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Home My WebLink About02 158 agree bell internet equi · =- e - THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE BY-LAW NO. 2002 -158 A BY-LAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT WITH BELL CANADA FOR THE INSTALLATION AND OPERATION OF PUBLIC INTERNET TERMINAL EQUIPMENT (MMT) WHEREAS the Council for The Municipality of Kincardine deems it advisable to enter into an Agreement with Bell Canada for the installation and operation of Public Internet Terminal Equipment at the Tourist Information Centre; AND WHEREAS this Agreement allows Bell Canada access and use of the Tourism Information Centre according to the terms and conditions as set out in the Bell Public Internet Equipment Agreement attached to this by-law as Schedule "A". NOW THEREFORE the Council for The Corporation of the Municipality of Kincardine ENACTS as follows: 1. That the Corporation of the Municipality of Kincardine enter into an agreement with Bell Canada to permit the installation and operation of one Bell Public Internet Terminal at the Tourist Information Centre. 2. That the Mayor and Clerk be authorized to sign, on behalf of The Corporation of the Municipality of Kincardine, the Agreement with Bell Canada attached to this by-law and to affix the corporate seal as and when required. 3. This By-law shall come into full force and effect upon its final passage. 4. This By-law may be cited as the "Bell Public Internet Equipment Agreement, By-law·. . READ a FIRST, SECOND and THIRD TIME and DEEMED TO BE PASSED this 6th day of November 2002. -_/~~) ¡--====- -=:~// Clerk ~ - ¿ Contract number Bell Public Internet Equipment Agreement This Agn>cment, between Bell Canada ("Bell', and The Municipalitv of Kincardine (the "Agent"), permits Ben to have access to and use of the premises of the Agent attached in Schedule A (the "Premises") for the installation and operation of Public Internet Terminal Equipment ("Equipment"). The parties agree as follows: ARTICLE I - TERM OF AGREEMENT 1.1 Commencement Date This Agn>cment shall take effect on the date of November 6, 2002 the "Cormnencement Date"). 1.1 Term This Agreement shall be in effect for a period of the Commencement Date. five years after 1.3 This Agæement shall automatically renew for a further period equal to the Original Term C'A Renewal Term") upon the expiry of the Original Tenn, or upon the expiry of any subsequent renewal Tenn, unless the Agent or Bell provides written notice at least 60 days prior to the expiration of the Original Term or Renewal Term of that party's intent not to renew the Agreement. ARTICLE 2 - COMPENSATION 2.1 Belllhall pay to the Agent a monthly compensation in the amount of $50.00 for each Public Internet Tenninallisted in Schedule A. 2.2 Ter"" of Payment Bell shall issue payment for the previous month's compensation to the Agent no later than the last day of the current month for the Public Internet Terminal specified in Schedules A. ARTICU 3 -INSTALLATION OF EQUIPMENT 3.1 Bell Installation and Maintenance 3_11 Ben shall install, operate and maintain the Public Internet Terminal ("Equipment") at the Premises. Al1 Equipment shall remain Bel1's property at all times. 3.12 Bell sha11 install and maintain at the Premises any Bell provided furniture associated with the Public Internet Terminal and the term "Equipment" shall include this associated furniture for the purposes of this Agreement 3.13 Subject to any lease governing Agent"s use of the Prem~ses, Bell shall have the right to install advertising for Bell products and services, within, on or in the area itmnediately adjacent to, the Equipment. 3.1 Agent's Premises 3.21 'The Agent shall provide suitable, publicly accessible space for the Equipment at the locations specified in Schedule A, free of obstructions. 3.22 The Agent shall furnish the lighting and janitorial services. 3.23 The Agent shall provide and maintain electrical service for the Equipment. 3.2~ The Agent shall permit access to the Premises by Bell, its agents, employees or representatives during normal business hours. 3.2f4 The Agent shall permit Bell to install and prominently display signs, ¡ mutually approved, that indicate the whereabouts of the Equipment. 3.~ The Agent shall not affix, or permit to be affixed, to the Equipment or j in the area immediately adjacent to the Equipment, any signs, equipment, or information other lhan that furnished by Bell. 3.'¥'I The Agent shall not in any way advertise or 'Publish the telephone number(s) assigned to the Equipment. 3.2.8 The Agent advises that it has the exclusive right to possession of the Premises and is the proper party to receive the consideration under this Equipment Agreement. 3.2.9 Agent shall prompt1y report to Bell and the proper authorities any incidents of robbery or vandalism to the Equipment. 3.2.10 In the event that the Equipment is 10st or damaged due to any negligent or willful act or omission of the Agent, Agent shan pay Bell the cost of having the Equipment repaired or replaced. ARTICt-E 4 - TERMINATION 4.1 !I'ermination by the Agent In the ~ent that Bell is in default of any of its obligations under this Agreement, then the\Agent may give written notice of the deficiency to Bell. If Bell has failed ReriJedJu;e2001 , to COTTeCt the deficiency within 30 days, then the Agent may tenninate this Agreement by giving written notice to Bell. 4.2 Termination by Bell Bell may tenninate this Agreement by giving 30 days written notice to the Agent without prejudice tQ its legal rights. 4.3 Equipment Any Equipment still on the Premises after termination of this Agreement sha11 remain the property of Bell, and Bell shall remove it from the Premises within 30 days. ARTICLE 5 -INSTALt-ATlON, REMOVAL & RE-LOCATlON 5.1 AddidonallnstallatioB or Equipment Upon the mutual agreement of both parties, Ben may install additional Equipment on or in the Premises for a period identical to the term of this Agreement, and upon such installation, such Equipment shall be subject to all terms of this Agreement. 5.2 Removal or Replacement of Equipment by Agent The Agent shall not remove or replace any or all of the Equipment. The Agent shall advise Bell in writing, in the event alterations to the Premises will necessitate the movement, replacement, modification or removal of the Equipment. Any costs associated with the movement, replacement, modification or removal of the Equipment necessitated by actions contemplated or undertaken by or on behalf of Agent shall be borne by the Agent. If there is a temporary removal of Equipment because of remodeling or other construction at the Premises, upon completion of such work, Agent agrees that Bell may reinstal1 the Equipment at the Premises. 5.3 Reo-Ioadon or Removal of Equipment by Bell BeI1 may relocate or remove any Equipment at no charge to the Agent which (a) does not produce minimum revenues to support continued operation in accordance with Bell guidelines in effect from time to time; (b) has, in Bell's judgment, been excessively damaged through vandalism or misuse; or (c) the parties mutually agree to its removal or relocation. 5.4 Changes in Equipment Bell may change the type or model of Equipment or modify existing Equipment, when, in the opinion of Bell, an alternate or new model of Equipment or modification of existing Equipment is required. ARTICLE 6 - LIABILITY 6.1 Liability of Bell The Agent recogniæs that some alterations and damage to the Premises may occur during the instal1ation, removal or re~location of any or a11 Equipment under this Agreement, including holes in the walls or floor of the Premises. Be]] shan perform such work in a good and professional manner, provided that Be11 wi11 not be required to fill in holes under the wans or floor and wil1 not be requested to redo any finishing. ARTICLE 7 - EXCLUSIVITY The Agent grants to Bell the exclusive right to provide the Equipment and additions to the Equipment at the Premises for the entire term of this agreement, without interruption, termination or installation of Public Internet services from another source. ARTICLE 8 - CONFIDENTIALITY 8.1 Confidentiality of Business Information Bell and the Agent shall keep confidential and use only for perfonnance of this Agreement any technical or business information or data disclosed or furnished by one to the other under this Agreement. 8.2 Disclosure Bell and the Agent shan not disclose copies of this Agreement, or information contained in this Agreement, to any third parties except where required by law. In the event that either Bell or the Agent is required by law to disclose copies of this Agreement, or information contained in this Agreement, then the disclosing party shall notify the other party as soon as reasonably practicable. ARTICLE 9 - ASSIGNMENT Neither party shall assign this Agreement, except to a parent or subsidiary compan)'~ without the prior written consent of the other party, which shall not be unreasonably withheld. Subject to the foregoing, Agent shall ensure that any successor or assignee that becomes the new owner of the Premises or of the Agent's business conducted at the Premises assumes a11 of the obligations of the Agent under this Agreement. ARTICLE 10 - ENTIRE AGREEMENT The parties agree that this Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and that this Agreement supersed$ all proposals, oral or written, all previous negotiations and all other communications between the parties with respect the subject matter hereof. ARTICLE II - NOTICES Service of Notice 11. t All notices are required to be in writing and shall be delivered by each party to the other party, either in person or by mail, to the addresses specified below. Each party shall notify the other party in writing of any change in address 30 days prior to moving. 1t.2 Alternately, any party may deliver notice to the other party by facsimi1e at the respective numbers provided below but shan also immediately thereafter deliver to the other party a copy of the notice. Name: : Runi.èi1)alirv--of. ,Kiñear-dine Address:: 1475 Concession 5, R. R. 5 City: ; Kincardine Province: ON A . Rosaline Graham, Clerk ttentlOn: 1 [.7" TelepñOne "Number: PIC:N2Z 2X6 Facsimile Number: (519) (~l9) 396..8288 396-3468 Bell Canada - Public Access Services In witnes thereof, the A t and Bell execute this A t. Signc4 this ~,al 'i:?,1'- .day of ~c""''''' I<uA ¿~c.-c.-d.';:'" Province of Ontario. By: (1,ñe Aee~~=---=~I Per: ~~ , _<:!.' .. C-.- -- PrinlName: Rosaline Graham Title: Clerk Per: Print: Name: Kraemer Title: Mayor Revised JWU 2001 40 Norelco Dr. North York, Ontario M9L-2X6 Attention: Diredor-8ales" Ioforrnatlon Systems Telephone Number: 416-748-4538 Facsimile Number: 416-740-ð674 11.3 Compensation Payments Bell shall send co sation ts to the followin address: Name: Municipality of Kincardine 1475 Concession 5, R.R. 5 Address: City: Kincardine Province: ON Accounts Receivable P/cN2Z 2X ARTICLE 12 - FORCE MAJEURE Neither party to this Agreement shan be liable to the other for any failure to perform or delay in perfonnance of any obligation under this Agreement caused by circumstances beyond one's reasonable control, including but not limited to Acts of God, fire, labour disturbances or governmental action. ARTICLE 13 - SIGNING BY FACSIMILE AND BY ELECTRONIC MAIL The Agent and Ben agree that this Agreement may be executed by the mutual exchange offacsimiles and that Bell may provide the Agent with a copy of this Agreement signed electronically by Bell and which once signed by the Agent win be deemed binding on the Agent and Ben. If Ben signs this Agreement and the same is not accepted and signed by the Agent within the following 30 days then the Agreement so signed by Bell shan be nun and void and not capable of acceptance by the Agent. Signed lhis 9....... day of "'"""".. .. _ \a J . ~,at _'¡;:.'/; ,^-cCAcl \ ~ Province of Ontario. By: Beli Canada - PaYDhone Services Per: Print Name: Titlc: ~I!,/ Jo.."S ..¡"" > '" <t -fa.. <::/S.....4q'E. "lHl2- ({. d'j 2 SCHEDULE A This Schedule A of the Agent's Compensation Agreement for Public Internet Equipment executed by the Agent and Bell f()f11l; a part of the Agreement between the parties. This Schedule lists the Equipment that is the subject of this Agreement. Any Additional Installation of Equipment shan be added with mutual consent. TELEPHONE NO. CIVIC ADDRESS DATE SIGNED BY AGENT or UNIT NO. 792 Broadway Nov. 6, Kincardine, ON N2Z 2Gl 2002 , . , RevisedluÞc2001 3