2005-086 To Authorize the Execution of a Share of Services/Site License Agreement between the Corporation of the Township of Oro-Medonte and Point to Point Broadband Inc.
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THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
BY-LAW NO. 2005-086
A By-law to Authorize the Execution of a
Share of Services/Site License Agreement
between
The Corporation of the Township of Oro-Medonte
and Point to Point Broadband Inc.
WHEREAS the Municipal Act, 2001,S.0. 2001, c.25, as amended, Sections 8 and 9(3)
authorize the municipality to pass by-laws to enter into license agreements and to
regulate same;
AND WHEREAS the Council of The Corporation of the Township of Oro-Medonte
deems it desirable to enter into a Share of Services/Site License Agreement with Point
to Point Broadband Inc. for a period of five (5) years commencing on October 1, 2004;
NOW THEREFORE the Council of the Township of Oro-Medonte hereby enacts as
follows:
1. THAT the Mayor and Clerk be authorized to execute the Share of Services/Site
License Agreement and Schedules "A", "B" and "c" of the Agreement, attached
hereto as Appendix "A", do hereby form part of this By-law.
2. THAT this by-law shall take effect on the final passing thereof.
BY-LAW READ A FIRST AND SECOND TIME THIS 10TH DAY OF AUGUST, 2005.
BY-LAW READ A THIRD TIME AND FINALLY PASSED THIS 10TH DAY OF
AUGUST, 2005.
THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
Q.)1,J 6\-6
~or, J. Neil Craig
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Appendix "A" to
By-law No. 2005-086
I RECEIVED'
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I ORO-lIIlEDONTE
, TOWNSHIP
.1\ It 1 2 2005
Share of Services/Site License
This SITE LICENSE (this "Agreement") is made as of
BETWEEN: The Township ofOro-Medonte (the "Owner") and Point to Point
Broadband Inc. (the "Operator").
WHEREAS:
A. The owner is the legal and beneficial owner of the Land, buildings and equipment
described in Schedule "A" (the "Building") and has authority to enter into this
agreement;
B. In order to provide communication services, including, without limitation, High
Speed Internet access and data and voice services (collectively, the "Services"), the
Operator must have access on, over and through certain portions ofthe Building to
construct, install, operate, maintain, repair, supplement, upgrade, replace, connect and
remove antennae, equipment, devices, microwave dishes, utility cables, signal receiving
and distribution equipment, grounding cables, as well as related machinery, frrmware
and/or software (collectively, the "Equipment");
C. The Owner has agreed to grant to the Operator a license to construct the equipment
on land described in Schedule "A".
NOW THEREFORE, in consideration of the mutual agreements hereinafter
expressed and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows.
l. Grant of License. Subject to the terms and conditions set forth in this Agreement, the
Owner hereby grants to the Operator, a non-exclusive license (the "License") to
construct, install, operate, maintain, repair, supplement, upgrade, replace, connect and
remove the Equipment on and in those portions of the Building as necessary for the
provision of the Services, and for any other purposes as are incidental thereto, without
limitation, in those portions of the Building as identified in Schedule "A" and outlined in
Quotation dated April 26/04 or Schedule "B".
2. Terms and Commencement. The term of the license (the "Term") shall be for a
Five year (5) period commencing on October l, 2004 (The "Commencement Date").
3. Service ExchanlZe/Fee. The Operator agrees to provide a connection for each site as
identified in Schedule "B". No license fee is payable by the Operator during the term of
the agreement or during any subsequent renewal (Section 8). If the agreement is extended
beyond the initial five year term, the Owner shall pay the operator a monthly service fee
of$480.00 per month.
4. Aecess. The Operator and its independent contractors shall be entitled to 24 hour,
seven day per week use of; and access to the common areas of the Building including,
without limitation, the elevators, stairwells, basement, closets, risers and conduits, subject
only to the Owner's reasonable security requirements. Such access by the Operator and
its independent contractors, shall be for the purpose of providing the Services and
purposes incidental thereto including, but not limited to, constructing, installing,
operating, maintaining, repairing, supplementing, upgrading, replacing, connecting and
removing the Equipment, and for no other purpose.
5. Prior Access. The Operator and its independent contractors shall have reasonable
access to the Building at any time prior to the Commencement Date to asses whether the
Building is appropriate for the installation of the Equipment and the delivery of the
Services. Any damage or injury to the Building caused by tests of inspection carried out
by or on behalf of the Operator in respect thereto shall be promptly repaired by the
Operator at its own expense.
6. Title to Equipment. The Equipment shall at all times remain sole and exclusive
property ofthe Operator and title to the Equipment shall remain in the Operator
notwithstanding the attachment or affIXation of any such Equipment to the Building in
any manner and notwithstanding any rule of law or equity to the contrary. The Owner
and the Operator shall not permit any portion of the Equipment to become a fixture and
shall maintain such equipment as personal (moveable) property, and without limiting the
generality of the foregoing, shall not affix the equipment (or any portion thereof) to the
Building in a way which does not allow it to be removed without causing serious damage
to the Building or the Equipment. The Owner shall not remove or permit its removal from
the Building without the prior written consent of the Operator
7. Non-Intenerence. The Owner and Operator shall not cause or permit others to
interfere with or impair the Equipment. (~/oJ g CJ...u._. with writ ten notice
~/~ j"~t~east sixty (60) days
8. Renewals. The Initial Terms ofthe License may be renewed by the Operator,-witlillillll-
prior T!l'Ifire, for three (3) consecutive five (5) year terms (each, an "Extension Term").Should
Operator or Owner elect not to extend the License for any Extension, it shall so notifY
owner in writing to this effect at least sixty (60) days prior to the expiration of the Initial
Term or the current Extension Term.
9. Termination. Either party may terminate this Agreement immediately if the other
party is in breach of a material term or condition of this agreement and such party does
not remedy the breach to the other party's satisfaction, acting reasonably, within thirty
(30) days of receiving notice thereof.
10. Compliance with Law. The Operator shall ensure that the installation, operation
and maintenance of the Equipment and the delivery ofthe Services to the Owners comply
with applicable law including, where applicable, building code, environmental law
including, and Industry Canada and Transport Canada requirements.
11. Indemnification. The Owner and the Operator shall indemnifY and hold harmless
the other party and its officers, directors, employees, agents and shareholders from and
against any and all costs, expenses, claims, damages, injury and losses to person or
property which result from or are attributable to the unlawful or negligent use of the
Building or the Equipment by such indemnifYing party or its lawful representatives.
12. No Conflict. The Owner warrants that the rights granted hereunder do not conflict
with any rights previously granted by the Owner to others.
13. Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder must be in writing and will be effective
upon receipt, if delivered personally at the address set forth below, or, if sent by facsimile
transmission, upon confirmation of delivery.
Owner: The Corporation ofthe Township of Oro-Medonte
l48 Line 7 South
Box 100, Oro
Ontario, LOL 2XO
Contact number: 705-487-6499
Contact Fax: 705-487-0133
Operator: Point to Point Communications Inc.
38 Hooper Rd,
Barrie, Ontario
L4N-8Z8
Contact number: 705-72 1 -9877
Contact Fax: 705-72l-102l
14. Governinl!: Law. This Agreement shall be constructed in accordance with the laws
of the Province of Ontario. and the laws of Canada applicable therein.
l5. Assil!:nment bv Operator. The Operator may assign this Agreement, including the
License, to a corporate affiliate or a purchaser of all or part of the Operator's assets. If so,
the Operator will provide sixty (60) days written notice.
l6. Transfer and AssilZUment bv Owner. The Owner shall have the right to transfer
and assign, in whole or in part, all of its rights and obligations hereunder, together with
all or part of its interest in the Building and, in the event of a transfer of its interest in the
Building, shall have the obligation to obtain the agreement of its successor in interest to
assume and be bound by all of the obligations of the Owner hereunder. If so, the Owner
will provide sixty (60) days written notice.
17. Force Majeure. Notwithstanding any other term of provision of this Agreement,
neither party shall be in default under this Agreement or liable to the other for any act or
failure due to or resulting from any strikes, riots, acts of God, shortages of labour or
material (not caused by the party seeking the benefit of this paragraph), war,
governmental laws, regulations or restrictions or any other cause whatsoever beyond the
reasonable control of such party (other than a lack of finances).
l8. Benefit of the AlZreement. This Agreement and the recitals hereto shall endure to
the benefit of and be binding and the parties hereto and their respective heir,
representatives, successors and assigns (as the case may be in accordance with the terms
hereof).
19. Severabilitv. If any term or provision of this Agreement is determined to be invalid,
illegal or unenforceable in whole or in part, such invalidity, illegality or enforceability
shall not affect any other provision of this Agreement, and this Agreement shall be
constructed as if such invalid, illegal or unenforceable term or provision had not been
contained herein.
20. Internretations. Wherever necessary or appropriate in this Agreement, the plural
shall be interpreted as singular, the masculine gender as feminine or neuter and vice
versa.
2 l. Attached Ouotatiou. As per quotation dated April 26/04, Point to Point Broadband
Inc agrees to provide the necessary bandwidth for the water SCADA system for the
Township ofOro-Medonte. The spirit ofthis agreement is to provide High Speed
connectivity for the Township as outlined in the Quotation dated April 26/04. Note as
Schedule "B".
. Schedule "A" - Description of Site
. Schedule "B" - Quotation, dated April 26/04
. Schedule "C" ..... Sites installed as per original Quotation
IN WHITNESS WHEREOF the parties hereto have duly executed this Agreement.
Dated this 10th day of August, ,2005
Owner: The Corporation of the Township of Oro-Medonte
~d
I have the authority to bind the corporation
Operator: Point to Point Broadband Inc
Per:
Name: Sam Lowry
SCHEDULE "A"
DESCRIPTION OF THE SITE, BUILDING AND EQUIPMENT
Subject Lands: Canterberry/Oro Station, Moonstone and Sugar Bush well/pump sites. If
other sites are required for delivery of High Speed connectivity written approval will be
required from the Township.
SCHEDULE "B"
QUOTATION DATED APRIL 26/04
April 26/04
Township ofOro-Medonte
P.O. Box 100
Oro, Ontario
LOL2XO
Attn: Mr. Keith Mathieson
Subiect: Proposed Wireless Network for Data Acauisition/A1arm Monitorina
System
As you are aware the Simcoe County Fast Link Community Connectivity Project did not
receive any funds from the Federal Government. Therefore we would like to present the
following option for your consideration.
The proposal attached will continue with the High Speed connectivity ofthe water sites
for The Township of Oro-Medonte. This connectivity will allow for applications such as
High Speed data flow, camera applications and alarm monitoring.
We are willing to subsidize the infrastructure for this project ourselves. This will aid us in
the continued rollout of our High Speed Internet service within Oro-Medonte.
The following sites are selected for infrastructure installation to allow for a four km
radius, per site, for residential/commercial High Speed Internet access. These sites are
Harbourwood, Moonstone, Edgar and Sugar Bush. These sites will be equipped to supply
the local community with Internet connectivity.
Attached a list of references and an lntroduction to Point to Point. If you have any
questions, please call l-800-721-9877.
Sincerely,
Sam Lowry
Point to Point Broadband Inc.
www.slowry@ptpcomm.com
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Some of the advantages of using our wireless broadband system are:
Your information remains within the County's "walls". This system is designed to move
your information securely through our wireless system and the Simcoe Country Fibre
backbone without hitting the outside world.
High Speed, 1 Mbps upload and 1 Mbps download. If you need real time information or
need to move large amounts of data our system will accommodate.
Hardware maintenance, it would be our responsibility to maintain the antenna
infrastructure and connection. We will initially supply and install the required routers.
Monitoring 24/7, we monitor every access point. If your site connection is interrupted or
degraded we will be alerted and respond.
Share of Services Agreement
The site antennas and infrastructure for the water system would be the responsibility of
Point to Point Broadband. ln return, Point to Point Broadband would agree to provide an
exchange of services for the site rental on each site. These sites will allow us to offer
local residential and commercial High Speed Internet connection. The sites will be
configured to our wide area wireless network for commercial application and in turn be
utilized for your SCADA application.
Quotation
Point to Point will assume all infrastructure costs for the communications path from each
site to SCBN network. Each site will be designated with a static IP address and have a
demarcation point, RJ45, at each well site. Point to Point will assume ongoing
maintenance and be responsible for the continued monitoring services.
Cost
Twelve sites as indicated:
$l20.00 per month per site, $1,440.00 plus taxes for 60 months. Thereafter, $40.00 per
month per site, month by month term.
1 st and last in advance
Add-ons
Any add on sites will be at $40.00 per month per site plus install. Basic install starts at
$l,250.00.
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SCHEDULE "C"
DESCRIPTION OF CONSTRUCTED SITES
Sugar Bush, 3310 Line 6 North
Horseshoe Valley, 1A Country Club Laue
Maplewood, 40 Maplewood Parkway
Craighurst, 33 Procee Circle
Cauterburry,1 Somerset Boulevard
Shanty Bay, 1950 Gowen Road
Harbourwood, 38 Shelswell Boulevard
Robincrest, 5464 Line 8 North
Medonte Hills, 5341 Line 7 North
Cedarbrook. 1547 Ridge Road E
Warminister, 1 Georgian Drive
Lake Simcoe Regional Airport, 224 Line 7 North