BYLAW - Agreement with Global Brand Foods - 20080422 - 5018FTHE CORPORATION OF THE TOWN OF AURORA
By-law Number 5018-0B.F
BEING A BY-LAW to authorize the Mayor and Clerk
to execute an Agreement with the Global Brand
Foods Inc. for Concession, Snack Food, Warm
Drink and Cold Drink Vending Services at the
Town's Facilities.
WHEREAS The Town requested proposals from any parties for the operation of
Counter Snack bar services at certain Town facilities, being the Aurora Community
Centre, Aurora Recreation Complex and the Aurora Public Library, and for the
operation of snack machine, warm drink and cold drink vending services at certain
Town facilities, being the Town Hall, Aurora Community Centre, Aurora Recreation
Complex and Aurora Leisure Complex;
AND WHEREAS the Town's Council, on January 29, 2008, authorized Global
Brand Foods Inc. to provide Concession, Snack Food, Warm Drink and Cold Drink
Vending Services at the Town's Facilities.
NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE TOWN OF
AURORA ENACTS AS FOLLOWS:
THAT the Mayor and Town Clerk, on behalf of the Corporation of the Town of
Aurora, be authorized to execute an Agreement with Global Brand Foods Inc. to
provide Concession, Snack Food, Warm Drink and Cold Drink Vending Services at
the Town's Facilities.
READ A FIRST AND SECOND TIME THIS 22N° DAY OF APRIL, 2008.
READ A THIRD TIME AND FINALLY PASSED THIS 22N° DAY OF APRIL, 2008.
PHYLLIS M. MORRIS, MAYOR
F·······-·--------~-----···-·--····-···--··----·--···-·-··--···-········--·-····-·· ········---·········--·-.... -·-··-·-········-·
THIS AGREEMENT made in triplicate this day of
BETWEEN:
THE CORPORATION OF THE TOWN OF
AURORA
(hereinafter called the "Town")
'2008.
PARTY OF THE FIRST PART
-and-
GLOBAL BRAND FOODS INC.
(hereinafter called "Global")
PARTY OF THE SECOND PART
WHEREAS on August 14, 2007, Council approved the extension of the existing
contracts for food and beverage vending to allow service to continue in the interim
period until a tender and r\ew contract could be awarded for the provisions of
Concession, Snack Food,' Warm Drink and Cold Drink Vending Services at various
Town of Aurora facilities; · · ·
AND WHEREAS on January 29, 2008, Council approved the award of Concession, Snack
Food, Warm Drink and Cc)ld Drink Vending Services to Global;
AND WHEREAS the Town will be entering into an agreement with the Global for the
operation of Counter Snack Bar services at certain Town facilities, being the Aurora
Community Centre, Aurora Recreation Complex, and the Aurora Public Library, and for the
operation of snack machine, warm drink and cold drink vending services at certain Town
facilities, being the Town Hall, Aurora Community Centre, Aurora Recreation Complex and
Aurora Leisure Complex,: in the Town of Aurora, the term of which Agreement shall
commence on June 1, 2008 ("the "New Contract");
AND WHEREAS the Town and the Contractor wish to enter into this Agreement for the
provision of Counter Snac_k Bar Services at the Aurora Public Library and Cold Drink
Vending Services at the Aurora Community Centre, Aurora Leisure Complex, Aurora
Recreation Complex an~_1,-own Hall in the Town of Aurora for the interim ~_;pod
commencing April1, 20ip~ and continuing until and including May 31, 20}, ;1:.
AND WHEREAS the parties recognize the short term and interim nature of this Agreement
pending the finalization an~ execution of a contract between the Town and the Contractor
(the "New Contract"), which is to become effective June 1, 2008;
NOW THEREFORE, in consideration of the mutual covenants, promises and provisions
hereinafter contained oth~r good and valuable consideration and payment of the sum of
Ten Dollars ($1 0.00) by Global to the Town, the receipt and sufficiency of which is
acknowledged, the Parties hereto agree each with the other as follows:
1. Global, at its sole cost and to the satisfaction of the Director of Leisure Services of
the Town or his d~signate (hereinafter called the "Director"}, shall install, stock,
provide and maintain those counter snack bar services at the Aurora Public Library
and cold drink vending machines and related equipment at the Aurora Community
Centre, Aurora Leisure Complex, Aurora Recreation Complex and Town Hall
(hereinafter called the "Services").
2. The Town acknowledges and agrees that all vending machines, related equipment
and inventory supplied thereto, where provided by Global to the Services, are and
shall remain the sole and exclusive property of Global.
3. Global covenants ahd agrees to:
r------------------------------------------------------· ----------. -----------------------··---------------------------···--·· ------------------------------------.. ·······--~--............... __: .. , ___ _
2
a) maintain the Services in good working order at all times;
b) ensure that the Services are stocked with appropriate food and beverages at
all times, and to provide for sale at the Aurora Public Library the menu items
and products as set out in its Proposal attached hereto as Schedule "C";
c) ensure that all equipment, food and beverages supplied by Global to the
Services meet or exceed the standards of all relevant and applicable laws,
regulations, orders, decrees and rules respecting such equipment, food and
beverages;
e) pay to the Town the following amounts in full payment for cold drink vending
services, including the federal excise tax (Goods and Services Tax) and the
provincial sales tax: One Thousand, Seven Hundred and Fifty Dollars
($1 ,750.00) per month, for a total fee of Three Thousand, Five Hundred
Dollars ($3,500.00) inclusive of taxes and utilities, payable by post-dated
cheques due and payable on the first day of April 2008 and May 2008, each
in the amount of One Thousand, Seven Hundred and Fifty Dollars
($1 ,750.00);
f) provide to the Town the applicable Certificate of Clearance pursuant to the
Workplace and Safety Insurance Act, 1997, as amended, in relation to
employees of Global;
g) ensure that all equipment and food and beverages supplied to the Facilities
meet or exceed the prescribed standards of all applicable legislation
respecting such equipment, food and beverages;
h) ensure that the prices charged for food and beverages are competitive with
similar products sold in similar venues;
i) indemnify and save harmless the Town in respect of all actions, claims,
charges, demands, damages, loss, liability, judgments or costs, whatsoever,
which may be brought against or made upon the Town arising out of or
resulting from the supply and operation of the Services and provide proof of
liability insurance in the amount of Five Million Dollars ($5,000,000.00) with
the Town as a named beneficiary;
k) not supply or install additional Services without first obtaining the written
approval and consent to same of the Town, which approval and consent may
be unreasonably withheld;
I) operate the Services at all required hours in accordance with a schedule of
minimum hours of operation attached to the Proposal at Schedule "C", and at
such events or times provided from time to time by the Director;
m) comply with any and all applicable laws, statutes, regulations, notices and
orders, whether federal, provincial, municipal or otherwise, including but not
limited to Regional Health Department clearances, Ontario Health and Safety
Standards Act requirements and Workplace Hazardous Material Information
System requirements, at any time in effect during the currency of this
Agreement. Any permits and licences required by Global to permit its
operation shall be obtained by Global at its sole cost. Any costs incurred or
required to meet compliance with any and all of the said applicable laws,
statutes, regulations, notices and orders, shall be at the sole cost of
Global;
n)
o)
be responsible for daily cleaning of snack bar spaces;
remove garbage daily to a bin location assigned by the Town, with source
separated iorganics removed to a green bin location assigned by the Town;
3
p) be responsible for all capital upgrades, leasehold improvements and costs
thereof and all operating equipment costs.
(i) Prior to any capital upgrades and/or leasehold improvements being
made, Global shall obtain the written approval from the Director along
with all required Building Code, Fire Code and Electrical Safety
Authority permits and approvals for any such leasehold
improvements, failing which the Town shall be at liberty to
immediately terminate this Agreement and/or draw on the Letter of
Credit to recover any and all costs to rectify such non-compliance
resulting from the installation of unapproved leasehold improvements.
(ii) In the event that the Town approves any capital upgrades and/or
leasehold improvements being made, Global agrees that all work
performed to install or construct the said capital upgrades or
leasehold improvements shall be performed at the sole cost of Global,
and shall be performed only by contractors approved in writing by the
Town. Prior to performing any work, approved contractors must
present to the Town a valid WSIB clearance certificate and proof of
comprehensive liability insurance, in which the Town is a named
insured, having a limit of liability of not less than $5,000,000.00 for
any one occurrence.
(iii) Global shall ensure compliance by all contractors, suppliers and
subcontractors with any and all applicable laws, statutes, regulations,
notices and orders, whether federal, provincial, municipal or
otherwise. ·
(iv) All work performed to install or construct the said capital upgrades or
leasehold improvements shall be coordinated with staff at the Town
and shall be performed at the Facilities during regular operating
hours. ·
q) acknowledges that any such capital upgrades or leasehold improvements it
installs or constructs in the Facilities during the Term shall be deemed to
become the property of the Town upon installation and will remain in the
Facilities upon the termination of this Agreement.
s) install at its sole expense all electrical and plumbing fixtures and equipment
which are required for operation of the Services by Global; and
t) accept the space as assigned and approved by the Town for vending at the
Town Hall, Aurora Community Centre, Aurora Recreation Complex, and
Aurora Leisure Complex.
4. The Town covenants and agrees to:
a)
b)
c)
d)
provide and bear the costs of utilities including adequate and suitable hydro,
water and heating supply to the Services;
maintain a level of security for the Services as is, in the opinion of the
Director, reasonable in the circumstances; however, this does not constitute
or represent in any way any warranty by the Town that the Services will not
suffer damages and the Town will not be responsible or liable in any way for
any damages howsoever caused or occasioned to the Services;
provide Global and its authorized employees with access to the Services at
all times when the locations within which the Services are located are open
to the public;
advise Global of any damage to or malfunction with the Services or food and
beverage items sold therein as soon as the Director becomes aware of such
-.. . .. -··-···-..... -.--·--·--. ···············--··· ····----·-·--··-· ··············-··----·--·------··-·----····----..... ··-···· -····--··-··-· . ·····-----··-........ ···--·-······--··-· .. --·······-···--···
4
damage or malfunction;
e) give Global a minimum of twenty-four (24) hours' notice of any painting,
alterations, renovations or construction;
f) not to move, adjust, alter, deface or place signs on Global's machinery,
equipment or stock in the Services without the consent of Global;
g) ensure that no persons other than Global operate the machinery and
equipment; and
h) ensure that no persons other than employees, authorized agents, contractors
or personnel of Global provide food and/or catering services within and
outside of the Facilities, without the written permission of the Director.
5. Global agrees that it shall be solely responsible for any refunds which may be
payable to users of Global's coin-operated machines arising out of a malfunction
from its machines. In this regard, Global shall provide the Town with a refund
request form for completion and submission by persons seeking a refund and shall
respond promptly to all persons having made such requests for refunds.
6. The term of this Agreement shall commence on April 1, 2008 until and including
May 31, 2008.
9. For the purposes of this Agreement, notice shall be deemed to be given to the
parties if mailed by ordinary mail or delivered personally to the parties as follows:
Global:
Town:
Global Brand Foods Inc.
111 Martin Ross Avenue, Unit 8, Toronto, Ontario, M3J 2M1
Attention: Ashley Steinfeld
The Corporation of the Town of Aurora
1 Municipal Drive, P.O. Box 1000, Aurora, Ontario, L4G 6J1
Attention: AI Downey, Director of Leisure Services
1 0. This Agreement shall enure to the benefit of and be binding upon the heirs,
administrators, executors, successors and assigns of the Parties hereto.
11. This Agreement shall not be assigned by Global in whole or in part without the prior
written consent of the Town. Furthermore, none of the Services which are to be
performed by Global as set out in this Agreement shall be sub-contracted or
otherwise performed on behalf of Global in whole or in part by any third party,
except upon the prior written consent of the Town and the provision of proof of
liability insurance in the. amount of Five Million Dollars ($5,000,000.00) with the
Town as a named beneficiary. Such prior written consent, however, shall not under
any circumstances relieve Global of its liabilities and obligations under this
Agreement and shall be within the sole and unfettered discretion of the Town.
12. Words importing the masculine gender shall include the feminine and neuter, and
the singular shall include the plural where the meaning or context so requires.
13. This Agreement constitutes the complete and exclusive statement of the Agreement
between the parties, which supersedes all proposals, oral or written, express or
implied, and all other communications between parties, relating to the subject matter
of this Agreement;
14. If one or more of the phrases, sentences, clauses, sub-clauses or paragraphs
contained in this Agreement shall be declared invalid by the order, decree or
judgment of any court of competent jurisdiction, this Agreement shall be construed
as if such phrase(s), sentence(s), clause(s), sub-clause(s), or paragraph(s) had not
been inserted;
5
15. This Agreement may be changed only by a written amendment signed and sealed
by the authorized representatives of both parties.
16. Should it be determined that there is a conflict and/or inconsistency amongst any of
the terms and provisions of this Agreement, and/or Schedule A and/or Schedule B
hereof, the terms of this Agreement shall prevail to the extent of the conflict and/or
inconsistency.
IN WITNESS WHEREOF the parties have hereunto affixed their corporate seals attested
by the hands of their respective proper officers duly authorized in that behalf.
Per: Nrune~~
Title: ~.J.
(I have authority to bind the Corporation)
THE CORPORATION OF THE TOWN OF AURORA
Phyllis M. Morris, Mayor
Bob Panizza, Town Clerk
SCHEDULE "A"
Request for Proposals
6
...... ·-····-···-·····-···-___ , ________ ,, ________ ,_ ... "''·-· .. -·-·-· .... ' .. _. ......... -.......... ---------
SCHEDULE "B"
Terms of Reference
7
SCHEDULE"C"
Proposal
8
j ! ' ., ' I ,---·· -~----~ .. -,-..,--------·---···---·---------,..-~"~="'~-:--~~·-··--·----~.,...,.-.-----·-·--------........ --.---·-·-----·-. --···----------------·-·--.. ·--·---·---·-·--
THIS AGREEMENT made in triplicate this day of , 2008.
BETWEEN:
THE CORPORATION OF THE TOWN OF
AURORA
(hereinafter called the "Town")
-and-
GLOBAL BRAND FOODS INC.
(hereinafter called "Global")
PARTY OF THE FIRST PART
PARTY OF THE SECOND PART
WHEREAS the Town requested Proposals from any interested parties for the operation of
Counter Snack Bar services at certain Town facilities, being the Aurora Community Centre,
Aurora Recreation Complex, and the Aurora Public Library, and for the operation of snack
machine, warm drink and cold drink vending services at certain Town facilities, being the
Town Hall, Aurora Community Centre, Aurora Recreation Complex and Aurora Leisure
Complex, (hereinafter collectively called the "Facilities"), which Request for Proposals is
attached hereto as Schedule "A";
·AND WHEREAS included in and attached to the Request for Proposals were the Town's
Terms of Reference, which Terms of Reference are attached heretq as Schedule "B";
AND WHEREAS Global submitted to the Town a Proposal to provide its Concession,
Snack Food, Warm Drink and Cold Drink Vending Services at the Facilities, which
Proposal dated October 23, 2007, is attached hereto as Schedule "C";
AND WHEREAS the Town's Council on January 29, 2008, authorized Global to provide
Concession, Snack Food, Warm Drink and Cold Drink Vending Services at the Facilities as
set out in Schedule "B";
NOW THEREFORE, in consideration of the mutual covenants, promises and provisions
hereinafter contained other good and valuable consideration and payment of the sum of
Ten Dollars ($10.00) by Global to the Town, the receipt and sufficiency of which is
acknowledged, the Parties hereto agree each with the other as follows:
1. Global, at its sole cost and to the satisfaction of the Director of Leisure Services of
the Town or his designate (hereinafter called the "Director"), shall install, stock,
provide and maintain those concession, snack bar services, snack machines, and
warm and cold drink vending machines and related equipment at the Facilities as
described in Schedule "A" attached hereto (hereinafter called the "Services").
2. The Town acknowledges and agrees that all vending and snack machines, related
equipment and inventory supplied thereto, where provided by Global to the
Services, are and shall remain the sole and exclusive property of Global.
3. Global covenants and agrees to:
a)
b)
c)
maintain the Services in good working order at all times;
ensure that the Services are stocked with appropriate food and beverages at
all times, and to provide for sale the menu items and products as set out in
its Proposal attached hereto as Schedule "C";
ensure that all equipment, food and beverages supplied by Global to the
Services meet or exceed the standards of all relevant and applicable laws,
regulations, orders, decrees and rules respecting such equipment, food and
i'"
2
beverages;
d) provide the Town with security in the form of a certified cheque payable to
the Town in the amount of Six Thousand Dollars ($6,000.00) in order to
secure Global's obligations pursuant to this Agreement which certified
cheque funds shall be held by the Town for the term of this Agreement;
e) pay to the Town the following amounts in full payment for the Services
including the federal excise tax (Goods and Services Tax) and the provincial
sales tax:
(i) Six Thousand Dollars ($6,000.00) per month for the rental fee, for a
total annual rental fee of Seventy-two Thousand Dollars ($72,000.00)
and a total rental fee of Three Hundred and Sixty Thousand Dollars
($360,000) for the term hereof inclusive of taxes and utilit'1es, payable
by post dated cheques due and payable on the first day of each and
every month from and including June 1, 2008 to and including
May 1, 2013, each in the amount of Six Thousand Dollars
($6,000.00); and
(ii) In the event that this Agreement Is renewed for an additional five (5)
year period as set out in paragraph 7 herein, the rental fee amount
listed in 3( e )(i) above shall increase to Six Thousand and One
Hundred Dollars ($6, 1 00.00) per month, for a total annual rental fee of
Seventy-three Thousand, Two Hundred Dollars ($73,200.00) and a
total rental fee of Three Hundred and Sixty Six Thousand Dollars
($366,000.00) for the term hereof inclusive of taxes and utilities,
payable by post dated cheques due and payable on the first day of
each and every month from and including June 1, 2013 to and
including May 1, 2018, each in the amount of Six Thousand One
Hundred Dollars ($6, 1 00.00); and
f) provide to the Town the applicable Certificate of Clearance pursuant to the
Workplace and Safety Insurance Act, 1997, as amended, in relation to
employees of Global;
g)
h) ensure that the prices charged for food and beverages are competitive with
similar products sold in similar venues;
i) indemnify and save harmless the Town in respect of all actions, claims,
charges, demands, damages, loss, liability, judgments or costs, whatsoever,
which may be brought against or made upon the Town arising out of or
resulting from the supply and operation of the Services and provide proof of
liability insurance in the amount of Five Million Dollars ($5,000,000.00) with
the Town as a named beneficiary;
k) not supply or install additional Services without first obtaining the written
approval and consent to same of the Town, which approval and consent may
be unreasonably withheld;
I) operate the Services at all required hours in accordance with a schedule of
minimum hours of operation attached to the Proposal at Schedule "C", and at
such events or times provided from time to time by the Director;
m) comply with any and all applicable laws, statutes, regulations, notices and
orders, whether federal, provincial, municipal or otherwise, including but not
limited to Regional Health Department clearances, Ontario Health and Safety
Standards Act requirements and Workplace Hazardous Material Information
3
System requirements, at any time in effect during the currency of this
Agreement. Any permits and licences required by Global to permit its
operation shall be obtained by Global at its sole cost. Any costs incurred or
required to meet compliance with any and all of the said applicable laws,
statutes, regulations, notices and orders, shall be at the sole cost of
Global;
n) be responsible for daily cleaning of snack bar spaces;
o) remove garbage daily to a bin location assigned by the Town, with source
separated organics removed to a green bin location assigned by the Town;
p) be responsible for all capital upgrades, leasehold improvements and costs
thereof and all operating equipment costs.
(i) Prior to any capital upgrades and/or leasehold improvements being
made, Global shall obtain the written approval from the Director along
with all required Building Code, Fire Code and Electrical Safety
Authority permits and approvals for any such leasehold
improvements, failing which the Town shall be at liberty to
immediately terminate this Agreement and/or draw on the Letter of
Credit to recover any and all costs to rectify such non-compliance
resulting from the installation of unapproved leasehold improvements.
(ii) In the event that the Town approves any capital upgrades and/or
leasehold improvements being made, Global agrees that all work
performed to install or construct the said capital upgrades or
leasehold improvements shall be performed at the sole cost of Global,
and shall be performed only by contractors approved in writing by the
Town. Prior to performing any work, approved contractors must
present to the Town a valid WSIB clearance certificate and proof of
comprehensive liability insurance, in which the Town is. a named
insured, having a limit of liability of not less than ~~~~[~i!i~Jil:;'¢t(ij for
any one occurrence.
(iii) Global shall ensure compliance by all contractors, suppliers and
subcontractors with any and all applicable laws, statutes, regulations,
notices and orders, whether federal, provincial, municipal or
otherwise.
(iv) All work performed to install or construct the said capital upgrades or
leasehold improvements shall be coordinated with staff at the Town
and shall be performed at the Facilities during regular operating
hours.
q) acknowledges that any such capital upgrades or leasehold improvements it
installs or constructs in the Facilities during theTerm shall be deemed to
become the property of the Town upon installation and will remain in the
Facilities upon the termination of this Agreement.
s) install at its sole expense all electrical and plumbing fixtures and equipment
which are required for operation of the Services by Global; and
t) accept the space as assigned and approved by the Town for vending at the
Town Hall, Aurora Community Centre, Aurora Recreation Complex, and
Aurora Leisure Complex.
4. The Town covenants and agrees to:
a) provide and bear the costs of utilities including adequate and suitable hydro,
water and heating supply to the Services;
-----··-----··
4
b) maintain a level of security for the Services as is, in the opinion of the
Director, reasonable in the circumstances; however, this does not constitute
or represent in any way any warranty by the Town that the Services will not
suffer damages and the Town will not be responsible or liable in any way for
any damages howsoever caused or occasioned to the Services;
c) provide Global and its authorized employees with access to the Services at
all times when the locations within which the Services are located are open
to the public;
d) advise Global of any damage to or malfunction with the Services or food and
beverage items sold therein as soon as the Director becomes aware of such
damage or malfunction;
e) give Global a minimum of twenty-four (24) hours' notice of any painting,
alterations, renovations or construction;
f) not to move, adjust, alter, deface or place signs on Global's machinery,
equipment or stock in the Services without the consent of Global;
g) ensure that no persons other than Global operate the machinery and
equipment; and
h) ensure that no persons other than employees, authorized agents, contractors
or personnel of Global provide food and/or catering services within and
outside of the Facilities, without the written permission of the Director.
5. Global agrees that it shall be solely responsible for any refunds which may be
payable to users of Global's coin-operated machines arising out of a malfunction
from its machines. In this regard, Global shall provide the Town with a refund
request form for completion and submission by persons seeking a refund and shall
respond promptly to all persons having made such requests for refunds.
6. The parties agree that Global shall have the first right of refusal for acting as the
exclusive provider of Services for all Town-operated Leisure Service special events,
at the locations noted in this Agreement with the exception of the Town of Aurora
Ribfest. This right of first refusal is subject to Global providing written notice to the
Town at least 30 days prior to each special event that Global is exercising its right of
first refusal, and such notice shall include a list of menu items to be provided by
Global at the special event. The parties agree that Global's right of first refusal as
set out herein does not in any way preclude the Town from accepting product
donations from vendors other than Global, for use and/or distribution at Town-
operated Leisure Services special events.
6. The parties agree that Global shall have the first right of refusal for acting as the
provider of licensed liquor services for all Town-operated special events held within
the Aurora Community Centre Auditorium. Global shall ensure that it obtains, at its
own expense, a valid Special Occasion permit from the Alcohol and Gaming
Commission of Ontario ("AGCO") for all such special events, and that all servers
have a current Smart Serve certificate. In addition, Global agrees to comply with all
requirements of the Town of Aurora Alcohol Policy and the Liquor License Act, and
the applicable Regulations thereunder.
7. This Agreement shall have a five year term from June 1, 2008 and including to and
including May 31, 2013. Provided that Global is not in default of any terms or
conditions of this Agreement, the parties shall have the option of renewing this
Agreement for an additional five (5) year period upon the same terms and
conditions contained herein, unless terminated by either party in writing at least
ninety (90) days prior to the expiry of the then-current term.
8. This Agreement may be terminated by:
5
a) either party upon ninety (90) days written notice, and upon termination,
Global shall remove all of its machinery and equipment and inventory at its
expense, and shall prior to removing its machinery and equipment, pay to the
Town any commission which may then be owing, failing which, the Town may
retain Global's machinery and equipment pending payment of such commission
and in the event that Global terminates this Agreement on less than ninety (90)
days written notice, the Town has the right to fully draw on the irrevocable Letter
of Credit;
b) the Town, without notice, if:
(i) Global declares bankruptcy;
(ii) a receiver is appointed on account of its insolvency or in respect of
any of its property;
(iii) Global makes a general assignment for the benefit of creditors;
(iv) failure to comply with any of the terms of this Agreement after having
received written notice from the Town requesting compliance; or
(v) a circumstance(s) or event(s) transpires of such a serious nature as in
the sole discretion and determination of the Town requires and
warrants the termination of this Agreement.
9. For the purposes of this Agreement, notice shall be deemed to be given to the
parties if mailed by ordinary mail or delivered personally to the parties as follows:
Global:
Town:
Global Brand Foods Inc.
111 Martin Ross Avenue, Unit 8, Toronto, Ontario, M3J 2M1
Attention: Ashley Steinfeld
The Corporation of the Town of Aurora
1 Municipal Drive, P.O. Box 1000, Aurora, Ontario, L4G 6J1
Attention: AI Downey, Director of Leisure Services
10. This Agreement shall enure to the benefit of and be binding upon the heirs,
administrators, executors, successors and assigns of the Parties hereto.
11. This Agreement shall not be assigned by Global [i(j)~!lll\II~lg!li!ffi!\@,[f!Ji without the prior
written consent of the Town. Furthermore, none of the Services which are to be
performed by Global as set out in this Agreement shall be sub-contracted or
6
12. Words importing the masculine gender shall include the feminine and neuter, and
the singular shall include the plural where the meaning or context so requires.
13. This Agreement constitutes the complete and exclusive statement of the Agreement
between the parties, which supersedes all proposals, oral or written, express or
implied, and all other communications between parties, relating to the subject matter
of this Agreement;
14. If one or more of the phrases, sentences, clauses, sub-clauses or paragraphs
contained in this Agreement shall be declared invalid by the order, decree or
judgment of any court of competent jurisdiction, this Agreement shall be construed
as if such phrase(s), sentence(s), clause(s}, sub-clause(s), or paragraph(s) had not
been inserted;
15. This Agreement may be changed only by a written amendment signed and sealed
by the authorized representatives of both parties.
16. Should it be determined that there is a conflict and/or inconsistency amongst any of
the terms and provisions of this Agreement, and/or Schedule A and/or Schedule B
hereof, the terms of this Agreement shall prevail to the extent of the conflict and/or
inconsistency.
IN WITNESS WHEREOF the parties have hereunto affixed their corporate seals attested
by the hands of their respective proper officers duly authorized in that behalf.
Per:~
Name: ,4M'a:y .ffe?'dF&-0
Title: 1'/?e-5/t!E/f/T
(I have authority to bind the Corporation)
THE CORPORATION OF THE TOWN OF AURORA
Phyllis M. Morris, Mayor
Bob Panizza, Town Clerk
SCH!:DULE "A"
Request for Proposals
7
'
SCHEDULE "B"
Terms of Reference
8
SCHEDULE "C"
Proposal
9