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HomeMy WebLinkAboutBRU 98 033 agree comm alert net THE CORPORATION OF THE TOWNSHIP OF BRUCE BY-LAW NO. 98-33 . BEING A BY-LAW to authorize the entering into an agreement between The Community Al ert Network, Inc. and The Corporation of the Township of Bruce to provide a service, the purpose of which is to assist municipalities and other organizations in telephone communications. NOW THEREFORE the council of The Corporation of the Township of Bruce enacts as follows: 1. That The Corporation of the Township of Bruce do enter into an agreement with The Community Alert Network, which forms part of this by-law as Schedule 'A', and a copy of which is hereto annexed. 2. That the Reeve of The Corporation of the Township of Bruce is hereby authorized to execute the said agreement on behalf of the Township by his signature and the affixing of the Corporate Seal of The Corporation of the Township of Bruce. 3. This by-law shall come into force and be effective upon its final passage and execution of the said agreement. By-law introduced and read a First time this TWENTY-FIRST day of JULY, 1998. By-law read a Second time this TWENTY-FIRST day of JULY, 1998. By-law read a Third time and finally passed, signed, sealed, and numbered 98-33 this TWENTY-FIRST day of JULY, 1998. -~1!4 CLERK REEVE SEAL - - .: ~ . - ". }fI(- f . ~ Community Alert Network, Inc. Personnel Contract · ,,- 2 COMMUNITY ALERT NETWORK, INC. PERSONNEL CONTRACT Agreement made this Uth day of jJ.mc. ms by and between COMMUNITY ALERT NEìWORK, INC., a corporation duly organized and existing under the laws of the State of New York with principal offices located at 255 Washi",~n Avenue Ext.. Suite 105. Alba",)' New York 12205 (hereinafter referred to as "CAN"), and Bruce Township, a corporation duly organized and existing under the laws of the Province of Ontario with principal offices located at RR 3 Tiverton. Ontario Canada NOG2TO (hereinafter referred to as "the Corporation"). WHEREAS, CAN provides a service, the purpose of which is to assist municipalities and other organizations in telephone communications and WHEREAS, the Corporation desires to engage the services of CAN for the purpose of coordinating a program and service for its personnel and other identified contacts. NOW, THEREFORE, in consideration of mutual agreements, covenants and promises herein contained, the parties agree as follows: I. The Corporation shall identify, establish and designate specific telephone lists. 2. CAN shall program and store into its computers all telephone numbers provided by the Corporation not to exceed 250. Such numbers shall be programmed in such a manner so as to access all or any previously specified portion thereof. 3. CAN will maintain the confidentiality of all telephone numbers received from the Corporation. 4. All Corporation provided changes, corrections, and deletions will be free of charge during the first 90 days of this Agreement. Changes will be accommodated at a cost to the Corporation of $35.00/100 if provided on hard copy (minimum of $100.00). Changes on disk will be accommodated at no; fee providing the format is acceptable to CAN. Normal changes will be completed within 3 business days of receipt by CAN, normal changes include: All security changes, Voice messages, Point of Contract changes and Unlisted telephone numbers. (Special programming Not included). For under 72 hours there will be a $100 rush charge. A Rush change will be completed within less than 24 hours of receipt by CAN, providing they are "normal" changes as described above. 5. The Corporation and CAN shall agree upon, prior to utilizing the services of CAN, the administrative offices and personnel thereof who shall be authorized to access said services. CAN shall be "on-line" and ready for use on the first of the month, after .. .I.'( !" 3 , -- 60 days from the date of this Agreement or the receipt of data, or first years payment in full, whichever is later. 6. Upon receiving a request from authorized personnel in a manner agreed upon by the parties, the services of CAN shall be activated and calls initiated as instructed. CAN shall record the amount of Telephone Line Calling Time (hereinafter referred to as TLCT) that waS used on behalf of the Corporation per each requested activation thereof. 7. Telephone Line Calling Time is measured by the amount of elapsed time from the first calf to the last call multiplied by the number of lines used for the event. 8. CAN will use facsimile transmission to transmit the report immediately upon completion of each calling session to a facsimile machine and number furnished by the Corporation. 9. CAN agrees to provide trained personnel to activate the client requested services on a twenty-four (24) hour per day basis, seven days per week. 10. CAN's services are provided on a priority basis. Actual incidents shall always take precedence over drills and/or tests. One hundred percent of CAN's capacity shall be available to the first client that calls. In the event there are two simultaneous incidents, CAN shall divide its services 50/50. If there is a perceived greater need, for example, a release of hazardous materials versus a call regarding a missing person that has been missing for three days, CAN shall call the client with the perceived lesser need and ask permission to postpone their calls for the time necessary to address the greater need. The client has the right to decline the request. II. CAN agrees to provide the Corporation with TlCT for the term of this agreement. The Corporation agrees to pay CAN $55.00 per hour of TLCT used to deliver the Corporation's requested telephone communications with a minimum charge of I hour of TLCT. CAN agrees to invoice the Corporation for all usage within 10 days of the calling session and the Corporation agrees to compensate CAN within 30 days of the invoice date for all usage. 12 FreeTestlDrills of 100 calls maximum per test per year. (Pre-arranged only, 48 hours advance notice to CAN). No carry over to the following year if not used. 12. In the event that the Corporation fails to compensate CAN for the invoiced usage within 30 days of billing, CAN shall be under no obligation to provide the Corporation with additional calling sessions. 13. CAN shall not be responsible for any acts or omissions of the Corporation or its administrative offices, their employees, agents, contractors, officers or directors resulting in the failure of CAN to perform under this agreement. CAN shall not be responsible for failure to perform under this agreement by reason of strikes, Acts of God, breakdown of telephone lines and service, power shortages or blackouts, or other , 4 causes beyond the reasonable control of CAN. The Corporation and Community Alert NetWork, Inc. agree that CAN, its employees, directors, officers, agents, and subcontractors, are not liable or responsible to the Corporation for any errors or omissions in the information, or for any damages in a civil action for injuries, death of loss of person or porperty incurred by any person as a result of any action or omission of CAN or of any of its employees, directors, officers, agents, or subcontractors, except for willful or wanton misconduct. 14. The parties expressly acknowledge that CAN is contracted by the Corporation only for the purposes and to the extent set forth in this agreement, and the relation of CAN to the Corporation shall, during the period or periods hereunder, be that of an independent contractor. CAN shall not be considered as having employee status. 15. The Corporation shall pay to CAN such fees for its services hereunder: a one time Start-Up Fee of $1.500. Dollars U.S. plus an Annual Retainer Fee of $3.500 Dollars U.S. Such sum shall be paid upon the execution of this agreement. 16. This agreement shall continue for one year unless otherwise extended in accordance with Paragraph 17 hereof. 17. The Corporation shall have the right, at its option, as hereinafter provided, to extend the term of this agreement for four (4) successive one year periods each upon the following terms and conditions. (a) Each extension shall be upon the same terms, covenants and conditions as in this agreement provided, except that (I) There will be no further privilege of extension for the term of this agreement beyond the periods referred to above; (2) For each extension period, the Corporation shall pay to CAN the amount of $3 500. Dollars U.s. (Annual Retainer Fee) 30 days prior to the expiration of the terms of this Agreement. CAN will invoice the Corporation 60 days prior to the expiration of the term of this agreement. No refund if cancelled mid year. (b) Upon making such payment, this agreement shall be deemed extended for the specified period, subject to the provisions of this paragraph, without execution of any further instrument. 18. Any Agreement requiring multiple contacts or multiple billing arrangements will be subject to a contract management fee which is equal to 10% of the annual contract price multiplied by the number of additional entities required. 19. This Agreement sets forth the entire understanding and agreement between the parties as to the services to be provided by CAN and merges all prior discussions .- , J 5 ~ , " between them. This Agreement may be modified or changed only in writing; and such modifications and changes must be signed by both parties. 20. This Agreement shall be interpreted and construed under the laws of the State of New York. 21. If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and the remaining provisions of the Agreement shall in no way be affected or impaired thereby. 22. No guarantee is made of the accuracy of phone numbers provided except to the extent that ordinary business care will be taken in the acquisition, receipt, maintenance, and extraction of data so provided. No representation is made that the person intended to receive the call will be physically present. 23. This agreement may be executed as one or more duplicate documents, each one of which shall be considered as an Original Agreement. COMMUNITY ALERT NEìWORK. INC. BY: KENNETH E. BAECHEL, PRESIDENT CORPORATION BY: :JIo-J ;¿~j STATE OF NEW YORK ) 55.: COUNTY OF ) On the _ day of , 199_, before me personally came KENNETH E. BAECHEL, to me known, who, being by me duly sworn did depose and say that he resides in Schenectady, New York; that he is the President of COMMUNITY ALERT NEìWORK. INC., the corporation described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; and that it was so affixed and he signed his name thereto by order of the Board of Directors of the corporation. NOTARY PUBLIC 5TATEOF ) 5S.: COUNTY OF ) On the _ day of , 199_, before me personally came ,to me known, who, being by me duly sworn that (s)he resides in , that (s)he is the of the corporation described in and which executed the above instrument; that (s)he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; and that it was so affixed and (s)he signed (her)his name thereto by order of the NOTARY PUBLIC 3/98 Per '- 6 .. '."" . -, .'<.. ..