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2019-073 By-law to authorize the execution of a Lease Agreement between the Township of Oro-Medonte and Point to Point Broadband Inc., and to repeal By-law 2003-040 and 2008-067The Corporation of the Township of Oro-Medonte By-law No. 2019-073 A By-law to authorize the execution of a Lease Agreement between the Township of Oro-Medonte and Point to Point Broadband Inc. and to repeal By -Law 2003-040 and 2008-067 Whereas Section 224 of the Municipal Act, 2001, S.O. 2001, c.25, as amended, provides that the role of Council is to ensure that administrative practices are in place to implement the decisions of Council; And Whereas Council of the Township deems it necessary and desirable to pass a By- law to authorize the Manager of Environmental Services to execute a Lease Agreement with Point to Point Communications Ltd; Now Therefore the Council of the Township of Oro-Medonte hereby enacts as follows: That a Lease Agreement be entered into in accordance with the words and terms set out in the Lease Agreement attached hereto as Schedule A, and forming part of this by-law. 2. That By -Law Nos. 2003-040 and 2008-067 be repealed. 3. This by-law shall take effect on the final passing thereof. By-law read a First, Second and Third time, and Passed this 14th day of August, 2019. The Corporation of the Township of Oro-Medonte M 'or, H.S. Hugj es Dep y Clerk, Janette Teeter Schedule ' ' to By -Law No. aOkq - '�7 3 SITE LICENSE This SITE LICENSE (this "Agreement') is made as of September 1, 2019. BETWEEN: The Corporation of The Township of Oro-Medonte (the "Owner") and Point to Point Broadband Inc. (the "Operator"). WHEREAS: A. The Owner is a legal and beneficial owner of the land, buildings and equipment described in Schedule "A" (the "Property") 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 of the Property 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, firmware and/or software (collectively, the "Equipment"); C. The Owner has agreed to grant to the Operator access to existing water tower as 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: 1. Grant of License. Subject to the terms and conditions set forth in this Agreement, the Owner hereby grants to the Operator, an 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 Property as necessary for the provision of the Services, and for any other purposes as are incidental thereto, without limitation, on those portions of the Property as identified in Schedule "A". 2. Terms and Commencement. The term of the license (the "Term") shall be for a period of five (5) years commencing on September 1, 2019 (The "Commencement Date"). 3. Fee. The Operator will pay the owner $186.00 per month or $2,232.00 annually. 4. Access. The Operator and its independent contractors shall contact the Owner to gain access to the common areas of the Building including, the elevators, stairwells, basement, telephone closets, risers and conduits, subject to the Owner supplying certified water operators. 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 access whether the Building is appropriate for the installation of the Equipment and the delivery of the Services. The Operator at its own expense shall promptly repair any damage or injury to the Property caused by tests of inspection carried out by or on behalf of the Operator in respect thereto. 6. Title to Equipment. The Equipment shall at all times remain sole and exclusive property of the Operator and title to the Equipment shall remain in the Operator notwithstanding the attachment or affixation of any such Equipment to the Property 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 Property in a way which does not allow it to be removed without causing serious damage to the Property or the Equipment and shall not remove or permit its removal from the Property without the prior written consent of the Operator. 7. Utility and Other Costs. The utilities required for the operation of the Equipment shall be the sole responsibility of the Owner. 8. Non -Interference. The Owner shall not cause or permit others to interfere with or impair the Equipment. 9. Renewals. The Initial Terms of the License may be renewed by the Owner/Operator, without notice, for two (2) consecutive five (5) year terms ( each an "Extension Term"), and the privations of this agreement shall apply to any Extension Term. 10. Termination. The Operator may terminate this Agreement for any reason without any penalty upon 90 days prior written notice to the Owner. 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 parry's satisfaction, acting reasonably, within thirty (30) days of receiving notice thereof. 11. Site Restoration. The Operator shall remove the equipment from the Property within ninety (90) days after the termination or non -renewal of this license and shall restore the Property to the condition it was at the date first above written, reasonable wear and tear excepted. 12. Insurance. The Operator shall maintain such insurance coverage as is reasonably satisfactory to the Owner, including not less than $5,000,000 in liability coverage. Upon the reasonable request of the Owner, the Operator shall provide to the Owner written evidence thereof. 13. Compliance with Law. The Operator shall ensure that the installation, operation and maintenance of the Equipment and the delivery of the Services comply with applicable law including, where applicable, building code, environmental law, and Industry Canada and Transport Canada requirements. The Operator shall indemnify and save harmless the Owner, his family, guests, employees and independent contractors against any and all costs, expenses, claims, damages, injury and losses to person or property which result from or are attributable to failure of the Operator to comply with applicable law. 14. Indemnification. The Operator shall indemnify and save harmless the Owner and his family, guests, employees and independent contractor 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 Property or the Equipment by the Operator or its lawful representatives. 15. No Conflict. The Owner warrants that the rights granted hereunder do not conflict with any rights previously granted by the Owner to others. 16. 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. 17. Governing Law. This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 18. Assignment by 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. 19. Transfer and Assignment by Owner. The Owner shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder, and, in the event of a transfer of the Owner's title to the Property, shall have the obligation to obtain the agreement of his successor in title to assume and be bound by all of the obligations of the Owner hereunder. 20. Force Maieure. 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, changes to statutes, regulations or municipal by-laws made subsequent to installation of the Equipment and commencement of the Services, or any other unanticipated cause whatsoever beyond the reasonable control of such party (other than a lack of finances). 21. Entire Agreement. This Agreement contains all of the agreements and understandings of the parties in respect of the subject matter hereof and supersedes all prior oral or written understandings or agreements between the parties. This Agreement shall not be modified or amended, except as agreed in writing by the parties. 22. Benefit of the Agreement. This Agreement and the recitals hereto shall inure to the benefit of and be binding on the parties hereto and their respective heirs, representatives, successors and assigns (as the case may be in accordance with the terms hereof). 23. Severability. If any term or provision of this Agreement, except clause 13, 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 construed as if such invalid, illegal or unenforceable term or provision had not been contained herein. 24. Responsibilities for Services and Equipment. The Operator will have no liability whatsoever to the Owner in the event of a failure or interruption of any Services or any Equipment provided that the Operator uses its best efforts to remedy the failure or interruption forthwith. 25. Interpretations. Wherever necessary or appropriate in this Agreement, the plural shall be interpreted as singular, the masculine gender as feminine or neuter and vice versa. 26. Schedules. The schedules and other documents attached or referenced in this Agreement including, without limitations, the Schedules indicated below are an integral part of this Agreement. • Schedule "A" — Description of Site IN WITNESS WHEREOF the parties hereto have duly executed this Agreement. Dated this 3 II day of Ju, 2019 Owner: The Corporation of The Township of Oro-Medonte Per: 1 9 C Name: Michelle Jakobi Title: Manager, Environmental Services Contact Address: The Corporation of The Township of Oro-Medonte Contact Telephone: (705)487-2171 Contact Facsimile: (705)487-0133 Operator: POINT TO POINT BROADBAND INC. Per: Name: Sam o Title: VP I have the authority to bind the corporation Contact Address: 38 Hooper Road Barrie, Ontario L4N 8Z9 Contact Telephone: (705)721-9877 Contact Facsimile: (705)721-1021 SCHEDULE"A" DESCRIPTION OF THE SITE AND EQUIPMENT Horseshoe Highlands Elevate Water Storage Tower 52A Highland Drive, Oro-Medonte Equipment installed by Point to Point at the Hosrshoe Highlands Elevated Water Storage Tower related to the provision of local wireless high speed internet.