.
Registration
11. This Agreement may be registered at the expense of the Licensee, against the lands of the
Licensee, and the Licensor shall be entitled, subject to the provisions of The Registry Act,
to enforce its provisions against such Owner and any and all subsequent Owners of such
land.
IN WITNESS WHEREOF' the parties have affixed their respective corporate seals
attested by the hands of their respective officers duly authorized in that behalf
SIGNED, SEALED AND DELIVERED
in the presence of
) THE CORPORATION OF THE
) MUNICIPALITY OF BAYHAM
) Per:
) Mayor
) Per:
) Clerk
THE CORPORATION OF THE
TOWN OF TILLSONBURG
Per: >:' V^--^'" Ac j., </
) Mayor/
)) Per:
) Clerk
) 1498975 ONTARIO INC.
) Per:
) I have authority to bind the
Corporation