HomeMy WebLinkAbout08 190 Elearnnetwork.ca (2008) Co-venturing Agreement By-Law
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
KBT
BY-LAW
NO. 2008 - 190
BEING A BY-LAW TO AUTHORIZE THE SIGNING OF A CO-VENTURING
AGREEMENT WITH CONTACT NORTH ola ELEARNNETWORK.CA FOR
RENTAL SPACE AT 385 QUEEN STREET, MUNICIPALITY OF KINCARDINE
WHEREAS Section 110 of the Municipal Act, 2001, S.O. 2001, c.25, as amended
authorizes that municipalities may enter into agreements for the provision of
municipal capital facilities and that those agreements may allow for the lease of
the facilities;
WHEREAS Sections 8 (1) and 9 of the said Municipal Act, provides 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 a municipality 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 Council of The Corporation of the Municipality of Kincardine
deems it advisable to enter into a co-venturing agreement with Contact North ola
elearnnetwork.ca. in order to establish an e-Iearn network location within the
Municipality;
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 co-
venturing agreement with Contact North ola elearnnetwork.ca for the
rental of space at 385 Queen Street, Municipality of Kincardine.
That the Mayor and CAO be authorized to sign, on behalf of The
Corporation of the Municipality of Kincardine, the co-venturing agreement
with elearnnetwork.ca, attached to this by-law as Schedule "A".
That this by-law shall come into full force and effect upon its final passage.
That this by-law may be cited as the "Elearnnetwork.ca (2008) Co-
venturing Agreement By-law".
2.
3.
4.
READ a FIRST and SECOND time this 10th day of December, 2008.
;J.~ ~ VlmoUltr,'1 ~QQHl
yor ~'LW~ Clerk.
READ a THIRD time and FINALLY PASSED this 10th day of December, 2008.
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ayor
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~u.."'(:J...~ Clerk
Scluidule "A" to By-law No. 2008-190
CO-VENTURING AGREEMENT
elearnnetwork.ca
Location: 385 Queen Street,
Kincardine Ontario
BETWEEN
Municipality of Kincardine
1475 Concession 5, RR #5
Kincardine, ON
N2Z 2X6:
AND
Contact North I Contact Nord
ola elearnnetwork.ca/reseauelearning.ca
1139 Alloy Drive, Suite 104
Thunder Bay, ON P7B 6M8
WHEREAS the development of local communities can be enhanced by making it
possible for its residents to access secondary school and post-secondary
programs and courses without having to leave their community.
BOTH PARTIES AGREE TO FORM A JOINT VENTURE IN ORDER TO
ESTABLISH AN ELEARNNETWORK.CA LOCATION IN KINCARDINE.
Municipality of Kincardine
ROLE AND CONTRIBUTION
The Municipality of Kincardine agrees to become a Joint Venturer in this initiative
and agrees to the following:
. Provide a suitable learning environment location in which the
elearnnetwork.ca location will be established. The location provided will be
Room 1 & 2 (as indicated on the attached Schedule A) in the former
Westario Building in Kincardine. This location will be referred to as an
elearnnetwork.ca location and is to be dedicated for the sole use of
elearnnetwork.ca.
. Provide secured access for elearnnetwork.ca staff from a specific
designated entrance, 24 hours a day, 365 days a year (including
scheduled breaks, and holidays unless another suitable arrangement is
concluded).
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. Allow elearnnetwork.ca to display exterior and interior signage in a
suitable location to advertise elearnnetwork.ca's services and direct
people to the elearnnetwork.ca location.
. Negotiate and supervise renovation contract(s) required by
elearnnetwork.ca to bring the location to a suitable space environment.
. Ensure payment of rent, heat and hydro and other premise-related costs
for the designated space
. Support the efforts of the co-venture by promoting distance education to
its residents by helping promote the service available in their community
(Le: providing a web link, referring potential students etc.).
ELEARNNETWORK.CA'S ROLE AND CONTRIBUTION
elearnnetwork.ca agrees to become the operating co-venturer in this initiative
and agrees to provide the following:
. Provide and cover the costs associated with equipment to enable students
to access distance education programs/courses. This includes office
equipment, computers for e-Iearning workstations, audioconferencing
technology, videoconferencing technology, as well as all
telecommunication costs such as phone lines and internet access.
. Provide and cover the costs associated with all signage to be displayed on
the interior and exterior of the elearnnetwork.ca location
. Provide access for residents to programs, courses and training offered by
colleges and universities participating in the initiative as well as by other
publicly-funded institutions
. Provide and cover the preapproved costs for renovation contract(s)
required to bring the location to a suitable space environment.
. Hire and cover the costs related to local staff for the promotion and
operation of the elearnnetwork.ca location. Any staff member hired and
paid by elearnnetwork.ca is considered an employee of elearnnetwork.ca
and reports directly and exclusively to elearnnetwork.ca.
. Provide training, technical support (at a distance) and administrative
support (at a distance) to operate the elearnnetwork.ca location
. Provide documentation for its staff for marketing and administration
purposes
. Maintain and upgrade equipment to elearnnetwork.ca's specifications to
enable participation in courses delivered
. Provide annual onsite maintenance of the equipment
. Provide policies of insurance to cover elearnnetwork.ca's equipment in the
premises
elearnnetwork.ca recognizes that in the case of work stoppages, an alternative
delivery solution will be envisaged.
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elearnnetwork.ca recognizes that no additional costs are to be incurred by the
Municipality of Kincardine as a result of this initiative.
Indemnity
The elearnnetwork.ca agrees to fully indemnify and hold harmless the
Municipality from and against all suits, judgments, claims, demands, expenses,
actions, causes of action and losses of any kind and for any and all liability for
damages to property and injury to persons (including death) which the
Municipality may incur, sustain or suffer as a result of, arising out of or in any way
related to the matters addressed in this Agreement, unless such losses are
caused by the Municipality's own negligence or wilful misconduct.
Insurance
The elearnnetwork.ca shall put in effect and maintain in its name, at its expense,
all the necessary insurance that would be considered appropriate for a prudent
tenant undertaking this type of operation for the period during which the
Agreement is in effect with insurers acceptable to the Municipality, including:
1. Commercial General Liability Insurance, for third party bodily injury,
personal injury and property damage to an inclusive limit of not less than
Two Million Dollars ($2,000,000.00) per occurrence. The policy shall
include:
a) The Corporation of the Municipality of Kincardine as an additional
insured;
b) Cross liability
c) Contractual liability;
d) Tenant's Legal Liability
e) Contents coverage on a replacement cost basis for all property
owned by the elearnnetwork.ca and located at the former Westario
Building (385 Queen Street); and
f) A thirty (30) day written notice of cancellation
2. The elearnnetwork.ca shall provide the Municipality with a valid Certificate
of Insurance as evidence of the above coverages upon signing the
agreement. The Eleannetwork.ca shall provide the Municipality with any
renewal replacement certificates as may be necessary during the term of
the Agreement.
3. The elearnnetwork.ca shall be responsible to obtain Certificates of
Insurance for the above coverages from each tenant and shall make these
available to the Municipality for its review if requested.
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RELATIONSHIP
Nothing in this Agreement creates or is intended to create a partnership between
Municipality of Kincardine and elearnnetwork.ca. Each Party shall have the right
to engage in and receive full benefits from any independent business activities or
operations, whether or not competitive with the business activities or operations
of the other Party, without consulting with, or obligation to, the other Party. The
doctrines of corporate opportunity or business opportunity that sometimes apply
to persons engaged in a joint venture shall not apply in the case of either Party
with respect to information related to such other business activity. There are no
implied covenants contained in this Agreement or arising out of this Agreement or
arising out of the receipt of any information pursuant to this Agreement or
otherwise.
SIGNATURE
This agreement may be modified at any time by written consent of both parties.
This agreement is in effect until such time that either party provides 90 days
written notice of termination.
SIGNED, SEALED AND DELIVERED
in the presence of
Witness
) THE CORPORATION OF THE
) MUNICI L1TY KI ARDINE
)
)
) Mayor - L raemer
) , .
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) ~er:\..,--- ~3,~o^^dY
) AO - John deRosenroll ,,' ,"
)
)
) Dated:{)Q,fQJll.-bo/\ In d€-D~
)
)
)
)
)
)
)
)
)
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) Dated:
er"
Comeau
cutive Director
arnnetwork. ca/reseauelearning. ca
The Network
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SCHEDULEW
LEARNING CENTRE
(385 QUEEN STREET, FORMER WESTARIO BUILDING)
elearnnetwork.ca
Distance Education
Community Storage
Area
Notes
Post Secondary Skill 1) This is a draft concept plan only
Enhancement Area