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Home My WebLink About01 004 opg thermal image lease -- e e e THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE BY-LAW NO. 2001 - 04 A BYLAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT WITH ONTARIO POWER GENERATION TO LEASE A THERMAL IMAGING SYSTEM WHEREAS the Council for The Corporation of the Municipality of Kincardine deems it advisable to enter into a lease agreement with Ontario Power Generation for a Thermal Imaging System: 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 Ontario Power Generation to lease an 151 Vision3 Barium Strontium Titanite Thermal Imaging System (151); 2. That this lease continue for the life of the camera or 15 years, whichever is sooner; 3. That the Mayor and Clerk be authorized to sign, on behalf of The Corporation of the Municipality of Kincardine, the Lease Agreement with Ontario Power Generation (attached Schedule "A"). 4. That this By-law shall come into full force and effect upon its final passage. 5. That this By-law may be cited as the "Thermal Imaging System Lease Agreement By-law". READ a FIRST, SECOND, and THIRD time and DEEMED TO BE PASSED this 10th day of January, 2001. . .-- ~ J I '. . " ~ .,~ ·1 ¡ .1 ¡ I t --_I . LEASE AGREEMENT i l .i This Agreement made effective this 17th day of November 2000, by and between Ontario Power Generation Inc, a corporation incorporated under the laws of the Province of Ontario (the "Lessor"), and the Corporation of the Municipality or Kincardine (the "Lessee"). WHEREAS the Lessor holds rightful title to an ISI Vision3 Barium Strontium Titanite Thermal Imaging System (the "ISI"); and the Lessee desires to lease one (I) ISI from the Lessor. In consideration of the mutual obligations and undertakings set forth herein, and other . ~anØ v.'" ('~r':t ø','dIe te<:eÏØ. and sufficiency of which are hereby acknowledged, the pârties covenant and agree as follows: TERMS AND CONDITIONS OF LEASE 1. The Lessee leases from the Lessor and the Lessor leases to the Lessee the ISI, two battery packs, a battery charging unit, car plug adapter, waterproof carrying case and instructions (all as hereinafter referred to as the "Camera") upon the terms and conditions set forth in this Lease. 2. Term· The Lease shall commence on the date first noted above and continues for the life of the Camera or fifteen (15) years, whichever is sooner. 3. Title· The Lessee acknowledges that ownership and title to the Camera shall remain vested in the Lessor. The Lessee shall have no right, title or interest in the Camera other than, and subject to the fulfillment of the'terms and conditions herein, the right to maintain possession and use of the Camera for the Term. ; ¡ 4. Entire Agreement, Representations and Warranties· This Agreement constitutes the entire agreement between the Lessor and Lessee and the Lessee acknowledges that. ~ no-~~'jinliuceInen~.~ntations or warranties, wiletþeroral orwritten, express or imp1tedorotherwise, other than as are expressly stated in this Agreement. The Lessee acknowledges and agrees that the sole functional obligation of the Lessor in respect of the Camera is to permit the possession of such Camera on an "as is" basis. The Lessor hereby assigns to the Lessee, to the extent permitted by law, all warranties, if any, resulting from the sale of the Camera by the supplier to the Lessor. . -t 5. Location and Use - The Lessee shall, at its own cost and expense, cause the Camera to be maintained and operated prudently at all times and, in compliance with the manufacturer's recommendation contained in the instructions provided to the Lessee, the terms and conditions of this Lease and all applicable laws and regulations, by competent and qualified personnel only (the "Personnel") and for business purposes only. The Lessee hereby agrees to provide a training certification program for the Personnel, and the Lessee shall bear any and all costs associated with the provision of , ì I ¡ ¡ , 1 , ¡ Camera Lease Agreement Ontario Power Generation Inc. and Corporation of the Municipality of Kincardine 1 · · ¡ . ~ , [!.. ¡ .J .. , ·1 ¡ ¡ .. ¡ -- · this training. The Lessee agrees to include the Camera as part of its fire fighting ("Mutual Aid") equipment in response to emergency situations involving the Lessor. 6. Compliance with Laws - The Lessee, at its own cost and expense, shall comply with and conform to all applicable laws, ordinances, regulations and legislation in any way relating to the ownership, installation, testing, possession, use, operation, repair, maintenance, servicing, transportation, storage or bailment of the Camera throughout the term of this Agreement and to the complete exoneration of the Lessor from liability. 7. MaIntenance and Ins~oD - The Lessee shall, at its own expense, monitor the condition of the Camera to ensure that it is maintained in a state of good repair, .çonditionaud .worJ:iD3O!1Øit. Tbe ~~.-u.in particular, maintain the batteries and perform such other day-to-day maintenance as can be done without the involvement of the manufacturer. The Lessor shall, at its own expense, be liable for such repair and maintenance that requires the involvement of the manufacturer. The Lessor further agrees to provide a replacement ISI to the Lessee for use exclusively during the period of repair that involves the manufacturer. The Lessor, its employees and agents shall at all reasonable times have access to the Camera should it wish to monitor its condition. The Lessor shall not be liable to the Lessee for any loss, cost, expense, damage or injury of any kind or nature whatsoever caused directly or indirectly by the Camera or the use, operation, ownership or maintenance of it, or for any loss whatsoever and howsoever caused. The Camera shall be at the risk of the Lessee and the Lessee assumes the risk of liability and shall pay for any loss, damage or injury arising from or pertaining to the possession, operation or use of the Camera or from any cause whatsoever; and the Lessee hereby agrees to indemnify the Lessor and its subsidiaries from any such loss, damage or injury or any claim arising therefrom. 8. Insurance - The Lessee shall obtain and maintain for the entire term of this Lease, at its own expense, property damage and third party liability insurance and insurance against loss or damage to the Camera in such amountS, in such form and with such iu'\~I!4"WI ~.~~Qrytq.the¡'f(I'o\(¡PJ'9vjde4~~ver~tÞe"mO\lnt of -, insliîaneè covering damage to or loss of the Camera shall not be less than the full replacement value of the Camera. Each insurance policy will name the Lessee as an insured and the Lessor as an additional insured and, upon request, the Lessee shall furnish to the Lessor a certificate of insurance evidencing that such insurance is in effect, and proof that the insorer has waived any subrogation rights that they may have. 9. Assignment - Without the prior written consent of the Lessor, the Lessee will not assign any of its rights or sublet or permit the Camera to be in the possession of anyone but the Lessee. The Lessor may assign or sell all or any portion of its right, title and interest in and to the Camera or this Lease, including without limitation, to Bruce Power L.P. and/or British Energy pic. Camera Lease Agreement Ontario Power Generation Inc. and Corporation of the Municipality of Kincardine 2 , ..) . · . , } , · · · t "'~ e,_: . ~ .';;- · Ontario Power Generation Inc. Corporation or the Municipality or~ P·N~ BY: Robert Nixon Site Vice President Bruce Nuclear, OPG BY: d""¡~:,- ',/; ,~ ; BY:~\ --~ ...........\-=."'" Clerk IN WITNESS WHEREOF the parties, by their duly authorized representatives, have caused this lease to be executed. t ';¡' Camera Lease Agreement Ontario Power Generation Jnç. and Corporation of the Municipality of Kincardine 3 ..! ~UNE Janet ·BRUCE , "rom: .... $ent: .. to: . . $ubect: , IIif3'II EJ LEASe AGREEUelT me WILLIAMS Eric ·BRUCE Thursday, Jamay 11, 20012:04 PM CUNE Janet -BRUCE R.NIXON SIGNATURE LEASE AGREEMENT :t.::~ have Mr. Nixon re~signà copy of the attached lease agreement, and forward the copy with the Qriginal signature to Nancy Turcotte, Municipal Offices, 707 Queen Street, Kincardine, Ontario, N2Z tZ9. . key require a copy with ~e original signature on. ¡ 'f¡tanks for your help. . tiric Williams ! .e¡ &¡'c,,~ ~ (;¿ þ¥ - ---- -'- -~--. ------- --- Pagel