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HomeMy WebLinkAbout11 049 CTODS Lease Agreement By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE • lim fw, IIYttA BY-LAW NO. 2011 — 049 BEING A BY -LAW TO ENTER INTO A LEASE AGREEMENT WITH CANADIAN TODS LIMITED WHEREAS Sections 8 (1) and 9 of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, provide 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 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 the Municipality of Kincardine adopted a tourism signage strategy in partnership with the County of Bruce; AND WHEREAS the Council of The Corporation of the Municipality of Kincardine deems it advisable to enter into a lease agreement with Canadian TODS Limited for signage promoting the Municipality's Lakeside Downtown; NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine ENACTS as follows: 1. That the Corporation of the Municipality of Kincardine enter into a lease agreement with Canadian TODS Limited for signage promoting the Municipality's Lakeside Downtown. • 2. That the Mayor and Chief Administrative Officer be authorized and directed to sign and execute, on behalf of The Corporation of the Municipality of Kincardine, the Agreement with Canadian TODS Limited attached hereto as Schedule 'A' and to affix the corporate seal. 3. That this by -law shall come into full force and effect upon its final passage. 4. That this by -law may be cited as the "CTODS Lease Agreement By -law ". READ a FIRST and SECOND time this 6 day of April, 2011. 0 is / v„a. tat. 0 yor Clerk o READ a THIRD time and FINALLY PASSED this 6 day of April, 2011. o•,ma a9R • layor Clerk la i 120 Whihnore Rd, Unit 8, Woodbridge, Ontario L4L -8A3 GENERAL CRITERIA To be eligible for tourism signing, a tourist activity must comply with the following General Criteria. 1. The operation must serve transient customers and be open to the general public. 2. The operation must comply with all applicable federal, provincial and municipal legislation. 3. The operation rnust be accessible by a road open to traffic. 4. The operation must be open to the public at least 12 consecutive weeks per year, unless otherwise specified in the Specific Criteria for that type of operation. 5. The operation must be open at least five days a week during its operating season (unless specified otherwise in the Specific Criteria), on advertised set days and limes. 8. The operation must have a reception structure — a controlled gate, staffed reception and orientation point, or permanent interpretation panels or displays. 7. The operation must advertise its location, operating season and hours, contact information, and fad/ dies either in MEDTT tourism publications, or in publicity material negularty distributed througji Ontario Regional Tourist Information Centres. 8. The operation must be within 40 kilometers of the intersection of the provincial roadway, except that where sigh space is not required for nearer operations, more distant operations can be signed. Ph: (905) 851 -1322, Fax (905) 8514724, Toll Fret 1. 888.283 -9333 RURAL DOWNTOWNS King's Highways Freeways Full TODS signing beginning Full TODS signing on Freeway with on nearest King's highway. TODS trailblazing to site. To be eligible for signing as a Rival Downtown_ the operation must: Meet basic criteria: Is a not - for -profit organization; Provides a motion approved by the municipal council in the municipality in which the sign is to be located that supports the application for signage; Has a population of less than 10.000; Is eligible for signing off a rural freeway or highway; Where space is available: Tourism Operators are given priority; Applies to cin&le Township(s) within the municipality. Signing is based on population - tourism attendance does not apply; Regular attraction signs apply — not eligible for major attraction signs: Retail district has at least 25 retailers within at least 4 sectors within the North American Industry; Classification System (NAICS) from the following list: Furniture and Home Fumishings Stores ( NAICS 442) Electronics and Appliance Stores (NAICS 443) Food and Beverage Stores ( NAICS 445) Health and Personal Care Stores (NAICS 446) Clothing and Clothing Accessories Stores (NAICS 448) Sporting Goods. Hobby. Book and Music Stores (NAICS 451) General Merchandise Stores (NAICS 452) Miscellaneous Store Retailers (NAICS 453) Arts, Entertainment and Recreation (NAICS 71) Accommodation and Food Services (NAICS 72) Note: The North American Industry Classification System (NAICS) Canada, 2007 is the current Classification in use at Statistics Canaria Bilingual signing is available. Please ask your Account Executive for details. CERTIFICATION NOTICE: I certify that the operation for which I have contracted signage complies with the above given General Criteria and Specific Criteria for the Operation type being signed. �yy�y 1 y� ' Advertiser: Lr l0c leoptn.�9LJ •1W ti By: 11atichiRyNi_v(IPi1`lf'.1� N'V ova Signature: ` Signed this p day of \ . 20 y) . 551 fur!: 1 •. ao L. MDhn dt ensenr, 11 RURAL DOWNTOWNS A, CANADIAN TODS LIMITED TOURISM - ORIENTED DIRECTIONAL SIGNING (TODS) Date: c}CC O)c A D New: Territory #:_1_ Customer Name: 40 mUN(Ct LAD/ Of KA/CM -hit( Email: 5 'oW(Yt3u./2lGlkardl fie / . /re+ Customer Billing Address: Plc CONCESSrt1v1 * S 1 /W xI N G 4 1 - b i A t F f ) b a) k/ .)( o Contact: 6 MU* Phone: 5M -riot � n Advertiser: � �E51►v � T .1N if Type of OperationAcon: Eligibility Category: +t Ai. t .)tJTb4Jr_.1 Website: Customer hereby authorizes and instructs Canadian TODS, Limited ( "CTL ") to install and maintain TODS Signs as described below, or as per ttached for a period of 3 yea commencing on or about t4RAAIC (n'R Relic tf.S AEGeapT. OF C X oc tr AAken EKr FOR OFFICE USE ONLY Billing Start Date: Billing End Date: Tourist Oriented Activity: Customer A/C #: Salesperson: Sandra Peters Market Code: RT. CROSS COUNTY Tref Edit RT SIGN Major/ ML RAMP T8 PRICE/ ROAD Dir. TYPE TYPE Reg SIGN SIGN YEAR CONT.# _bba- DJQttA MSt • hum N / ifU AC 011. Re 1 63 al Duk.aylyytst. &ULC U. ea 1 S153a VM �x�' u.. - 1 .ft. 5' CF s V aPv� #t tu. £ / 'Sirs-et 469 x' �( o2. n . s tm'4= *1I%en One time application fee $50.00 4542_ ED 13% HST S - Total r 013.73Y Due Customer understands that CTL will install and maintain business signs in accordance with CTL's contract with the Ministry of Transportation (MTO) and the Ministry of Tourism (MTOUR) (collectively referred to as the "Ministries') under the Ministries' Tourism Oriented Highway Signing Program. Customer represents and warrants that it is, and will continue to be during the term of this contract and any extensions thereof, a tourist oriented service establishment that provides services, with all facilities and operations for such service as required for participation in the Ministries' TODS Sign Program, as outlined in the MTOUR and the MTO Rules and Regulations pertaining to the Tourism Oriented Highway Signing System. }}�� ■ In Consideration of the herein described service, Customer hereby agrees to pay CTL the amount of It I f C3Q3.8q- Dollars, inck/ding GST, ($ 1 3 such .8"1) being the current price for sh service for the first year. CTL may adjust annually based on the performance of the Ontario All Items Cons Price Index (CPI) and Customer further agrees to pay to CTL, within fifteen (16) days of written notice of the amount, the increase in the price for such service for the period from the effective date of such increase to the anniversary of the term hereof. THIS CONTRACT IS SIGNED AND ACCEPTED SUBJECT TO THE STANDARD CONDITIONS ATTACHED AND ALL RULES AND REGULATIONS CONTAINED IN THE CRITERIA FOR PARTICIPATION FOR THE ONTARIO TOURISM ORIENTED HIGHWAY SIGNING SYSTEM. Accepted this day of 20 CANADIAN TODS, LTD. CUSTOMER:CIb MUNICIPAUTI7 OF kt Nc 1/4e0•I H.c' BY: BY: Sr, N lU ('fbr (Print Na ) fairiVait btNbIAL MANM, t< ell. • • 1 Billing Address: 1 41 f /t ofC IasJ elf g,Qc WtNCALA)we (�.f + Nay oL ) 1 f., In consideration of Canadian TODS Limited entering into this contract with Customer, the undersigned ('Surety') guarantees and becomes a surety for Customer in favor of CTL for all sums due by Customer under this contract. The obligation of Suety is joint and several with Customer for the full performance of all of Customer's obligation under this contract or any continuations. Surety consents to all extensions. Surety waives any benefit that may allow him/her to limit this obligation to less than the full obligation of Customer. his understood that, without this guarantee or surety agreement, CTL would not be wiling to enter into this contract with Customer. Signed this f,6 +h 6f) day of V) 20 \ 1 SURETY SIGNATURE —�- -- Print Name: H(1101' 1 S /Ertl `CYOein".1 Address: Sari$ S7nafufe : : e3 -e °_ Pt lni P re';.C.& sir K ); entC; \ Standard Conditions • 1. SIGNS FURNISHED. The Customer acknowledges that all TODS signs are the property of MTO. 2. MAINTENANCE 'AND REPAIRS: CTL will inspect the business signs and TODS k least twice a year. CTL shall be responsible for regular cleaning of the business signs and TODS and shall clean them as required. • • 3. CANCELLATION AND REFUND: In,the event of expiration of the Contract Agreement, or any portion of the Contract Agreement, between CTL and the Ministries, or in the event that a section of Highway is transferred to a mynicipality where Customer's business signs are located and are required to be removed, the unexpired portions a this agreement shall' be subject to cancellation and refund by CTL of any unearned, prepaid charge. • 4. CUSTOMER represents and warrants that it is, and will continue at all times during this contract, to be in conformity with all Federal and Provincial laws including those requiring Customer to provide its services without regard to race, color, sex, religion, age or national origin. Customer agrees to furnish CTL with a statement to this effect prior to the erection of the business sign. It is the responsibility of the Customer to supply accurate attendance figures In order to meet criteria to participate. In the event a dispute or legal proceeding arises between two Customers regarding attendance figures as it relates to the priority of participation, the Customer who has the Tower attendance numbers for the most recent twelve (12) month period prior to the claim will be responsible for all legal costs associated with resolving the dispute. This will be inclusive of costs incurred by MTOUR, MTO, Canadian TODS Ltd., and the other Customer. 5. COMMENCEMENT OF CONTRACT. The commencement date for service is the actual date of completion of installation, or average date if more than one display, of all display(s) covered by this contract. 6. CLARIFICATION OF TERMS OF THE CONTRACT. The terms "Canadian TORS Limited ° (CTL) and `Customer" when used herein shall include either singular or plural, masculine or feminine as the case may be; and the provisions of this contract shall bind the parties mutually and their heirs, executors, administrator, successors, and assigns. The agent, officer or employee of Customer who has executed this contract hereby represents that he is duly authorized to make this contract on behalf of the Customer` Whenever °CTL' is used in this contract it shall refute Canadian TODS Limited. "Business Sign" means separately attached sign mounted on a Tourist Oriented Directional Sign structure to show the name, brand, symbol, logo, Trademark, or combination of these for the Customer's tourist oriented service available on a crossroad at or, near an intersection maintained by CTL in accordance with its contract with the Ministries. 7. ARTWORK. If CTL is requested by Customer to submit artwork, then artwork submitted by CTL shall be approved or substitute artwork shall be • furnished by Customer within ten (10) days after submission. In case of default in furnishing or approval of artwork by Customer, then commencement of service shall be deemed to occur on the dates on which the various spaces are available for service. Customer warrants that approved artwork does not infringe upon any trademark or copyright, state or provincial. Customer agrees to defend, indemnify, and hold CTL and the Ministries free and harmless from any and all loss liability, claims and demands, including attomey's fees, arising out of character, contents or subject matter of any design displayed pursuant to this contract. CTL reserves the right to reject any design or logo not acceptable to the Ministries. 8. ACCEPTANCE OF CONTRACT. This contract shall become binding upon execution of a duly authorized officer or agent of Customer and acceptance by an officer of CTL. CTL may take reasonable time to check credit and retains the right not to accept this contract. However, if this contract is not accepted within thirty (30) days after signing by Customer and receipt of billing, Customer may give written notice of termination to CTL If CTL has executed contract prior to acceptance by Customer, such execution shall be deemed null and void by CTL without notice, if not accepted by Customer and delivered to CTL within fifteen (15) days after execution by CTL. 9. SEVERABIUTY. This contract is to be govemed by and construed according to the laws of the Province of Ontario. Any provisions of this contract which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. To the extent permitted by applicable law, Customer hereby waives any provision of law which renders any provision hereof prohibitive or unenforceable in any respect. 10. ASSIGNMENT. In the event that the Contract Agreement between CTL and the Ministries is terminated, this agreement shall be assigned to the Ministries or their designate, at no cost to the Ministries. 11. UNCONTROLLABLE, DELAYS AND INTERRUPTIONS TO SERVICE. CTL shall not be liable for loss or damage on account of delay(s) due to inclement weather, fire, or other casualty loss, strikes, govemmental laws, rules or regulations, act of Providence, or any other reason not in CTL's control. In the event CTL is responsible for a delay or interruption, CTL may either issue necessary credit(s) or extend the contract beyond its termination date to make up for the delay or interruption. In the event any of the locations covered by this contract become so impaired as to permanently destroy the advertising value, Customer may delete such location from this contract. In either case, Customer shall be given credit, pro rata, for the deleted location, and it shall have no further rights against CTL In the event that Customer's business sign must be removed in accordance with the Contract between CTL and the Ministries, service facilities signing priority and bumping, that location will be deleted from this contract. 12. UPON DEFAULT in the punctual payment of the contract indebtedness or any part thereof, as the same shall become due and payable, the entire amount of the indebtedness contracted for herein shall be matured and shall be due and payable immediately, at the option of CTL„ and unless 'same is • promptly paid, CTL may, at its option, discontinue, without notice, the service contracted for herein; provided, however, that such discontinuance shall not relieve Customer of the contract indebtedness. All payments in arrears shalt bear interest at the highest contract rate permitted by law, not to exceed 1 •r416 per month. In addition, Customer shall pay CTL all costs and expenses of exercising its right under this contract, including reasonable attomey's fees of not less than 25% of the amount due, or $250.00 whichever is greater. 13. IN THE EVENT that trailblazing signs or any part of the. customer's TODS signing system is removed or no longer permitted by the controlling authority`, i.e. Region, County, Municipality or Province, CTL will remove the remaining, signage affected and refund any unearned prepaid charges less removal costs. Further, CTL•shall not be responsible for any loss or damage to signs, which may be part of the trailblazing system, not constructed and/or installed by CTL 14. THIS CONTRACT, front and back, constitutes the entire agreement between Customer and CTL. CTL shall not be bound by any stipulation, condition, or agreement, not set forth herein. Waiver by CTL of any breach of any provision shall not constitute a waiver of any other breach of that provision or any other provision.