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HomeMy WebLinkAbout09 174 Coast FM Assignment Agreement (My Broadcasting Corporation) By-LawTHE CORPORATION OF THE MUNICIPALITY OF KINCARDINE KBT q�unoFK� BY -LAW NO. 2009 —174 BEING A BY -LAW TO AMEND BY -LAW NO. 2006 — 038 BEING A BY -LAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT WITH 1191827 ONTARIO INC. (THE COAST FM) TO FACILITATE THE PLACEMENT OF ANTENNAS ON THE WARD 1 WATER TOWER WHEREAS Section 8 (1) of the Municipal Act, 2001, S.O. 2001, c. 25, as • amended, provides that the powers of a municipality under this or any other Act shall be interpreted broadly so as to confer broad authority on the municipality to enable the municipality to govern its affairs as it considers appropriate and to enhance the municipality's ability to respond to municipal issues; AND WHEREAS pursuant to the said Municipal Act, Section 9 provides that a municipality has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS with the passage of By -law No. 2006 — 038 the Council of The Corporation of the Municipality of Kincardine entered into an agreement with 1191827 Ontario Inc. (The Coast FM) to facilitate the placement of antennas on top of the Municipality of Kincardine Ward 1 Water Tower in order to accommodate radio broadcasts from the Municipality; AND WHEREAS Section 6 of the agreement attached as Schedule 'A' to By -law No. 2006 — 038 states that the Coast FM may not assign the said agreement without the approval and consent of the other party; is AND WHEREAS with the sale of 1191827 Ontario Inc. (The Coast FM) it is being requested that the said agreement between the Municipality of Kincardine and 1191827 Ontario Inc. (The Coast FM) be assigned to the purchaser, known as 2079966 Ontario Limited (My Broadcasting Corporation); NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine ENACTS as follows: That The Corporation of the Municipality of Kincardine assign the said agreement, formerly with 1191827 Ontario Inc. (The Coast FM), to 2079966 Ontario Limited (My Broadcasting Corporation). 2. That the Mayor and Chief Administrative Officer be authorized to sign and execute, on behalf of The Corporation of the Municipality of Kincardine, the Lessor's Certificate attached to this by -law as Schedule `A', and to affix the corporate seal as required. 3. That this by -law shall come into full force and effect upon its final passage. • .../2 Page 2 Assign The Coast FM Agreement (My Broadcasting Corporation) By -law By -law No. 2009 - 174 r� • 4. That this by -law may be cited as the "Coast FM Assignment Agreement (My Broadcasting Corporation) By -law ". READ a FIRST and SECOND time this 2 nd day of December, 2009. 0 4or Clerk READ a THIRD time and FINALLY PASSED this 2 day of December, 2009. Mayor • LESSOR'S CERTIFICATE TO: My Broadcasting Corporation Re: Transfer of Shares of 2079966 Ontario Limited to My Broadcasting Corporation (the "Purchaser ") Closing Date: November 30, 2009 AND RE: Agreement executed March 23, 2006 between The Municipality of Kincardine (the "Lessor ") and 1191827 Ontario Inc. The Coast FM (the "Lessee "), Placement of Radio Antennas on the Ward 1 Water Tower, Kincardine, Ontario THE LESSOR HEREBY ACKNOWLEDGES, COVENANTS AND CERTIFIES as follows: Attached hereto is a true copy of the Agreement by which the Lessee exercises the rights provided for therein. 2. The Agreement is in full force and effect and is subject to no variation in or addition to the terms contained therein save and except as provided for in this Certificate. 3. The rights of the Lessor and the Lessee in the Agreement have not been assigned prior to this date of this Certificate. 4. The payment provided for in the Agreement is $1,000.00 per year and has been paid for the period January through December 2009. 5. The payment for Hydro has been paid as provided in the Agreement for the period January through December, 2009. 6. The Lessor has received no deposit or prepayment other than as set out herein. 7. None of the Lessee's obligations under the Agreement has been waived, released, reduced or abated, or is subject to any abatement, set -off, counterclaim, deduction or defence or is affected by any other agreement, document or understanding and there is no outstanding breach of any obligation of the Lessee under the Agreement. 8. There is no outstanding notice to the Lessor or the Lessee of any defect in or to the Tower or the equipment referred to in the Agreement or request for repair to the same for which either party is responsible. 9. The Lessor hereby consents to the Assignment by the Lessee to 2079966 Ontario Limited of the interest of the Lessee in and to the Agreement and releases and discharges 1191827 Ontario Inc. from and against all liability pursuant to the Agreement as of completion of the Assignment. 10. The acknowledgements, covenants and certifications herein are given for good and valuable consideration, the receipt and sufficiency of which are acknowledged, are binding upon the Lessor, its successors and assigns and enure to the benefit of and may be relied upon by the Lessee and 2079966 Ontario Limited, and their respective successors and permitted assigns. DATED this � na day of 2009. THE MUNICIPALITY OF KINCARDINE Per: n ,- � ,- Name: L t1W L_PLR E M E (Z Title: QA Name:_)Dhn AC KDcZnI'D l Title: C AD I /we have authority to bind the Corporation