A By-Law to Authorize an Agreement Between the City of The

BY.LAW NUMBER 94 OF 2OL4 OF THE CITY OF SARNIA "A By-Law to Authorize an Agreement between the City of Sarnia and the Sarnia Sting" (Re: RBC Centre Lease) WHEREAS it is deemed expedient that The Corporation of the City of Sarnia enter into an agreement with The Sarnia Sting. NOW THEREFORE the Municipal Council of The Corporation of the City of Sarnia enacts as follows: 1 The Corporation of the City of Sarnia is authorized to enter into an Agreement with The Sarnia Sting in the general form of the Agreement, a copy of which is annexed to this By-Law. 2 The Mayor and Clerk are authorized to execute such Agreement and to affix to it the Corporate Seal of the Corporation of the City of Sarnia. 3 This By-Law comes into force and effect upon finally being passed. FINALLY PASSED this 29th day of September, 2O!.4. Mike Bradley Mayor cy ht-Laking City Clerk Execution Copy THIS AGREEMENT made as of the lst day of July, 2014. BETWEEN: Corporation of the City of Sarnia (A corporation duly incorporated under the laws of the Province of Ontario; Hereinafter referred to as'tCity") OF THE FIRST PART; -and- 649643 Ontario Inc. o/a Sarnia Sting Hockey ClUb (A corporation duly incorporated under the laws of the Province of Ontario; Hereinafter referred to as "Sting" or "Licensee") OF THE SECOND PART. WHEREAS: 1 By a lease dated the 16th day of April, 7997, made between the Corporation of the City of Sarnia ("City"), as tenant and The Board of Governors of the Lambton College of Applied Arts and Technology ("College") as landlord, (the "Land Lease"), the College leased to the City the Complex Lands (as hereinafter defined); 2. The Licensee operates an Ontario Major Junior rrArr Hockey League ("OHL") franchise; 3. The Licensee shall play its games and operate its franchise from the Com plex. NOW THEREFORE IN CONSIDERATION of the covenants by each party to the other contained in this licence the parties agree as follows: 1. DEFININTIONS (a) "Arena" means the spectator arena, which includes the ice surface, seating, entrances, washrooms, elevators, stairways, aisles and corridors that are located within the Complex excluding Sting Exclusive Area, Restaurant, Concessions and Suites. (b) "Complex" means the multi-use recreational and entertainment complex located on the Complex Lands including all equipment, fixtures, elevators, heating, air conditioning and plumbing apparatus, and the sidewalks, parking area and lighting fixtures. 2 (c) "Complex Lands" means the lands that are situate on the campus of the College that are leased to the City by the college, as described in the Land Lease. (d) "Concessions" means those areas within the Complex specifically designated for the sale of food, beverage, beer, wine and liquor that are of a takeout nature only, as highlighted in a distinguishing manner on Schedule "A' attached hereto. (e) "Event Staff" means the following personnel required during a Sting game in the Arena: ticket takers, ushers, box office staff, referees, time keepers, goal judges and first aid but shall not include staff for parking lots, Concessions, Restaurant and maintenance of any kind. (f) "Game Day" means all days during the year designated by the Sting in accordance with OHL rules and regulations in which the Sting play pre- season, regular season or playoff games. (g) "Gross Food and Beverage Revenue" means all revenues collected by the City, whether for cash or credit or otherwise, net of discounts and bad debts, from the supply or sale of food, beverage, beer¡ wine and liquor and all services connected with them, derived from the Complex, including receipts or in respect of orders taken or received at the Complex (although such orders may be filled elsewhere) by the City or by any sublessee, concessionaire or licensee or otherwise, in or from the Complex and all food and beverage proceeds from coin-operated machines or vending machines. Gross Food and Beverage Revenue shall not include, however, âñy sums collected and paid out for any direct retail or goods and services sales tax imposed by any governmental authority. If the food and beverage services are run by a third party operator on behalf of the City, Gross Food and Beverage Revenue shall mean those revenues collected by the City from the third party operator. (h) 'tNaming and Pouring Rights" means those rights sold by the City to a third party for the purpose of the naming of the Complex or the right to have a product of any kind or description sold at the complex. (i) "Net Advertising Revenue" means all revenues collected by the Sting, whether for cash or credit or otherwise, net of bad debts, from Signage Advertising less all direct costs incurred by the Sting in generating such 3 revenue, including sales and commission costs and the cost of labour, material and installation of Signage Advertising. (j) "Practice Day" means each day of the week except Sunday and Game Day during the Sting hockey season, commencing on the day after the conclusion of Training Camp. (k) "Prime Time Rate" means the hourly rate, for use of the ice surface in the Arena during prime time hours of any day, as may be determined by the City from time to time and charged to all users of the Arena. (l) "Restaurant" means the area designated for the sale of food and beverage to patrons on a takeout or sit in basis, as highlighted in a distinguishing manner on Schedule "4" attached hereto. (m) "Settlement" means event causing revenue to be earned through the sale of tickets, season tickets, passes and suite rights. (n) "Signage Advertising" means all advertising or promotional signs, decorations or displays of any kind located on walls, floors, ice surface, doors, partitions or structures of any kind in the Complex that are sold to third parties by the City or the Licensee except such advertising, signs, decorations or displays that are incidental to or part of Naming and Pouring Rights. (o) "Sting Exclusive Area" means the area within the interior walls of the dressing room, office space and training area of the Sting within the Complex, the box office area, Suites 20 and 2I and the suite area immediately to the north of the medÍa area (unless such suite area immediately to the north of the media area is licensed to a third party user), all as highlighted in a dÍstínguishing manner on Schedule rrArr attached hereto. (p) "Suites" means those private viewing areas within the Arena that have been licensed by the City to third parties. (q) "Term" means the period from July I,2014 to June 30,2019, with provisions for renewal as contained herein. (r) "Ticket Fees" means all revenues collected by the Sting for paid ticket sales of all Sting regular season and playoff games held at the Arena less any governmental charges that may be imposed or calculated upon such sales. (s) "Training Camp" means such pre-season days as designated by the Sting in its sole discretion for purposes of selecting players forthe team. 4 2. COMPLEX LEASE TO GOVERN All rights and interest of the parties hereto shall at all times be expressly subordinate and subject to all of the terms and provisions of the Complex Lease. 3. NATURE OF INTEREST The right granted to the Licensee is a licence only and shall not under any circumstances constitute a lease partnership, employment agreement, lease, or joint venture between the parties. 4. LICENCE The City grants a licence to the Sting to use the Complex during the Term on the following terms: (a) The Sting shall have exclusive use of the Arena: (i) on Game Day for two (2) hours prior to the commencement of the game and for three (3) hours following the commencement of the game; (ii) on Practice Day for two (2) hours. If Practice Day is a weekday, such use shall be between the hours of 3:00 p.m. and 5:00 p.m. and if Practice Day is on a Saturday, such two (2) hour period shall be at the sole discretion of the Sting. The Sting shall provide the City with notice of such dates and times for Saturdays not later than two (2) weeks after the Sting season schedule has been set by the OHL; and (iii) during each day of Training Camp from B:00 a.m. to B:00 p. m. (b) The Sting shall have exclusive continuous use of the Sting Exclusive Area at all times. (c) The City acknowledges the right of the Sting to reschedule games that are cancelled due to círcumstances beyond the control of the Sting as long as the facility is not otherwise booked. (d) The Sting shall provide a schedule in advance of game and practice times sixty (60) days in advance of each season, subject to playoff schedules being set and games or practices being rescheduled or postponed by the OHL, so that the City is able to book other events. 5 (e) The Sting shall have the exclusive right to control and sell all advertising within the Complex. The Sting acknowledges that the City has the Naming and Pouring Rights and advertising that is in conjunction with such Naming and Pouring Rights. The Sting acknowledge that the City will be entering into a new Naming Rights agreement with Royal Bank of Canada ("RBC Agreement"). The Sting shall have the right to approve the RBC Agreement, such approval not to be unreasonably withheld. 5. CONTROL AND MANAGEMENT OF COMMON AREAS 5.1 The Common Areas are, at all times, subject to the exclusive control and management of the City under this Agreement, Without limiting the generality of the foregoing, the City has the right throughout the Term to effect additions, alterations, maintenance, repairs and replacement, in whole or in part, to the Common Areas and services therein.

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