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3086 To authorize the execution of an agreement with Rogers Wireless Inc.THE CORPORATION OF THE TOWN ON TILLSONBURG By-law No. 3086 A by-law to authorize the execution of an agreement with Rogers Wireless Inc. WHEREAS it is expedient to enter into an agreement with Roger's Wireless Inc. AND WHEREAS Section 8 of the Municipal Act, 2001, S.O. 2001, CHAPTER 25 allows a municipality to enter into an agreement to enable them to enhance their ability to respond to municipal issues, 2001 c.25, s. 9(1). NOW THEREFORE, The Council of the Corporation of the Town of Tillsonburg, enacts as follows: 1. That an agreement be entered into by The Corporation of the Town of Tillsonburg with Roger's Wireless Inc. to lease space on a communications tower for a period of five years. 2. That the agreement be as set out in Schedule "A" attached hereto and forming part of this by-law. 3. That the Mayor and the Clerk be authorized to enter into the agreement on behalf of the Corporation. 4. That this by-law becomes effective as of the date of the final passing hereof. Read a first and second time this 12th day of January, 2004 Read a third time and finally passed this 26th day of January, 2004 Maytfr -^Stephen Molnar Clerk - Michael Graves TELECOMMUNICATIONS SITE AGREEMENT Sile (legally described on Schedule "A") 10 I isgar Avenue. Tillsonburg, ON 1. IN CONSIDERATION of S2.00, ihe receipt of which Landlord acknowledges. Landlord leases to Tenant the premises and access rights shown on Schedule "B" at the Site described above as follows: (check appropriate hox(cs)) [X] Land comprised of approximately 15 metres x 15 metres I I Building interior space of approximately ........__...__ square feel I | Building exterior space for attachment of antennas I I Building interior space for attachment of antennas |_| Space required for cables and wires I I Rooftop space I I Access road lo be constructed by Tenant P\| More particularly described in Schedule "B" iNi I iAigjiethet with Ihe non-exclusive right of unrestricted access thereto and nions lo the appropriate utilities, fibre optic and telephone facilities. TERM of 5 years beginning on I, 2004 ("Commencement ANNUAL RENT shall be Seven Thousand Five Hundred Dollars($7,500.00) plus GST and payable monthly in advance in the amount of $625.00 plus.beginning on the commencement date. Landlord's G.S.T. No.»s t ejl uTS^T ~ftQ£> CTCTjOj Really taxes attributed direetly to the INI \IAloremises shall be payable by the Tenant. / THE INITIAL TERM of this agreement shall be automatically (tended for 3 additional 5 year extension periods unless Tenant gives 4ffdlord written notice of its intention not to extend at least 60 days prior to The expiration of the then current term on the same terms and conditions contained herein except that rent for an extension term shall be set at market rales equal to rates then being charged by other landlords for similar uses at similar Rogers' sites in the vicinity of the premises as agreed by the parties, or, failing agreement, by a single arbitrator appointed under provincial arbitration legislation. 5. USE of the premises and access rights by Tenant shall be for the purpose of installing, removing, replacing, relocating, maintaining,supplementing and operating, at its sole expense, telecommunications facilities and equipment and Ihe provision of telecommunication services, and where applicable. Tenant may connect its equipment and provide telecommunication services by cables and wires to (he equipment of other occupants at the Site. b. UTILITIES required for the operation of the telecommunications facilities shall be the sole responsibility of Tenant, and electrical consumption shall be determined by: (check appropriate hox(cs)) I _ I included in rent or not applicable [Xj separate meter with direct invoices from local utility, if available II cheek meter installed by Tenant, with invoices from Landlord based on meter readings and Tenant's share of Landlord's hydro bill 7. EQUIPMENT, towers, poles, shelters, cabinets, pedestals, antennas and mounts shall remain the personal property of Tenant and shall be removed by Tenant upon expiration or termination of this agreement and the premises will be restored to its original condition, reasonable wear and tear execpted. Tenant is not required to remove conduits, concrete foundations or roof piers at the end of the term. X. NOTICES shall be in writing and sent by mail, postage prepaid, deemed received 3 days after mailing or by facsimile transmission, deemed received on date transmitted, lo the address or facsimile number of the partyset forth below. 9. ASSIGNMENT of ihis agreement or subletting all or part of the premises by Tenant may be made to any corporate affiliate, principal lenders or a purchaser of part or all of Tenant's assets. All other assignments require Landlord's consent, acting reasonably. Tenant may permit use of all or any portion oi the premises by other entities consistent with the uses permitted herein. 10. TERMINATION of this agreement may be exercised by Tenant at any lime on 30 days' notice without further liability if Tenant cannot obtain all necessary rights, postponements and approvals required from its senior management, any governmental authority and/or any third party to operatethe telecommunications facility, or if any such right or approval is cancelled,expires or terminated, or if for any other liona fide reason (eg. interferencewith Tenant's signals, damage or destruction, commercial impracticably)Tenant determines that it will be unable to use the premises for its intendedpurpose. Upon termination, all prepaid rent shall be adjusted to the date of termination. If Tenant defaults under this agreement and such default is notbeing diligently remedied within 30 days alter notice (forci1 majeure excepted). Landlord may terminate this agreement on 30 days' written notice. 11. INDEMNITY: Tenant and Landlord indemnify and hold the other harmless against any and all costs (including legal costs) and loss to person or property which arise out of the unlawful or negligent use and/or occupancy of the premises by such indemnifying party. Tenant shallmaintain during the term and any extensions, public liability and propertydamage insurance coverage of not less than 82.000,000 and upon notice Landlord shall be added as an additional insured and provided with evidence o I coverage. 12. HAZARDOUS SUBSTANCES: Landlord represents thai it has no knowledge of any substance on the Site that is identified as ha/ardous, toxic or dangerous in any applicable federal, provincial or local law or regulation. Landlord shall be responsible for any pre-existing contamination of the Site. Location Code: C261 8 Tillsonburg Town Landlord and Tenant shall not introduce or use any such substance on the Site in violation of any applicable law. 13. MISCELLANEOUS: (a) Tenant upon paying the rent shall have quiet possession of the premises. Landlord shall not cause or permit others to interfere with or impair the quality of the telecommunications services being rendered by Tenant from the Site. "Tenant shall have 24 hour, 7 day a week access to the premises subject to Landlord's reasonable security requirements and access cards and/or keys provided by Landlord at Tenant's expense. (b) Prior to original installation. Tenant shall supply Landlord with plans and;or surveys as applicable (collectively the "plans"), which plans shall become schedules and form part of this agreement. Landlord will, at 'Tenant's expense, assist and cooperate with Tenant in obtaining governmental approvals for Tenant's permitted uses. Tenant shall use the Site in compliance with all applicable laws, by-laws, rules and regulations of the appropriate jurisdictions pertaining to the environment, health, welfare and occupational safely. fc) —— Tenant shall have-^K^frtit»fl-io-rn^ pkmntf^k^tHkriktnxx>mrHiam>e} for $ _~ _-— .irziziizzz i~r~jzzzrat^fty -time tkmng-tlie tetw-amJ -t»H^x*tm^fWT-a»-pwvi<ied-tm- Sehtftktk- —— -attached. (d) Tenant shall have exclusive right to operate a telecommunications facility al Ihe Sile during the term and all extensions. (c) Landlord and/or agent of Landlord represents and warrants that Landlord and'or agent has lull authority to enter into and sign this agreement and bind Landlord accordingly. (0 This agreement contains all agreements, promises and understandings between Landlord and Tenant. All future revised plans shall become schedules and form part of this agreement. (g) The terms and conditions of this agreement shall extend lo and bind the heirs, personal representatives, successors and assigns of Landlord and Tenant. (h) Landlord will permit Tenant or ils contractors full access to the Siteand premises, in advance, for ihe puipose of satisfying itself, at ils own expense, as to the appropriate conditions for ils intended use of the premises. provided Tenant shall repair any damage caused by any tests or inspections. (i) If Tenant remains in possession al end of tenn(s), Tenant shall be monthly tenant at the then current rent. (j) This agreement shall be governed by the laws of the province in which the Site is located. Invalid provisions are severable and do not impair the validity of the balance of this agreement. (k) A Short Form Lease, Notice of Lease or caveat may be registered on title at Tenant's expense. 14. ADDITIONAL PROVISIONS: See Schedule "C" attached. 2004.DATED this /£__ day of a/^ 2004. 'Landlord The Corporation of the Town of Tillsonburg 200 Broadway Street, 2ml Floor Tillsonburg, ON N4G 5A7 Facsimile No. (5\ Attention ichael Graves Clerk : Stephen MolnarTillc: Mayor Per: Name: Michael Graves Title: Clerk I/We have authority lo bind the Corporation. DATED this Tenant Rogers Wireless Inc.One Mount Pleasant Rd., 11th Floor Toronto, ON M4Y 2Y5Atieniio_n; Manager, Real Eslale Per:Name: Mike Millar Title: Real Eslale, Manager I have authority to bind the Corporation. , 2004. Facsimile No. (416)935-7799 TSA-Rev9.DOC September13, 2002 SCHEDULE "A" LEGAL DESCRIPTION OF LANDLORD'S LANDS ("SITE") Site: C-2618-Tillsonburg Town 10 Lisgar Road, Tillsonburg, Ontario Pj^Eertyidcntificr: 00039 - 0085 (R) FIRSTLY: Part of Lot 1191, south of Durham Street, Plan 500, Town of Tillsonhurg, County of Oxford, described as follows: COMMENCING at the north east corner of the said Lot 1191, which corner is 12.00 feet north 79 degrees 01 minutes east from the Statutory Iron Monument numbered 13-65, planted in the southerly limit of Durham Street; thence south 79 degrees 01 minutes west along the southerly limit of Durham Street a distance of 75 feet; thence south 10 degrees 59 minutes east a distance of 81.87 feet; thence south 32 degrees 44 minutes and 10 seconds east a distance of 51.76 feet; thence north 57 degrees 15 minutes 50 seconds east a distance of 108 feet more or less to a point on the easterly limit of the said Lot 1191; thence north westerly along the said easterly limit of Lot 1191 in a curve to the left a distance of 102 feet more or less to the point of commencement. The said lands being outlined in red on the plan attached to Instrument Number A 5808. TOGETHER WITH a right of way over that part of the said lot described as follows: COMMENCING at a point in the southerly boundary of Durham Street which is 75 feet south 79 degrees 01 minutes west from the north east angle of the said Lot 1191, which point is also 63 feet south 79 degrees 01 minutes west from a statutory iron monument numbered 13-65; thence south 79 degrees 01 minutes west along the said southerly limit of Durham Street a distance of 40 feet; thence south 10 degrees 59 minutes east a distance of 89.54 feet; thence south 32 degrees 44 minutes 10 seconds east a distance of 171.85 feet more or less to the northerly limit of Foundry Street; thence north 52 degrees 20 minutes east along the said northerly limit of Foundry Street a distance of 40.15 feet to a point which is 89.51 feet south 52 degrees 20 minutes west from a statutory iron monument numbered 13-53, planted at the northerly angle of Foundry Street; thence north 32 degrees 44 minutes 10 secondly west a distance of 160.70 feet; thence north 10 degrees 59 minutes west a distance of 81.87 feet more or less to the point of commencement. The said right of way being outlined in blue on the Plan attached to Instrument Number A 5808. SECONDLY: Part of Lots 1193 and 1194, according to registered Plan No. 500, Town of Tillsonburg, County of Oxford; designated as Part 1 on Plan 41R-859; THIRDLY: Part of Lots 1188,1189, 1190, 1191,1192, 1193 and 1194, Part of Elgin Street and Part of Foundry Street, according to registered Plan No. 500, Town of Tillsonburg, County of Oxford; designated as Parts 5 and 6 on Plan 41R-2323. Land Registry Office for the Land Registry Division of Oxford (No. 41) SCHEDULE "IT DESCRIPTION OF PREMISES (including access rights) TSA-Rev9.DOC To be replaced by Site Layout Drawing prepared by Sexton McKay Limited - Ontario Land Surveyors Canada Lands Surveyor, dated August 18,2003 - revised October 1, 2003 TSA-Rev9.DOCSeptember 13, 2002 SCHEDULE "C" ADDITIONAL PROVISIONS The parties acknowledge that as of the date of this agreement, Landlord has a telecommunications tower on the Site (the "Town Tower"). It is understood and agreed that Tenant shall be constructing a new telecommunications facility (the "Tower") on the Site in accordance with the terms of this agreement, whereupon Tenant shall relocate Landlord's telecommunications facilities ("Landlord's Equipment") to the Tower and remove the Town Tower from the Site, all to be performed at Tenant's sole expense.INlTj/U. g£> y\fa The first ^0 metres from the ground of the Tower shall be for the installation of Landlord's Equipment and Tenant shall mount its equipment on the remaining portion of the Tower,* Either party may request permission from the other to mount antennas and related equipment in the other's zone which approval shall be granted provided that it is determined, acting reasonably, that such installations will not interfere with the other party's existing or future installations. Landlord will execute Tenant's standard Co-Location Agreement prior to relocation of Landlord's Equipment from the Town Tower. In no event shall Landlord be required to pay fees for its use of the Tower but it shall be responsible for payment of its own electrical consumption thereon. At the expiration or earlier termination of this agreement, Tenant shall remove its equipment from the Site and the Tower shall become the property of Landlord without compensation to Tenant. The parties agree to enter into an agreement of purchase and sale for the purpose of conveying the Tower to Landlord. term Tb mournr TSA-Rev9.DOCSeptember 13, 2002 < . _ -J en r -o°^ cn x 52h*! i!ii ilp!i!l»iill3 B 5 „ u 5*5s|iiS-•nsw ill -! iilii!liiiiis 8 s i s s Sibils 1 l II 1^132° 1= «s"agEaMhiliiiiiiliu •igtf IS*? Jc$3SB$i "T. sS»S2i3la£CS St 11 s ;SR 5151 Mliif i i ee c PP PS e! © @® ® © Licensor Site Name: Tillsonburg Town Licensor Site Number/Location Code/Lease ID: C2618 CO-LOCATION AGREEMENT Dated: Licensor Name: Address for Notice and Payment: ("Licensor") 24 Hour Emergency Number: Licensee Name: Address for Notice: ("Licensee") LICENSOR Rogers Wireless Inc. One Mount Pleasant Road Toronto, Ontario, M4Y 2Y5 Attention: Real Estate Department Tel. (416) 935-1100 Fax. (416)935-7799 Tel. (416)935-5600 LICENSEE The Corporation of the Town of Tillsonburg 200 Broadway Street, 2nd Floor Tillsonburg, ON N4G 5A7 Attention: Michael Graves Tel.: (519) 842-6428 ext. 3230 Fax.: (519) 842-9431 24 Hour Emergency Number: Tel.: Licensee DUN'S Number: Licensee's GST/TVQ/HST Registration Numbers: 126587195 RT0001 BASIC TERMS JNITIAL Site Address ("Site"): 10 Lisgar Avenue, Tillsonburg, Ontario Uses Permitted: Installation, operation of radio antennas. Fees: Nil Commencement Date; March 1, 2004 Initial Term: 5 years Extension(s): Three x Five years Licensee Space on/in Licensor Facilities: Antennas: Tower(s) [X], Rooftop(s) [U, Land GL Other Q. Equipment: Shelter(s)Q Room(s)n, Cabmet(s)Q Pedestal(s)Q Rack(s)D, Wall Space(s) Q Conduit(s) Q Land Q, Other CH Licensee Power: Non-Generator Backed AC Power: Separate Meter (Direct from Utility Co.) [X], Check Meter [H, Un-metered d Generator Backed AC Power: Check Meter d Un-metered CH Battery Backed DC Power DBattery and Generator Backed DC Power Q Schedules which form part of this License: Basic Terms and Conditions - see Schedule "1" Equipment List, License Fees and Additional Costs - see Schedule "2" Legal Description of Site -see Schedule "3" Licensed Area - see Schedule "4" Rogers Wireless Inc. Per: ^^^^^^^-^______A.S.O. Name: Mike Millar Title: Manager, Projects and Planning The Corporation ofrtfie Town of Tillsonburg A.S.O. A.S.O. Not Quebec Revised: May 16, 2001 INITIALLicensor Site Name: Tillsonburg TownLicensor Site Number/Location Code/Lease ID: C2618 SCHEDULE "1" BASIC TERMS AND CONDITIONS 1. IN CONSIDERATION of the agreements contained herein, Licensor hereby grants a license to Licensee to install, repair, operate and maintain, transmitting and receiving equipment, apparatus and housing ("Equipment") mi lilt fluiOO matrcr f™™ c^'irH ~f Lfctm^r's tclQOommiinirnfionn-("T irnrrrl Area") and in accordance with plans submitted to and approved by Licensor ("Approved Plans"). 2. THIS AGREEMENT shall not constitute a lease between Licensor and Licensee 3. follows: SITE ACCESS by Licensee shall be permitted as (a) Licensee access is restricted to gain access to Licensed Area only; (b) access by Licensee for the purpose of installing, maintaining, repairing, removing or relocating the Equipment (the "Work") shall be permitted upon the submission to Licensor of full particulars of the Work to be carried out, whereupon Licensor may require that Licensor's employees orauthorized agents be present to supervise the Work, including maintenance. (c) notwithstanding anything contained in this agreement, Licensee's access is subject to reasonable rules and regulations issued by Licensor which govern conduct and general and emergency access procedures. (d) subject to Section 3 (c) Licensee may access its own equipment housing to do Work inside it, if constructed with separate access from Licensor's equipment housing, 24 hours a day, 7 days a week; 4. Notwithstanding anything contained in this agreement, Licensor shall re-locate the Licensee's existing antennas and radio equipment from its current telecommunicationstower at Licensor's sole expense in accordance with the terms of the Telecommunications Site Agreement dated Marek 1.2004 (the"ISA") between the parties. Any additions or removal of such (b) any damage, including environmental contamination to the Site or property of Licensor occasioned by the use of the Site or Equipment by Licensee, its servants, agents, employees or contractors or as a result of a failure of the Equipment; and (c) any injury to or death of any person resulting from the use of any or all of the Site or Equipment by Licensee, its servants, agents, employees or contractors or the failure of the Equipment. This indemnity shall survive expiration or other termination of this agreement. 11. LICENSOR SHALL NOT BE LIABLE for any indirect or consequential damages or losses suffered by Licensee for any reason and howsoever caused, nor for damage to the Equipment caused by Licensor in the course of exercising one or more of itsremedies under this agreement as a result of a default by Licensee not remedied on a timely basis. 12. GOVERNMENT REGULATION: Licensor and Licensee covenant and agree that at their own expense and at all times they will ensure that: (a) their respective equipment and the maintenance thereof complies with the laws, directions, rules and regulations of Industry Canada, the Canadian Radio-television and Telecommunications Commission ("CRTC"), their successors and all other governmental authorities havingjurisdiction; (b) no work is commenced on the Site unless all requisite governmental consents, approvals and permits have been obtained and all fees paid;INITIAL equipment during the term of this agreement beyond such initial CA installation shall be at the sole cost and risk of Licensee and Csubject to Licensor's prior written approval. 5. NON-COMPLIANCE by Licensee with the Approved Plans shall entitle Licensor to require Licensee to remove and/or disconnect and/or relocate the Equipment at Licensee's expense upon 24 hours' notice, failing which, Licensor may do so at Licensee's expense and Licensor shall not be liable for any loss caused by Licensor's actions with respect to the removal and/or disconnection and/or relocation. 6. EXTENSION of the initial term of this agreement shall be automatic unless Licensee gives written notice to Licensor 30 days prior to the end of the initial term or an extension term as the case may be electing not to extend this agreement. Notwithstanding the foregoing, in the event the TSA expires or is otherwise terminated, this agreement shall be deemed to terminate on the same date. 7. ADDITIONAL EXPENSES payable by Licensee, if applicable, will include, without limitation: (a) charges with respect to work, if any, performed by Licensor related to the Equipment; (b) electrical power; 8. UTILITIES required for the operation of the Equipmentshall be the sole responsibility of Licensee. 9. SAFETY AND MAINTENANCE: Licensee shall install, operate, ground and maintain the Equipment in a good and workmanlike manner in accordance with sound engineeringstandards, the Approved Plans and to the satisfaction of Licensoracting reasonably. The power output of transmitters shall be reduced or turned off in order to comply with government safety regulations, on reasonable notice. 10. LICENSEE INDEMNIFIES and saves Licensor harmless against all actions, suits, claims, damages, costs andliabilities arising out of or as a result of: (a) any breach, violation or non-performance of the terms, covenants and obligations on the part of Licensee set out inthis agreement; they are solely responsible for the health and safety of all of their employees and workers and ensure their conduct does not constitute a nuisance at law; they shall require all of their workers and employees tocomply with the provisions of all federal, provincial and local laws, statutes, rules, regulations, guidelines, notices,orders and amendments respecting occupational health andsafety, the environment and workers' compensation; and (e) they will comply at all times with environmental laws, policies, guidelines and permits ("Regulations") and not bring or allow hazardous substances to be brought onto the Site except in compliance with such Regulations and immediately give notice to the other of any discharge of any hazardous substances or any other occurrences which might give rise to a duty under any Regulations. 13. INSURANCE: Licensee will at all times maintain an insurance policy covering all of its undertaking pursuant to thisagreement and a general liability and property damage insurance policy in an amount not less than $2,000,000.00 per occurrence orsuch higher limits as Licensor may reasonably require from time totime and shall add Licensor as an additional insured. Beforecommencing the Work, Licensee will deliver a certificate of insurance acceptable to Licensor's insurance consultants. If Licensee fails to maintain insurance as required or fails to furnish satisfactory evidence thereof, Licensor may effect such insurance and any premium paid by Licensor shall be recoverable from Licensee on demand together with a 15% administration fee. 14. CO-OPERATION: Licensor agrees to co-operate with Licensee at Licensee's expense in obtaining all necessary consents of the municipality, Industry Canada, Transport Canada and othergovernmental authorities having jurisdiction with respect to theconstruction, operation, maintenance, repair and replacement of the Equipment. Licensor and Licensee shall co-operate with each other and any third parties occupying space on the Site in order tominimize and/or determine the cause of interference between their respective operations on the Site. 15. DEFAULT shall occur if and whenever: (a) Additional Expenses or any other amount due under thisagreement remains unpaid for 30 days' following notice; or (b) in the case of any continuing breach other than a breach under Section 15 (a) where at least 30 days' notice specifying the nature of the breach has been given byLicensor; or (c) if Licensee has not complied with obligations in Section 5 or18 within 24 hours of notice from Licensor; Not Quebec Revised: May 16, 2001 then Licensor may, in addition to any other remedies available at law or in equity, at Licensee's expense; i. perform such covenant or cure such breach on behalf of Licensee; and/or ii. terminate this agreement forthwith provided the outstanding obligations of Licensee and the rights of Licensor shall survive such termination. 16. EMERGENCY RELOCATION OR DISCONNECTION of the Equipment by Licensor is permitted if Licensor reasonably apprehends an imminent threat or danger to the public, person, property or the environment. Where practical, Licensor will notify Licensee prior to performing such emergency procedures and costs for same shall be borne by the party responsible for the threat or danger. 17.TERMINATION: In the event that, (a) all or part of the Site, Licensee's Equipment or Licensor's equipment is destroyed or damaged, neither party shall be required to rebuild or repair and at either party's option, thisagreement may be terminated upon notice; or Licensor Site Name: Tillsonburg Town Licensor Site Number/Location Code/Lease ID: C2618 Canada. Invalid provisions are severable and do not impair the validity of the balance of this agreement. (e) Neither this agreement nor notice or caveat thereof, may be registered on title to the Site (f) Wherever a party to this agreement shall be unable to fulfil, or is delayed in fulfilling any of their obligations by reason of strike, lockout, war, material or labour shortage, national emergency, flood, fire or other casualty or matter not within its control, then they shall be relieved from the fulfilment ofsuch obligation for the period such condition exists. (g) This agreement is subordinate to all present and future interests affecting the Site, Licensor or the owner of the Site. (h) The parties acknowledge having specifically requested that this agreement as well as other documents relating thereto be drawn up in the English language only. Les parties reconnaissent avoir spScifiquement exig6 que ce contrat de meme que tous les documents s'y rattachant soient r£dige"s uniquement en langue anglaise. (b) any right to operate the Site is cancelled, expires or is terminated by any governmental authority having jurisdictioneither party may terminate this agreement upon 30 days' notice; or (c) the Site is wholly or partially taken by any lawful power or authority by expropriation, Licensor may terminate this agreement in its entirety or only insofar as it affects that part of the Site, and in every case, i. Licensee shall immediately surrender all or part of the Site and remove the Equipment as required; ii. Additional Expenses and taxes shall be adjusted to the date of termination, and iii. should Licensee fail to remove the Equipment as required, Licensor may do so at Licensee's expense. 18. INTERFERENCE: Should Licensee's operations orEquipment cause interference with Licensor's operations, Licensor shall provide Licensee with notice to eliminate such interference within 24 hours and, failing such elimination, Licensee shallimmediately suspend its operations and/or remove and/or relocatethe Equipment sufficiently to eliminate same. If Licensor's operations interfere with Licensee's operations, upon notice Licensor shall co-operate in determining the cause of such interference and correcting same but shall be under no obligation to do so if costs are not nominal in Licensor's sole opinion. Licensee shall have the option of paying such costs to correct the interference or terminating this agreement upon the provision of 30 days' notice. In no event shall Licensor be obligated to modify its equipment if, in its opinion, such modifications will adversely affect its operations. 19. NOTICES shall be sent by mail, postage prepaid deemed received 3 days' after mailing, or by facsimile transmission or delivery deemed received on date transmitted or delivered to the address or facsimile number of the party set out above. 20. ASSIGNMENT of this agreement by Licensee is subject to the prior written consent of Licensor. 21.MISCELLANEOUS: (a) This agreement contains all agreements, promises and understandings between Licensor and Licensee and may not be amended or modified except in writing. (b) The terms and conditions of this agreement shall extend to and bind the successors and permitted assigns of Licensor and Licensee. (c) If Licensee remains in possession at end of term(s), thisagreement shall have a monthly term and Licensee shall payand such monthly license shall be terminable on 30 days'notice by either party. (d) This agreement shall be governed by the laws of the province in which the Site is located and all federal regulations and requirements including those of the CRTC and Industry Not Quebec Revised: May 16, 2001 Licensee Site Name. Licensee Site Number: Licensor Site Name:Licensor Location Code: Schedule "2" Co-location Agreement Equipment List, License Fees and Additional Costs Date: * Licensee: * The Corporation of the Town of TillsonburgLicensor: * Rogers Wireless Inc Request Date: * Issi 3 NO Prepared By: * Terri Daniels Antenna Space Information: Item No. 23 AntennaType(see legend) OO Area ofLargeAntennaFT1a or M*a Total Chargeable Area ofLargeAntenna FT'aor a Antenna Elevation (AGL) FT OorA33 33 33 Number of Antennas at SpecifiedElevation111 AntennaWidthInchesoor FTaor Mn AntennaHeightInchesnorJLE9-or ft3' 212' Install-ation 0)or Re-moval (R)(D (I) (D DateIn-stalledor Re-moved (d-mmm-yy) LicenseFeeCom-mence- mentDate(d-mmm-yy) AntennaSpace Rateper Month $0.00 $0.00$0.00 Unit ofRate($/?/?> $0.00$0.00$0.00 TotalAntenna Feeper Month $0.00 $0.00$0.00 AntennaSpaceComments(e.g.site trans- mission antennapoints to) Antenna Makeand Model Antenna Feeder Typeand Quantityper Antenna 4 O 45 1 (|) $0.00 $0.00 $0.00 $0.00 | SubtotalEquipment Space Information: item No.1 23 Equip- mentSpace Type(seelegend) Area ofSingle Equip-mentSpaceFT' I I M1LJ Floor AreaFactor (34) (to beapplied to rack space on floor only; TotalCharge- able Areafor Single Equip- ment Space FT'nor M' D Number ofEquip-mentSpaces Width OfSingleEquip-mentSpace DepthofSingle Equip- mentSpace install-ation (I)orRe-moval W DateIn-stalledor Re-moved(d-mmm-yy) License FeeCom- mence- ment Date(d-mmm-yy) Equip-mentSpaceRateperMonth Units ofRate($/?/?) TotalEquip-mentSpaceLicenseFeeperMonth $0.00 $0.00 $0.00 Equip-mentSpaceComments Power Information:$0.00 I Subtotal Item No. 123 PowerType(seelegend)Voltage No. of Phases Amprage per Circuit No. of "X" Amp Circuits EstimatedMonthlyPower Con-sumptionperKWh(Use withMAC& BMACpower types) Install-ation C)orRe- moval(R) Date In-stalled orRe-moved (d-mmm-yy) LicenseFeeCom-mence-mentDate(d-mmm-yy) Power SpaceRate per Month Units of Rats ($/?/?) Total Power Fee perMonth $0.00 $0.00 $0.00 PowerComments Total Fees:$0 00 | Subtotal Description Antenna Space FeeEquipment Space Fee Head Agreement FeeApplication FeeApproval FeeSite Base FeeOther Fee^e.g. ROW fees) Subtotal Payment Period From(d-mmm-yy) to(d-mmn>yy) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Unmetered Power Fee Subtotal $0.00 $0.00 Capital Contribution Fee Subtotal Fees Subtotals GSTPSTfTVQ (it applicable)HST (if applicable)Total Fee (Receivable in Advance) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00$0.00 Payment Frequency (seelegend) Payment Period From(d-mmm-yy) to(d-mmm-yy) $0.00 $0.00$0.00 $0.00 $0.00 $0.00$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00$0.00 PaymentFrequency (seelegend) Payment Period From(d-mmm-yy) to(d-mmm-yy) $0.00 $0.00 $0.00 $0.00 JO.OO $0.00 — -$0.66 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00$0.00 PaymentFrequency (seelegend) Payment Period From(d-mmm-yy) to{d-mmm-yy) $0.00$0.00 $0.00 $0.00$0.00$0.00$0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00$0.00$0.00$0.00 $0.00 Payment Frequency (seelegend) Payment Period From (d-mmm-yy) to(d-mmm-yy) $0.00$0.00$000$000$0.00 $0.00 $0.00 $000 $0.00 $0.00 $0.00 $0.00 $0.00$0.00$0.00 $0.00 $0.00 Payment Frequency (seelegend) INITIAL LEGEND Anjennajypes LqU'Ern<*njLSo_ace TypesC = Cellular BLD = Building P = Paging FLR = Floor B « Broadcasting WLL = Wall MW = Microwave Dish GRD = Ground D = Other Dish Types RFT = RooftopM uncoupled PCS = PCS Antenna O » Other (specify types)___________________ PjowerjypesDC = DC Power (battery backed)BDC = Backed DC Power (Battery and Generator Backed) AC = AC Power (Not Generator Backed)MAC = Metered AC Power (Not Generator Backed) BAC * Backed AC Power (Generator Backed)BMAC = Backed Metered AC Power (Generator Backed) DIP - Direct from Utility Company PaymenlFre_quencyM = MonthlyA = AnnuallyLS = Lump Sum Payment Print Dale- B/20/2004 s Non Major Fee Schedule xls Revised May 16, 2001 Licensor Site Name: Tillsonburg Town Licensor Site Number/Location Code/Lease ID: C2618 SCHEDULE "3" Legal Description of Site Site: C-2618- Tillsonburg Town 10 Lisgar Road, Tillsonburg, Ontario Property Identifier: 00039 - 0293 (R) All of Lots 976, 977, 977A, 978, 979, 981, 982, 983, 984, 985, 986, 987, 988, 989, 1047, 1048, 1049, 1050, 1051, 1052, 1053, 1054, 1055, 1056, 1057, 1058, 1059, 1060, 1061, 1062, 1063, 1121, 1122, 1123, 1129, 1130, 1132, 1133, 1134 & 1135, Plan 500, All of Market Square, Part of Lots 980, 990, 1046, 1128, 1131, 1136, 1137, 1138, 1188 and 1191, Plan 500; Part of Elgin, Foundry, Harvey, Queen, Harris, Market, Raynes, Ridout & Hayle Streets and Part of the Lane Known as Cat Alley Between Ridout Street and Market Square designated as Part 1 on Plan 41R-5389; Town of Tillsonburg, County of Oxford; Land Registry Office for the Land Registry Division of Oxford (No. 41). Not Quebec Revised: May 16, 2001 Licensor Site Name: Tillsonburg Town Licensor Site Number/Location Code/Lease ID: C2618 [Insert Page Break & if required a second page] SCHEDULE "4" Licensed Area (this schedule should include: a sketch which indicates the dimensions and locations of access and utilities easements, rights of way and routes to the Site; where Equipment will be installed on Licensor's towers or support structures, a tower profile sketch which indicates the dimensions and locations of those portions of the towers or support structures in which the Licensee will be permitted to install Equipment and identifies numbers, types and elevations of Equipment including antennas and cables; where Equipment is placed in Licensor's equipment room, a floor plan which indicates the dimensions and locations of those portions of the Site in which Licensee will be permitted to install Equipment and identifies the numbers and types of Equipment; where Equipment will be installed in areas other than on Licensor's towers, support structures or in Licensor's equipment room, a sketch on a survey or site plan which indicates the dimensions and locations of those portions of the Site in which the Licensee will be permitted to install Equipment and identifies numbers and types of Equipment; where Licensee draws power from Licensor's service, a power panel diagram indicating the location of the panel which circuits, their amperage, voltage, number of phases and whether AC or DC.) Add additional pages if necessary. Not Quebec Revised: May 16, 2001