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HomeMy WebLinkAbout91-48 ~ .~. .. THE CORPORATION OF THE TOWN OF NEWCASTLE BY-LAW 91- 48 being a by-law to authorize the entering into of an agreement between Bell Canada and the Town of Newcastle WHEREAS the Council of the Town of Newcastle passed Resolution #C-382-90 on May 28, 1990, authorizing installation of telephone lines and radio equipment for the establishment of a central dispatch location; and WHEREAS it is now necessary to enter into an agreement with Bell Canada for the installation of the remainder of the telephone equipment; NOW THEREFORE THE COUNCIL OF THE TOWN OF NEWCASTLE ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk be authorized to execute on behalf of the Corporation of the Town of Newcastle, and seal with the Corporate seal, an agreement between Bell Canada and the Corporation of the Town of Newcastle, dated this 25th day of March 1991, attached hereto as Schedule "A" and forming part of this by-law. By-law read a first and second time this 25th day of March 1991 By-law read a third time and finally passed this 25th day of March 1991 MAYOR .' " ,,". . .~ SCHEDULE IIAII 1990 01 19 Contract No. ..:1:14d.. a BELL CANADA SPECIAL ASSEMBLY RATE STABILITY CONTRACT BETWEEN: (Name of Customer) (Address) Corporation of The Town of Newcastle 40 Temperance Street . Bowma;Q._ville OntariQ LIe 3A6 t nereJ.nafter ca.Llea the "Customer") AND: BELL CANADA (hereinafter called the "Company") General provision 1. Subject at all times to the applicable Terms of Service (including limitation of liability contained therein) and the tariffs of the Company, which may be changed from time to time, and subject to the terms and conditions stated herein, the Customer requests the Company and the Company agrees to furnish, install and maintain the Equipment/Service at the Place of Installation specified in Schedule 1. Definition of Terms 2. For purposes of this Contract, the following terms are defined to mean: (a) "Contract Term" means a period of 120 months commencing on the Installation Date of the Equipment/Service specified in Schedule 1, during which the Company undertakes to furnish and maintain the Equipment/Service; (b) "Equipment/Service" means the equipment and service described in Schedule 1 and Confirmation Schedules, if any, to this contract: .' > ~ , - 2 - (c) "Installation Date" means the date on which the Equipment/ Service is installed and ready for use initially, and, if additions are made in accordance with Section 6, the date(s) on which such additions are installed and ready for use; and (d) "Minimum contract Period" means each period of time, commencing of the Installation Date, which the customer has selected and specified in Schedule 1, and Confirmation Schedules, if any, as the period during which the Customer will pay the Tier A applicable rates and charges described in paragraph 3(1)(a). 3.(1) Rates and Charaes 3.(2) 3.(3) 3.(4) Pursuant to this Contract, the customer shall pay the following rates and charges for the Equipment/service to be provided under this contract: (a) Tier A - the rates and charges specified in the Company's tariffs which are applicable to the Equipment/Service during the Minimum contract Period selection. (b) Tier B - the recurring rates and charges applicable to the Equipment/service during the Contract Term and referred to in the company's tariffs. (c) Service Charges - the service charges, including installation charges, and any other charges applicable to the Equipment/ Service and referred to in the Company's tariffs. The rates and charges specified in subsection 3.(1) may be revised by the Company from time to time, as approved by the CRTC. However, the Company undertakes not to request a revision to the Tier A rates and charges applicable to the customer as determined in accordance with subsection 3.(5) and as set out in Schedule 1 and any Confirmation Schedules. For any equipment or service provided by the Company and not described in Schedule 1 and Confirmation Schedules, if any, to this contract, the customer shall pay the applicable rates and charges, including Service Charges, specified in the Company's tariffs. The Customer may at any time during the Minimum Contract Period make a single payment for the remaining Tier A charges. The amount of the payment is the present worth, using the Company's cost of money at the time of making the single payment, of the remaining Tier A charges. I _ 1. I - 3 - 3.(5) The applicable Tier A rates and charges as described in paragraph 3(1)(a) shall be determined as follows: (a) For Schedule 1, those rates and charges in effect at the date on which Schedule 1 has been signed by both parties, or the Installation Date of the Equipment/service, whichever, is earlier, and, (b) For Confirmation Schedules, those rates and charges in effect at the date on which the Confirmation Schedule is signed by the company, or the Installation Date of the additional Equipment/service, whichever is earlier, however, in each case, the proposed Installation Date must be set out in the applicable Schedule prior to signature by the Company and, in the case of Schedule 1, by the Customer. The proposed Installation Date for the Equipment/Service must not be more than 12 months following the date of the signing of the applicable Schedule. 3.(6) If, through no fault of the company, the proposed Installation pate as set out in the applicable Schedule is not met, then the Tier A rates and charges as described in paragraph 3(1){a) shall be those in effect on the Installation Date. 3.(7) On the termination of the Minimum Contract Period{s) selected by the customer and specified in Schedule 1 and Confirmation Schedules, if any, the customer will discontinue payment of the Tier A rates and charges for the applicable Schedule but will continue to pay the Tier B rates and charges for the applicable Schedule until such time as the contract terminates. Contractual Denosits 4. Upon the signing of this Contract, the Customer shall make a payment of $ NIL which will be credited to the Customer's account after the commencement of the Minimum Contract Period. In the event of customer termination of the Contract prior to commencement of the Minimum Contract Period, this deposit shall be applied to the Company's cancellation charges calculated in accordance with subsection 5(1) of this Contract. Termination bv CUstomer 5.(1) In the event of termination of the Contract by the Customer prior to the commencement of the Minimum contract period, the Customer will pay a cancellation charge in accordance with Article 20.2 of Item 10 of the company's General Tariff. The cancellation charge will be the lesser of either the full charge for the Minimum Contract Period plus the installation charge or the estimate costs incurred in .' - 4 - . installation less estimated net salvage. The estimated installation costs include the cost of unsalvaged equipment and materials speoifically provided or used plus the oost of installing, including engineering, supply expense, labour and supervision, and any other disbursements. 5.(2) In the event of termination by the CUstomer during the Minimum contract Period, no refund for Tier A rates and charges will be payable by the company to the customer, and the customer agrees to pay the Company an amount equal to the present worth, using the company's cost of money at the time of termination, of the remaining Tier "A" rates and charges, for the Equipment/Service which has been terminated. Such amount shall be due and payable as of the date of termination. Additions of Eauipment/service 6. The customer may, from time to time during the Contract Term, request the Company to provide additional Equipment/service which is offered under the applicable tariffs of the Company: (a) In accordance with one or more Confirmation Schedules, provided that each such Schedule shall have a separate Minimum Contract Period which shall be selected by the Customer, commencing on the Installation Date of the additional Equipment/Service and expiring no later than the expiry date of the Contract Term. Additional Equipment/Service may be ordered by an oral or written request from the Customer and the Company will forward a Confirmation Schedule to the Customer at the address shown in Section 13. The Contract for any additions expires coincident with the expiry date of the Contract Term or any renewal thereof; or (b) On any other basis which the Company may offer from time to time. Maintenance 7. The Company shall maintain the Equipment/Service in good operating condition throughout the period that this Contract is in effect, in accordance with the Terms of Service and Tariffs of the Company, subject to termination by the customer or the Company as provided herein. Assianmentof Contract 8. This Contraot may be assigned by the Customer with the prior written oonsent of the Company, which consent shall: not be unreasonably withheld. This Contract may be assigned by the Company with the prior written consent of the customer, however, no such consent shall be neoessary for assignment to the parent corporation of. the Company or to a subsidiary or affiliate of the Company. J ,'. . - 5 - Relocation 9.(1) 9.(2) The Customer may request the Company to relocate all or part of the Equipment/Service on the same premises as the place of installation specified in Schedule 1, or relocate all part of the Equipment/ serVice from the place of installation specified in Schedule 1 to a different place of installation. Such relocation shall be subject to a lapse in service which the Company shall attempt to minimize. The Customer will continue under the terms of this Contract, subject to any appropriate charges, and the Customer shall pay the applicable service charges specified in the Company's tariffs. However, where the Customer wishes to avoid a lapse in service, provided that (i) the Equipment/Service is offered for new installations under the company's tariffs and is in stock or otherwise available to the Company for installation, and (ii) the customer agrees to enter into one or more new Rate Stability Contracts or any form of contract(s) that the Company may agree to offer for the said Equipment/Service, this Contract shall terminate and the termination charges specified in this Contract shall not apply. system Conversion 10.(1) The customer may, at any time while this Contract is in effect, convert the Equipment/Service (hardware and/or software) to a different Company offering, provided the Customer terminates this Contract or that part thereof and pays the termination charges specified in Section 5. 10.(2) However, instead of paying the termination charges specified in Section 5, the customer shall either be charged or credited an amount determined and calculated in the manner described in subsection 10.(3), provided that: (a) the conversion of the Equipment/Service, or any part thereof, to the new equipment and service is determined by the Company to be an upgrade under the company's Rate stability Contract Upgrade POlicy, as amended from time to time and as provided to the Canadian Radio-television and Telecommunications commission; (b) the equipment to be replaced in reusable equipment, as defined in the company's Rate Stability Contract upgrade policy; and (c) the customer enters into one or more new Rate Stability Contract(s) or any form of contract(s) that the Company may agree to offer for the new equipment and service. , , .r" " - 6 - 10.(3) For all conversions described in subsection 10.(2), the amount of the charge/credit referred to therein shall be equal to the net difference obtained by subtracting from the termination charges specified in Section 5, the total credits calculated by COmbining the applicable credits described in (a), (b) and (c),. as follows: (a) With respect to all Equipment/Service converted within the initial twelve (12) months form the Installation Date thereof, the applicable credit is equal to eighty per cent (80%) of the combined Tier A single Payment Plan (SPP) rates for all such Equipment/service, based upon the specific Equipment/Service SPP rate set out in Schedule 1 or any Confirmation Schedules; (b) with respect to all Equipment/Service converted subsequent to the initial 12 month period referred to above but prior to the expiration of the 65th month from the Installation Date thereof or the expiration of the Contract Term, whichever is sooner, the applicable credit is equal to 80% of the combined Tier A SPP rates for all such Equipment/Service, based upon the specific Equipment/service SPP rate set out in Schedule 1 or any confirmation Schedules, minus one and one half per cent (1.5%) for each of the months, or any part thereof, next following the said initial 12 month period that the Contract or Confirmation Schedule, as the case may be, has been in effect; and (c) With respect to all other Equipment/service converted, the applicable credit is equal to zero. 10.(4) Any credit determined and calculated under subsection 10.(3) shall be applied to the Customer's account for the new equipment and service. 10.(5) A copy of the company's Rate stability Contract upgrade pOlicy, current as of the date of execution of this Contract, is attached hereto as SChedule 2. Effective Date of Contract and Terms of Renewal 11. This contract shall become effective when it has been executed by both the Customer and the Company and, unless earlier terminated in accordance with this Contract, shall continue in force for the contract Term and thereafter, unless terminated by either party upon thirty (30) days advance notice in writing to the other party at the address set out in Section 13 of this Contract. Option to Purchase 12,(1) At any time after the third year anniversary date of the commencement of the contract Term, or prior thereto where the customer is eligible under the terms and conditions of the company's Advance Purchase Option Addendum, the Customer may acquire ownership of all or part of the equipment described in Schedule 1 and confirmation Schedules, if any, in accordance with the terms and conditions of the company's Purchase Agreement, by paying the following: " .' , - 7 - (a) An amount equal to the present worth of the remaining Tier A charges, if any, for the equipment to be purchased, calculated using the company's cost of money at the time the Customer signs the company's Purchase Agreement; (b) The aggregate of the purchase option prices specified in Schedule 1 and Confirmation Schedules, if any, for the equipment to be purchased; and Where the customer wishes to acquire ownership of equipment prior to the third year anniversary date, the advance purchase option premium calculated at the time the Customer signs the company's Advance Purchase Option Addendum for the Equipment to be purchased. 12.(2) A minimum of thirty (30) days notice to the Company is required to complete the Purchase Agreement. (c) 12.(3) In the event that the manufacturer of the equipment described in subsection 12.(1) retains title or ownerShip rights to software resident in the equipment, the purchase option price for that software constitutes a non-exclusive, paid-up license to use the software only in conjunction with the equipment. Notices 13.(1) In the event that any notice is provided for or contemplated under this contract, such notice shall be hand delivered or sent by prepaid registered mail, addressed as follows: In the case of the customer: Corporation of The Town of Newcastle . 40 Temperance Street Bowmanville, Ontario LIC 3A6 In the case of the company: BELL INFORMATION SYSTEMS 305 MILNER AVENUE, FLOOR 8 SCARBOROUGH, ONTARIO M1B 3V4 or at any other address of which either party may notify the other in writing. 13.(2) In the case of notice by prepaid registered mail, the notice shall be deemed to have been received (5) five business days after mailing. 13.(3) For these presents, both parties elect domicile at the above addresses. .' , , " - 8 - Condition 14. In conformity with Section 20.(1) of the Senate and House of Commons Act (R.S.C. 1970, c. S-8) apply to every contract entered into or accepted by any person with the government of Canada, or any of the departments or officers of the Government of Canada, no member of the House of commons shall be admitted to any share or part of the agreement or to any benefits to arise therefrom. This Agreement is executed in duplicate copies, each of which shall be deemed to be an original. IN WITNESS WHEREOF the parties have executed this Agreement on the day of , 1990 BELL CANADA Per: MARIE HUBBARD, MAYOR Per: Title: Per: PATTI L. BARRIE, CLERK Per: Title: .. . ' .' 'l'1L1 ,) J Contract No. aGo<.7 ciJcl. SCHEDULE lA BELL CANADA RATE STABILITY CONTRACT SPECIAL ASSEMBLY CONTRACT Name of custom.er: Corporation of The Town of Newcastle Address of custom.er: 40 Temperance Street, Bowmanville, Ontario Place of Installation:132 Church Street, Bowmanville, Ontairo proposed Installation Date: January 2nd, 1991 Installation Date/Commencement of Contract Term: January 2nd, 1991 Exgirv Date of Contract Term: January 2nd 2001 --- - - - , Equipment/Service Descri'Dtion ouantity Minimum Contract Period Monthly Tier A Rates Tier A Single Payment Plan Rates Purchase Option Price UBS47-DAC 12/8R SLOT SHELF UBS48-DAC 4 PORT CARD 1 5 YRS 15.00 620.00 93.00 1 5 YRS 25.00 1034.00 155.10 This is Schedule lA to the Rate stability Special Assembly Contract executed by the CUstomer and Company. signed this day of 1990, in SCARBOROUGH Province of ONTARIO customer Bell Canada per: MARIE HUBBARD. MAYOR per: title: per: PATTI l. BARRIE~ CLERK " , , .' SCHEDULE 2 RATE STABILITY CONTRACT (RSC) UPGRADE POLICY 1. Definitions In this document, the following definitions apply: (a) "Conversion" means a coordinated replacement of Company-provided equipment (the "equipment replaced II) by other company-provided equipment (the IIreplacement equipmentll); (b) IIEquipment" means equipment or services provided by the Company under one or more RSC(s) or any form of contract that the Company may agree to offer, and includes: i) "Equipment Comprising Less Than a Single System II, namely, one or more components, excluding any components designated and rated as "Common Equipment" in the Company's tariffs, that are furnished by the Company to the same customer under one or more RSC(s). Examples of equipment comprising less than a single system currently found in the Company's tariffs include Line cards, Trunk Cards, Vantage Modular Sets, unity II Sets. Examples of Common Equipment are Vantage 12 common Equipment, SL-IMS Common Equipment Business Package NO.1, Meritor (TM) Common Equipment; ii) "Equipment Comprising a Single System", namely, a system comprised of one Common Equipment component and one or more other components, all of which are furnished by the Company to the same customer under one or more RSC(s); and iii) II Equipment comprising More Than a Single Systemll namely, more than one system comprised of more than one Common Equipment components and more than one other component, all of which are furnished by the Company to the same customer under one or more RSC(s). (c) "Reusable Equipment II, with respect to RSC equipment, means equipment replaced by the customer as part of a conversion, where the market value of the equipment to the Company, if utilized either by a subsequent customer, or by the Company for maintenance or other purposes, would be higher than the RSC termination charges which would be due to the Company from the Customer. (TM) - Trade Mark of TIEjteiecommunications Canada Limited .' ." > - 2 - (d) "Upgrade means a conversion that involves replacement equipment which performs a similar or expanded function to the equipment replaced and that needs the conditions described below. 2. Conditions Any conversion is eligible to be classified by the Company as an upgrade if all of the following conditions are met: (a) All of the equipment replaced as part of a conversion must have individual RSc-tariffed Tier A rates and charges associated with it; The replacement equipment must be provided to the same customer under one or more RSC or any form of contract that the Company may agree to offer for the replacement equipment, notwithstanding that the equipment may be located at different premises of the same customer; The conversion involves only reusable equipment, as defined above. A conversion involving non-reusable equipment may nevertheless be eligible to be classified as an upgrade, provided that the non-reusable equipment continues to be used by the same customer as part of the customer's upgraded system or as part of another RSC system contracted by the same customer. with respect to any non-reusable equipment that is not used by the same customer subsequent to the conversion, such equipment shall be terminated, subject to termination charges in accordance with the RSC{s) governing that equipment; and (d) The replacement equipment must produce a higher value for the Company, as described below, than the equipment replaced. (b) (c) 3~ Hiqher value for the CompanY The determination of whether or not replacement equipment produces a higher value for the Company than the equipment replaced shall be made on the following basis: (a) In order for stand-alone equipment or equipment comprising less than a single system to produce a higher value for the Company, there must be an overall increase in the single payment plan (SPP) Tier A rates and charges that would be payable to the Company for the replacement equipment, if the equipment were to be provided under an SPP, relative to the SPP Tier A rates and charges for the equipment replaced that would have been payable had the equipment replaced been provided under an SPP, calculated by comparing equipment on a one for one replacement basis. In general, where a customer wishes to convert several such equipment components at one time, each equipment component conversion will be evaluated .. ... .. - 3 - separately for purposes of assessing whether or not the replacement equipment component provides a higher value for the Company. In those cases where there is a technical dependency between two or more.such equipment components, the determination of a higher value for the Company will be based upon consideration of the overall change in the value of the combined dependent equipment components. In order for equipment comprising a single system or more than a single system to produce a higher value for the Company, there must be an overall increase in maximum system capacity. In addition, the total SPP Tier A rates and charges that would be payable to the company for the replacement equipment, if the equipment were to be provided under an SPP, must exceed the total SPP Tier A rates and charges for the equipment replaced that would have been payable had the equipment replaced been provided under an SPP. with respect to the determination in paragraph (b) above, the following additional conditions shall apply: (b) i) Any reusable equipment carried forward by the same customer as part of the replacement system(s) that retains the same rates, payment plan and balance of payments as in the replaced system(s) will not be counted in the determination of whether or not higher value to the Company has been produced from the conversion. ii) Where a conversion would result in an increase in maximum capacity but would also result in a decrease in total SPP Tier A rates and charges, the customer may terminate, subject to termination charges in accordance with RSC(s) governing the equipment, sufficient equipment such that the remaining equipment under the said RSC(s) would produce lower total SPP Tier A rates and charges than the total Tier A rates and charges for the replacement equipment under the new RSC(S) or any form of contracts that the Company may agree to offer for the replacement equipment.