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10/12/2013 Additions to Council ADDITIONS TO COUNCIL, TUESDAY, NOVEMBER 12, 2013 REPORTS 1. F-2013-63 - MacBain Centre Renovations, Tender Award A) Email from Tony Barranca PLANNING MATTERS 1. PBD-2013-66 - AM-2013-015, Zoning By-law Amendment Application a) Letter of objection from Jason Nasato BY-LAWS Additional By-law 1. 2013-164 A by-law to authorize the execution of a license agreement with the Regional Municipality of Niagara (the"Region")to allow the Corporation of the City of Niagara Falls(the"City")to construct a Combined Sewer Overflow Tank(CSO) on easement lands of the Region. Teresa Fabbro From: Dean Iorfida Sent: Tuesday, November 12, 2013 3:29 PM To: Teresa Fabbro Subject: Fw: The YMCA accomodating as a full Service Financial Office Please print for additions. From: General Manager [mailto:gm @niagarafallsdowntown.com] Sent: Tuesday, November 12, 2013 03:27 PM Eastern Standard Time To: Bert McCatty <4342queen @ay-on.com>; Carolynn Ioannoni; Joyce Morocco; Grand Central Niagara <joe @grandcentralniagara.com>; Hair Lovers Place <mbarranca @sympatico.ca>; Jim Diodati; Phil Ritchie <pwritchie @pwritchie.com>; Pulp Comics <ptappay @hotmail.com>; Robin Morse <rmorse @hatch.ca>; Ron Charbonneau <legacy_contracting @hotmail.com>; Sal DiPietro <stamfordrealty@cogeco.ca>; The Camera Place <dave @cameraplaceniagara.com>; Janice Wing Cogeco Account; Bait Mayes Cogeco Account; Wayne Thomson Fallview Account; Dean Iorfida; Karl Dren; Ken Todd; Serge Felicetti Subject: The YMCA accomodating as a full Service Financial Office On behalf of Tony Barranca: Just for the record.We strongly oppose this move. It will be the most detrimental to the downtown area.We have spent and invested a lot of money to revitalize the downtown and now only to have people detoured to the other end of the city, resulting in even less people coming downtown. Regards, Tony Barranca 1 t t ZOhlna Gwen Donofrio From: Jason Nasato <jason.nasato @gmail.com> Sent: Tuesday, November 12, 2013 2:05 PM To: Gwen Donofrio Subject Regarding City File:AM-2013-015 To Whom it May concern, City File:AM-2013-015,Applicant: Lally Homes Ltd. I am writing on behalf of my family.We strongly disagree with the application to proposed change for a permit to construct a R5B. Last thing we need is another concrete slab. Its a high traffic area already, so to add 6 more apartments,which leads to how many more cars,especially in a school zone. Kids walk to school right past that development coming from all directions.Wouldn't it be nice for our children,the children of the future,to see trees, gardens and grass as opposed to a big slab of concrete,so a company can make more money by over populating one little area that is not currently zoned for that size building. Why are we reducing what this city needs, some bright,fresh greenery so one person can capitalize. Why would people want to live amongst that,whether the residents of that building or the people/neighbors surrounding that area, it's simply not fair! Thank you, 6639 Crawford St. NOV 1 7:.1' 3 1 7 CITY OF NIAGARA FALLS By-law No. 2013 - A by-law to authorize the execution of a license agreement with the Regional Municipality of Niagara (the "Region") to allow the Corporation of the City of Niagara Falls (the "City") to construct a Combined Sewer Overflow Tank (CSO) on easement lands of the Region. WHEREAS Infrastructure sustainability is a strategic priority of Niagara Falls City Council; and WHEREAS concerted efforts have been made to combat extraneous water flows during rainfalls in the Chippawa area; and WHEREAS a CSO will be integrated with the Region's Low Lift Sewage Pumping Station; and WHEREAS the license agreement will allow the City to construct the CSO upon the Region's easement lands. THE COUNCIL OF THE CORPORATION OF THE CITY OF NIAGARA FALLS ENACTS AS FOLLOWS: 1. A license agreement with the Regional Municipality of Niagara (the "Region") to allow the Corporation of the City of Niagara Falls (the "City") to construct a Combined Sewer Overflow Tank (CSO) on easement lands of the Region, as attached hereto, is hereby approved and authorized. 2. The Mayor and Clerk hereby authorized to execute the said Agreement. 3. The Clerk is hereby authorized to affix the corporate seal thereto and to deliver the said Agreement. Passed this twelfth day of November, 2013 DEAN IORFIDA, CITY CLERK JAMES M. DIODATI, MAYOR First Reading: November 12, 2013 Second Reading: November 12, 2013 Third Reading: November 12, 2013 LICENSE AGREEMENT THIS AGREEMENT made on the 8th day of November, 2013. BETWEEN: THE REGIONAL MUNICIPALITY OF NIAGARA (the"Region") OF THE FIRST PART and THE CORPORATION OF THE CITY OF NIAGARA FALLS (the"City") OF THE SECOND PART WHEREAS the Region is the registered owner of an easement to lay, construct. operate, maintain, inspect, alter, repair, replace, reconstruct and remove gravity sewers, force mains and pumping stations (the "Easement") over certain lands and premises located within the City of Niagara Regional Municipality of Niagara, more particularly described in Schedule A hereto (the"Easement Lands"); AND WHEREAS the specific rights and obligations of the Region respecting the Easement are more particularly described in instrument number RO628046 (the "Grant of Easement") registered October 20th 1992 in the Land Registry Office of Niagara South: AND WHEREAS Ontario Hydro was the owner of the Easement Lands at the date of registration of the Grant of Easement and the Easement Lands are now owned by Ontario Power Generation, subject to the easement rights of the Region; AND WHEREAS the City has requested permission to construct a Combined Sewer Overflow Tank (the "CSO") upon a portion of the Easement Lands as shown in the plan attached hereto as Schedule"B"(the Licensed Lands"); AND WHEREAS the CSO shall form part of and be integrated with the existing Low Lift Sewage Pumping Station owned and operated by the Region but the City will remain as the owner and operator of the CSO; AND WHEREAS the City and Region will contemporaneously herewith enter into a shared funding arrangement to finance the construction of the CSO; AND WHEREAS the Region hereby grants approval to the City to construct the CSO upon the Easement Lands, subject to the terms and conditions herein; AND WHEREAS the Grant of Easement provides in section 16 thereof that the Region will not transfer, assign or sublet any part of the Grant of Easement without the consent of Ontario Hydro and further provides in section 17 thereof for the installation of additional works with the permission of Ontario Hydro; AND WHEREAS Ontario Power Generation, as successor to Ontario Hydro has consented to the construction of the CSO and approved the giving of this license. WITNESSETH that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual promises herein, the parties agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions In this License, unless there is something in the subject matter or context inconsistent therewith, the following terms have the following respective meanings: 1) "CSO" shall mean the Combined Sewer Overflow Tank described in the plans and specifications attached hereto as Schedule "C to be installed by the City on the Easement Lands and any and all related equipment and works necessary to integrate the Combined Sewer Overflow Tank with the existing Chippawa Low Lift Sewage Pumping Station operated by the Region; 2) "Easement Lands" means the lands and premises described in Schedule "A" hereto; 3) "Grant of Easement" means the grant of easement set forth in in instrument number RO628046 (the "Grant of Easement") registered October 20h 1992 in the Land Registry Office of Niagara South; 4) "License" shall mean this license agreement and all schedules referenced herein; 5) "Licensed Lands" means that portion of the Easement Lands, as shown hatched on Schedule"B" attached hereto, The City shall prepare and register at its own expense a reference plan that accords substantially to the outline of the Lands shown in Schedule "B"; 6) "License Fee" has the meaning ascribed in Section 3.2; 7) "Realty Taxes" means all real property taxes means all real property taxes, rates, duties and assessments (including local improvement rates), impost charges or levies, whether general or special, that are levied, charged or assessed from time to time by any lawful authority, whether federal, provincial, municipal, school or otherwise, and taxes payable by the Region which are imposed in lieu of, or in addition to, any such real property taxes, whether of the foregoing character or not, and whether or not in existence at the commencement of the Term, and any such real property taxes levied or assessed against the Region on account of its ownership of the Licensed Lands or its interest therein; 8) "Rental Taxes" means any and all taxes or duties imposed on the Region or the Authority measured by or based in whole or in part on the License Fee payable under the License, whether existing at the date of this License or hereinafter imposed by any governmental authority, including, without limitation, Goods and Services Tax, Harmonized Sales Tax, value added tax, business transfer tax, retail sales tax, federal sales tax, excise taxes or duties, or any tax similar to the foregoing; and 9) "Term" means the period specified in Section 2.2 and, where the context requires, any renewal, extension or overholding thereof. ARTICLE 2 DEMISE AND TERM 2.1 Demise In consideration of the fees, covenants and agreements hereinafter reserved and contained on the part of the City to be paid, observed and performed, the Region licenses to the City and the City licenses from the Region the Licensed Lands. The City accepts the Licensed Lands on an "as is" basis, 2.2 Term 1) The Term shall commence on January 8, 2014, (the "Commencement Date"), run for a period of sixty (60) years, unless terminated earlier pursuant to the provisions of this License, or extended pursuant to Subsection 2.3. 2.3 Early Termination Each Party to this Agreement shall have the right to terminate this Agreement without cause and totally in that party's discretion upon six (6) months written notice to the other. 2.4 Overholding If, at the expiration of the Term or any subsequent renewal or extension thereof, the City shall continue to occupy the Licensed Lands without further written agreement, there shall be no tacit renewal of this License, and the License thereafter shall be on a month to month basis only, and may be terminated by either party on one (1) month's notice. ARTICLE 3 LICENSE FEE 3.1 Covenant to Pay The City covenants to pay the License Fee as provided in this License. It is the intention of the parties that the License Fee payable shall be net to the Region and clear of all taxes, costs and charges arising from or relating to the Licensed Lands, and that the City shall pay all charges, impositions and expenses of every nature and kind relating to the Licensed Lands in the manner hereinafter provided, and the City covenants with the Region accordingly. 3.2 License Fee The City shall pay to the Region: 1) an annual License Fee of Two Dollars ($2.00), payable in advance by cheque, on or before the Commencement Date, and on each anniversary thereof; 2) all Realty Taxes levied, rated, charged or assessed on or in relation to the Licensed Lands. If the Region shall be required to pay Realty Taxes due to the existence of this License, the City shall be solely responsible to pay all such Realty Taxes in relation to the Licensed Lands; 3) all Rental Taxes levied, rated, charged or assessed on or in relation to the License Fee payable hereunder by the City to the Region. 4) any reasonable and substantiated costs incurred by the Region due to the City's use of the Licensed Lands including, without limitation, any increases in the Region's insurance costs; and 5) all other sums, amounts, costs, cost escalations and charges specified in this License to be payable by the City. 3.3 License Fee Past Due If the City fails to pay any License Fee when the same is due and payable, such unpaid amount shall bear interest at the rate of prime plus two per cent (2%) per annum, such interest to be calculated from the time such License Fee becomes due until paid by the City. Prime is defined to mean the rate of interest charged from time to time by The Royal Bank of Canada to its clients for consumer loans. ARTICLE 4 UTILITIES 4.1 Payment for Utilities The City shall pay promptly when due all charges, costs, accounts and any other sums payable by reason of the installation and/or supply of any utilities and services to the Licensed Lands. The City shall contract with and pay the supplier directly. 4.2 No Liability In no event shall the Region be liable for any injury to the City, its employees. agents or invitees, or to the Licensed Lands, or to any property of the City or anyone else, for any loss of profits or business interruption, indirect or consequential damages, or for any other costs, losses or damages of whatsoever kind arising from any interruption or failure in the supply of any utility or service to the Licensed Lands. 4.3 Provision of Services The City shall obtain or provide, at its own cost, any necessary services required for the City's operation and/or compliance with any laws, by-laws, ordinances, regulations and directives of any public authority having jurisdiction affecting the Licensed Lands or the use or occupation thereof. Prior to installation of any such services, the City shall obtain the Region's prior written consent, which consent shall not be unreasonably withheld or delayed. ARTICLE 5 USE OF LICENSED LANDS 5.1 Use of the Licensed Lands The City acknowledges that the Licensed Lands will be used solely for the purposes of installing and operating the CSO; Unless otherwise agreed in writing. the only equipment or other works the City shall be entitled to install upon the Licensed Lands shall be the CSO. If the City desires to add additional works it shall do so only with the consent of the Region and Ontario Power Generation, in writing (which consent may not be unreasonably withheld by the Region). City shall provide the Region notice in writing, not less than six months prior to the proposed installation, of its desire to install additional works only. 5.2 Observance of Law The City shall, at its own expense, comply with all laws, by-laws, ordinances, regulations and directives of any public authority having jurisdiction affecting the Licensed Lands or the use or occupation thereof including, without limitation, Niagara Region, Ministry of the Environment (MOE) regulations, requirements of the police, fire and health regulations and requirements of the fire insurance underwriters. Without limiting the generality of the foregoing: 1) where, during the Term, the City has, through its use or occupancy of the Licensed Lands, caused or permitted a release of a contaminant at, from or to the Licensed Lands, the City shall immediately clean up such contaminant from the Licensed Lands, and any affected areas, at the City's expense; and 2) on the termination of this License for any reason, the City shall remove, at its expense, any contaminant or contamination which, through the City's use or occupancy of the Licensed Lands, it has brought to or created at the Licensed Lands. 5.3 Waste, Nuisance The City shall not do or suffer any waste or damage, disfiguration or injury to the Licensed Lands, and shall not use or permit to be used any part of the Licensed Lands for any illegal or unlawful purpose or any dangerous, noxious or offensive trade or business, and shall not cause or permit any nuisance in, at or on the Licensed Lands. ARTICLE 6 MAINTENANCE, REPAIRS AND ALTERATIONS OF LICENSED LANDS 6.1 City's Obligations The City covenants to keep and maintain the Licensed Lands and CSO in a good and reasonable state of repair consistent with the general standards applicable to lands and works of a similar nature. The obligations of the City include, without limitation, waste disposal, snow removal, landscaping and pest control for the Licensed Lands. The City shall, on a regular basis, be responsible for the control and clean- up of debris on the Licensed Lands. The City shall be responsible at all times for the removal of all soil contaminated by the City, its officers, employees, contractors, agents and invitees as a result of its use of the Licensed Lands. If the Region must clean up the Licensed Lands due to the neglect or refusal of the City, it shall do so at the expense of the City. The reasonable costs of the clean- up in such event will be payable by the City as an additional License Fee. 6.2 Inspection and Repair on Notice The City, at its own cost, shall promptly affect all repairs necessitated by the City's use of the Licensed Lands. The Region, its officers, employees, servants. agents and contractors shall be entitled to enter upon the Licensed Lands at any time, without notice, for the purpose of inspecting the Licensed Lands and may direct the City to undertake all such repairs as the Region may in its discretion consider necessary for the safe use and preservation of the Licensed Lands. The Region, its officers, employees, servants, agents and contractors shall be entitled to enter upon the Licensed Lands at any time, without notice, for the purpose of making emergency repairs, and during normal business hours on reasonable prior notice, for the purpose of inspecting and making repairs, alterations or improvements to the Licensed Lands. The City shall not be entitled to compensation for any inconvenience, nuisance or discomfort occasioned thereby. The Region, its officers, employees, servants, agents and contractors may, at any time and from time to time, on reasonable prior written notice, enter upon the Licensed Lands to remove any article or remedy any condition which, in the opinion of the Region, would likely lead to the cancellation of any policy of insurance. 6.3 Alterations The City will not make or erect in or to the Licensed Lands any installations, alterations or additions without first submitting drawings and specifications to the Region and obtaining the Region's prior written consent. The City must further obtain the Region's, and Ontario Power Generation's, prior written consent to any change or changes in such drawings and specifications. Such work shall be performed by qualified contractors engaged by the City. The City shall submit to the Region's reasonable supervision over construction and promptly pay to the contractors when due, the cost of all such work and of all materials, labour and services involved therein and of all decoration and all changes to the Licensed Lands, its equipment or services necessitated thereby. 6.4 Construction Liens If any construction or other lien or order for the payment of money shall be filed against the Licensed Lands by reason of or arising out of any labour or material furnished to the City or to anyone claiming through the City, the City, within five (5) days after receipt of notice of the filing thereof, shall cause the same to be discharged by bonding, deposit, payment, court order or otherwise. The City shall defend all suits to enforce such liens or orders against the City at the City's sole expense. The City indemnifies the Region against any expense or damage incurred as a result of such liens or orders. 6.5 Surrender of Licensed Lands At the expiration or earlier termination of this License, the City shall peaceably surrender and give up to the Region vacant possession of the Licensed Lands. The City shall also upon termination of this License, remove, or with the consent of the Region and Ontario Power Generation in writing, decommission, the CSO in a manner that meets the then current standards of both the Region and Ontario Power Generation. The Region shall not be obligated to consent unless. acting reasonably, the Region determines the CSO can be decommissioned in a manner that returns the Easement Lands substantially to their former condition and will not materially interfere with future use of the Easement Lands by either the Region or Ontario Power Generation. . ARTICLE 7 INSURANCE AND INDEMNITY 7.1 City's Insurance The City and every sublicensee shall, during and throughout the entire Term, at its sole cost and expense, take out and maintain in full force and effect insurance and provide evidence of same in accordance with following minimum requirements: 1) Commercial General Liability Insurance Commercial General Liability insurance insuring the City and covering the Licensed Lands and all permitted uses thereof by the City as described in the Agreement to a limit of not less than FIVE MILLION DOLLARS ($5,000,000) per occurrence and in the aggregate. The policy will be extended to include: a) bodily injury, death and property damage; b) cross liability and severability of interest; c) blanket contractual; d) premises and operations; e) personal and advertising injury; f) broad form property damage; g) products and completed operations; h) owner's and contractors protective; i) non-owned Automobile to a limit of not less than TWO MILLION DOLLARS ($2,000,000); The policy shall be endorsed to: a) include the owner as an additional insured; and b) contain an undertaking by the insurers to give thirty (30) days prior written notice in the event that there is a material change in the foregoing policies or coverage affecting the Additional Insured(s) or cancellation of coverage before the expiration date of any of the foregoing policies. 2) Automobile Insurance a) Automobile Insurance (OAP1) for both owned and leased vehicles with inclusive limits of not less than TWO MILLION DOLLARS ($2,000,000). The policy shall contain an undertaking by the insurers to give fifteen (15) days prior written notice in the event that there is a material change in the foregoing policies or coverage affecting the Additional Insured(s) or cancellation of coverage before the expiration date of any of the foregoing policies. 3) Pollution Liability Insurance Pollution liability insurance to a limit of no less than FIVE MILLION DOLLARS ($5,000,000) insuring the Licensed Lands and uses by the City arising from this Agreement, for third party liability losses arising from a pollution event with respect to the Licensed Lands. 4) Other Insurance Any other type (e.g. Environmental), form or as otherwise may be required from time to time as identified at any time by either party. 5) Policy Requirements All policies of insurance shall: a) be written with an insurer licensed to do business in Ontario: b) be non-contributing with, and will apply only as primary and not excess to any other insurance or self-insurance available to the Region: 6) Certificates of Insurance Certificates of insurance originally signed by authorized insurance representatives shall be delivered to the Region prior to the commencement of the Services, on a form of Certificate of Insurance which is acceptable to the Region. The Certificate of Insurance must comply with these insurance requirements and must be on the Region's form of Certificate of Insurance, which can be found on the Region's website — wvrN_magararegion_caibusness/fpricert-insurance asp:. If the Certificate of Insurance is provided in a non-original form (e.g. a facsimile, photocopy or scanned electronic copy), the City acknowledges and agrees that the Region is fully entitled to treat any such Certificate as an original and that the City will be responsible for the accuracy and validity of the information contained therein. If required by the Region, certified copies of all the above-mentioned policies shall be delivered to the Region. All subsequent policy renewals and certificates of insurance thereafter. during the time that this Agreement is in force, shall be forwarded to the Region within fifteen (15)days of their renewal date. 7.2 City Indemnity The City will indemnify and save harmless the Region, its elected officials, officers, employees, contractors and agents from any and all losses or claims. actions, demands, liabilities and expenses in connection with loss of life, personal injury and/or damage to or loss of property: 1) arising directly or indirectly howsoever out of any occurrence in or about the Licensed Lands or from the existence of the CSO on the Licensed Lands, 2) occasioned or caused wholly or in part by any act or omission of the City or anyone for whom it is in law responsible: or 3) arising from any breach by the City of any provision of this License. ARTICLE 8 ASSIGNMENT AND SUBLICENSING 8.1 Assignment, Sublicensing The City shall not assign, sublicense or part with the possession of the Licensed Lands or any part thereof without the prior written consent of the Region and Ontario Power Generation. ARTICLE 9 DAMAGE AND DESTRUCTION 9.1 Damage or Destruction to Licensed Lands If the Licensed Lands or any portion thereof are damaged or destroyed by any cause whatsoever, either party may terminate this License by giving to the other party, within thirty (30) days after such damage or destruction, notice of termination, and thereupon the License Fee and other payments hereunder shall be apportioned and paid to the date of such damage or destruction, and the City shall immediately deliver up vacant possession of the Licensed Lands to the Region. ARTICLE 10 DEFAULT 10.1 Default and Right to Re-enter Any of the following constitutes an Event of Default under this License: 1) any License Fee due is not paid within five (5) days after notice in writing from the Region to the City; 2) the City has breached any of its obligations in this License and, if such breach is capable of being remedied and is not otherwise listed in this Section 10.1, after notice in writing from the Region to the City: a) the City fails to remedy such breach within five (5) days (or such shorter period as may be provided in this License); or b) if such breach cannot reasonably be remedied within five (5) days (or such shorter period), the City fails to commence to remedy such breach within five (5) days of such breach, or thereafter fails to proceed diligently to remedy such breach; 3) the City makes an assignment or sublicense without the prior written consent of the Region; or 4) any insurance policy covering any part of the Licensed Lands is, or is threatened to be, cancelled or adversely changed (including a substantial premium increase) as a result of any action or omission by the City or any person for whom it is legally responsible. 10.2 Default and Remedies 1) If and whenever an Event of Default occurs, then, without prejudice to any other rights which it has pursuant to this License or at law, the Region shall have the following rights and remedies, which are cumulative and not alternative: a) to terminate this License by notice to the City or to re-enter the Licensed Lands and repossess them and, in either case, enjoy them as of its former estate, and to remove all persons and property from the Licensed Lands and store such property at the expense and risk of the City or sell or dispose of such property in such manner as the Region sees fit without notice to the City: b) to remedy or attempt to remedy any default of the City under this License for the account of the City and to enter on the Licensed Lands for such purposes. No notice of the Region's intention to remedy or attempt to remedy such default need be given to the City unless expressly required by this License, and the Region shall not be liable to the City for any loss, injury or damages caused by acts of the Region in remedying or attempting to remedy such default. The City shall pay to the Region all expenses incurred by the Region in connection therewith. 10.3 Costs The City shall pay to the Region all damages, costs and expenses (including, without limitation, all legal fees on a substantial indemnity scale) incurred by the Region in enforcing the terms of this License, or with respect to any matter or thing which is the obligation of the City under this License, or in respect of which the City has agreed to insure or to indemnify the Region. 10.4 Remedies Cumulative Notwithstanding any other provision of this License, the Region may from time to time resort to any or all of the rights and remedies available to it in the event of any default hereunder by the City, either by any provision of this License, by statute, or common law, all of which rights and remedies are intended to be cumulative and not alternative. The express provisions contained in this License as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available to the Region by statute or common law. ARTICLE 11 GENERAL 11.1 Force Majeure Neither party shall be responsible for delays or non-performance of this License resulting directly or indirectly from impediments beyond its reasonable control (other than financial inability or by application of law), including without limitation, any delay caused by fire, strike, lockout, or other impediments beyond the reasonable control of such party and not caused by an act or omission of such party, provided in the event of such delay or non-performance, the party continues to act reasonably to resolve such delay or non-performance. 11.2 Effect of Waiver or Forbearance No waiver by any party of any breach by the other party of any of its covenants, agreements or obligations contained in this License shall be or be deemed to be a waiver of any subsequent breach thereof or the breach of any other covenants. agreements or obligations, nor shall any forbearance by any party to seek a remedy for any breach by the other party be a waiver by the party so forbearing of its rights and remedies with respect to such breach or any subsequent breach. The subsequent acceptance of License Fees by the Region shall not be deemed a waiver of any preceding breach by the City of any term, covenant or condition regardless of the Region's knowledge of such preceding breach at the time of the acceptance of such License Fees. All License Fees and other charges payable by the City to the Region hereunder shall by paid without any deduction, set-off or abatement whatsoever, and the City waives the benefit of any statutory or other right in respect of abatement or set-off in its favour at the time hereof or at any future time. 11.3 Notices Any notice, request or demand herein provided for, or given hereunder, if given by the City to the Region shall be sufficiently given if delivered personally or by prepaid registered mail at the address provided for below during normal business hours, or sent by facsimile transmission to the numbers shown below: The Regional Municipality of Niagara 2201 St. David's Road, P.O. Box 1042 Thorold, Ontario L2V 4T7 Attention: Real Estate Services, Properties Management Division Facsimile: 905-641-5240 Any notice, request or demand herein provided for, or given hereunder, if given by the Region to the City shall be sufficiently given if delivered personally or by prepaid registered mail at the address provided for below during normal business hours, or sent by facsimile transmission to the numbers shown below: The Corporation of the City of Niagara Falls 4310 Queen Street P.O Box 1023 Niagara Falls, Ontario L2E 6X5 Attention: Legal Department Any notice mailed as aforesaid shall be conclusively deemed to have been given five (5) business days following the day on which such notice is mailed, or if sent by facsimile transmission, on the date following transmission. Either the Region or City may at any time give notice in writing to the other of any change of address of the party giving such notice. From and after the giving of such notice, the address therein specified shall be deemed to be the address of the party for the giving of such notice thereafter. 11.4 Right Personal to the City The permission hereby granted to use the Licensed Lands as described herein is personal to the City. Nothing herein contained shall be construed as giving the City any easement, title, right or interest in the Licensed Lands. Notwithstanding the termination of the License, the City agrees that all of its obligations under this License shall not merge but survive termination and the City shall not be released from those obligations until the Equipment has been removed from the Licensed Lands and the Licensed Lands have been restored to a condition deemed satisfactory to the Region. 11.5 Registration Neither the City nor anyone on the City's behalf or claiming under the City shall register this License or a notice of license against the Licensed Lands. 11.6 Number, Gender, Effect of Headings Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders, and words importing persons shall include firms and corporations and vice versa. The division of this License into Articles and Sections and the insertion of headings are for convenience of reference only, and shall not affect the construction or interpretation of this License. 11.7 Severability Should any of the terms of this Agreement be found to be illegal, unenforceable or ultra vires by a court of competent jurisdiction, then those terms so found shall be severable from this License and the remaining terms herein shall continue in full force and effect. 11.8 Entire Agreement There are no covenants, representations, warranties, agreements or other conditions expressed or implied, collateral or otherwise, forming part of or in any way affecting or relating to this License, save as expressly set out or incorporated by reference herein, and this License constitutes the entire agreement duly executed by the parties, and no amendment, variation or change to this License shall be binding unless the same shall be in writing and signed by the parties. 11.9 Successors and Assigns The rights and liabilities of the parties shall enure to the benefit of their respective heirs, executors, administrators, successors and permitted assigns, subject to any requirement for consent by the Region hereunder. 11.10 Confidentiality Subject to the Region's obligations under the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, as amended, each party shall, except with the prior written consent of the other party: 1) not use or disclose to any other person or entity any confidential information disclosed by any party, except as necessary for the performance of their respective responsibilities under this License; and 2) limit access to all confidential information disclosed by any party to such employees, agents, consultants, affiliates, lenders and advisors as have a direct need to know in connection with this License. 11.11 Time of the Essence Time shall be of the essence of this License. Any time limits specified in this License may be extended with the consent in writing of both the City and the Region, but no such extension of time shall operate or be deemed to operate as an extension of any other time limit, and time shall be deemed to remain of the essence of this License notwithstanding any extension of any time limit. [Remainder of page intentionally left blank] IN WITNESS WHEREOF the parties have duly executed this License. THE REGIONAL MUNICIPALITY OF NIAGARA Per: Name: Betty Mathews-Malone P.Eng. Title: Acting Commissioner of Public Works I have the authority to bind the Corporation. THE CORPORATION OF THE CITY OF NIAGARA FALLS Per: Name: Title: Per: Name: Title: INVe have the authority to bind the Corporation. SCHEDULE "A" Easement Lands Schedule "B" Licensed Lands Schedule "C" CSO a- c0 1 Ls 9 1 i;-,LI 7 ----- s�F< .w — vi, l m L-\,,, C I � t tl 1 It � t r I �k 1,1 " _ I 3e is 1 ��° 5g9� :g�°�61/fi :1! l' i i s" 1 iIy 11 I i € 11 II I 'I ‘� 3 11 I Ib ° ‘. ), / SCHEDULE"Al'-The 'Easement Lands" I - I. ll €N 3 I 1' PI h, pi z ° t � 0 1 1 112 Z d -: 6\ j � 1�.. 1 1 h Cell J 5: n i u W �I` 1 ' Ill I C I �i Hi' �y`� y, 11 6f� �W" �'�`.1), ' Ig' W ; a .' , m a i �� Wit, is Q I ; I -rI h' SCHEDULE"8"-The"Licensed Lands ._ — all _— 4 1, , • ! a : iii I I PI; — -V1 II I rr •. a> ■ z Z 9 II �, — iyi i. II s fro n� t , � _ ! K I i i I e - ,f ll � a -g s i !�� i1 k�II • . d �° u I. It 1 j- ' I I ! I.; ;nnq tI • T CI o .I z •. �.a I 8 4'I I � II I I SCHEDULE"C The"CSO"