HomeMy WebLinkAboutTR 04/98 (2)70 REPORT TO COUNCIL
FROM: Neil Killen DATE: October 20,1998.
.tanager of Transportation
REPORT NUMBER: TR 04.98
SUBJECT: Mediacom Transit Shelter Advertising Contract Extension
RECOMMENDATION:
WHEREAS Pickering Council has previously approved Resolution #322/96 to provide
Mediacom Inc. with exclusive rights to supply and install transit shelters with advertising for a
term of seven (7) years ending on December 31, 2003; and
WHEREAS the Corporation and Mediacom have previously agreed to accelerate the delivery
schedule of shelters that were earmarked for 1999 through 2003 in order to respond to resident
requests and provide five (5) custom shelters to complete the Town Centre transit terminal
project; and
WHEREAS Mediacom Inc. has met all contractual obligations concerning the installation of
thirty -two (32) standard transit shelters and (5) custom shelters during the term of the current
agreement;
IT IS THEREFORE RECOMMENDED THAT Council of the Corporation of the Town of
Pickering approve a by -law to amend the existing contract for an extended five (5) year term
commencing on January I, 2004 and expiring on December 31, 2008.
ORIGIN:
Resolution of Council #322/96.
AUTHORITY:
By -law to amend the current contractual term with Mediacom Inc.
FINANCIAL IMPLICATIONS:
Mediacom has offered an amended guaranteed revenue schedule totaling $530,000 for the ten
(10) year period commencing January 1, 1999 through December 31,
2008. Minimum annual
guaranteed payments to the Town will be paid in advance in accordance with the following
schedule:
Current Contract Tenn:
Minimum guarantee due January 1, 1999 ... ...............................
$50,000
Minimum guarantee due January 1, 2000 ... ...............................
$50,000
Minimum guarantee due January 1, 2001 ... ...............................
$50,000
Minimum guarantee due January 1, 2002 ... ...............................
$50,000
Minimum guarantee due January 1, 2003 ... ...............................
$50,000
Extended Contract Term_:
Minimum guarantee due January I, 2004 .... ...............................
$52,000
Minimum guarantee due January 1, 2005 ... ...............................
$54,000
Minimum guarantee due January I, 2006 ... ...............................
S56,000
Minimum guarantee due January I, 2007 ... ...............................
$58,000
Minimum guarantee due January 1, 2008 ' ... ...............................
$60,000
Report to Council' TR 04.98 Date: October 20, 1998.
Subject: Mediacom Transit Shelter Advertising Contract Extension Page 21
EXECUTIVE SUMMARY:
Mediacom has supplied the Town of Pickering with a total of thirty seven (37) transit shelters
since the current contact began on June 1, 1996. A total of thirty two (32) shelters were installed
in the first year of the contract primarily along the Kingston Road corridor as replacements for
Go Transit shelters. The current contract provided for seven (7) additional shelters to be installed
over the course of the seven (7) year contract upon the written request of the Town. The Town
agreed to the installation of five (5) custom shelters in lieu of seven (7) standard shelters in order
to maintain a higher standard for shelter design in the area of the new Pickering Town Centre
terminal. Mediacom has now met all contractual obligations concerning the supply and
installation of transit shelters during the term of the current agreement;
The Department of Transportation continues to receive requests from residents for additional
transit shelters at various bus stop locations throughout the Town. Under the terns of the
existing contract, no additional shelters will be provided prior to the expiration of the agreement
on December 31, 2003. In order to meet the demand for additional shelters in a timely fashion,
Pickering Transit requested that Mediacom review our current agreement and provide a proposal
that would allow the Town to receive an additional quantity of shelters in order to meet existing
and future demand. Mediacom has responded with a new proposal that would extend the
existing agreement for a further period of five (5) years commencing on January I, 2004 and
expiring on December 31, 2008. The amended agreement would provide the Town with access
to an additional forty (40) shelters to be installed at a rate of five (5) shelters per year
commencing in 1999 through 2006. In response to urgent requests that have been received,
Pickering Transit has made arrangements with Mediacom to install three (3) of the five (5)
shelters earmarked for 1999 prior to the end of 1998 pending acceptance of the proposed contract
amendments.
BACKGROUND:
The principle items contained in the amended contract proposal with Mcdiacom include:
I. The amended contract will be for an additional five (5) year term commencing upon the
expiry of our existing contact on January 1, 2004 and expire on December 31, 2008.
2. Mediacom proposes to install an additional forty (40) transit shelters at locations agreeable to
The Town and Mcdiacom at a rate of five (5) shelters per year commencing in 1999 through
2006.
3. To accommodate urgent requests for new shelters, Mediacom will permit the five (5)
shelters or a portion thereof, earmarked for installation in 1999 to be installed in 1998.
4. For the five (5) year extended contractual period commencing January I, 2004, Mediacon,
will pay the Town minimum annual payments as set out in the financial consideration portion
of this report. in addition to these amounts, additional payments will be calculated and paid
based on 20% of net revenues in excess of the minimum payment as set out in section 17.2 of
the current agreement.
5. Mcdiacom proposes to ensure that a map display case is installed and maintained in a state of
good repair in all transit shelters installed by Mcdiacom.
6. Medincom agrees to include the removal of snow at shelters at the time of routine
maintenance. In periods of heavy snowfall, Mediacom will undertake to ensure the shelters
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are clear from snow.
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7, All terms and conditions of the current contract extend to the new contract period.
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Report to Council TR 04.98 Date: October 20,1998.
(� 7Oubject: Madlacom Transit Shelter Advertising Contract Extension Page 3
"ATTACHMENTS :.
1, Contract Amendment Proposal from Mcdiacom Inc.
2. Current Transit Shelter Contract with Mediacom Inc.
THE CORPORATION OF! F(E TOWN OF PICKERING 73
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C
BY-LAW NO
Being a by -law to amend the current contract for
transit shelter installations, advertising and
maintenance with Mediacom Inc. for an extended
five (5) year exclusive tern commencing on
January 1, 2004 and expiring on December 31,
2008,
II
WHEREAS Pickering Council has previously approved Resolution #322/96 to provide
Mediacom Inc. with exclusive rights to supply and install transit shelters with advertising for a
term of seven (7) years ending on December 31, 2003; and
WHEREAS Mediacom Inc, has met all contractual obligations concerning the supply of thirty -
two (32) trvtsit standard shelters and (5) custom shelters during the term of the current
agreement;
NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE TOWN OF
PICKERINO HEREBY ENACTS AS FOLLOWS:
I. To amend the existing contract for an extended five (5) year term commencing on
January 1, 2004 and expiring on December 31, 2008.
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BY -LAW read a first, second and third time and finally passed this 2nd day of November. 1998.
MEDYA,COM1 ATrACHWi ro NT III
7 ieptember 15, 1998
Pickering Transit
2570 Tillings Road
Pickering, Ontario
L1V 2P8
Attention: Mr. Neil Killen, Manager of Transportation
Re: Transit Shelters with Adverthing CGatraet Amendment
As you are aware with the completion of the transit terminal project this summer Mediacom has
met all of the contractual obligation of the current agreement with respect to shelter
installation.
Mediacom has now installed 32 transit shelters with advertising caisson within the municipality,
and 5 custom shelters at 6e terminal. The five custom shelters were installed in lieu of 7
standard shelters required under the contract.
Under the terns of the existing contract, no additional shelters will be built prior to the expiration
of the agreement on December 31, 2003. Pickering Transit continues to receive requests from'
the public for shelters. To accommodate new requests for shelters Mediacom proposes to amend
the term of agreement that will result in a extension period of 5 years from the extended tens of
the existing agreement. In consideration of the extended term to commence on January I, 2004
and expire on December 31, 2008 Mediacom proposes the following enhancements.
1. Mediacom proposes to install an additional 40 transit shelters, to be installed at a rate of 5 per
year commencing in 1999 through 2006. (The 1999 installation or a portion thereof, can be
accelerated for immediate installation if outstanding requests need to be addressed.) Mediacom
reserves the right to refuse a location deemed unacceptable for advertising purposes by
Mediacom, however, Mediacom will agree to the installation of an all glass transit shelter in
exchange for a shelter with advertising at a location if required by Pickering Transit.
2. For the 5 year period commencing January I, 2004, Mediacom will pay the Town a minimum
annual payment in accordance with the following schedule:
Minimum guarantee due January 1, 2004 ........ ...............................
$52,000
Minimum guarantee due January 1, 2005 ........ ...............................
$54,000
Minimum guarantee due January 1, 2006 ........ ...............................
$56,000
Minimum guarantee due January 1, 2007 ........ ...............................
$58,000
Minimum guarantee due January I, 2008 ........ ...............................
$60,000
In addition to the amounts set out above, additional payment will be calculated and paid based on
the same terms and condition as set out in section 17.2 of the current agreement.
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.2.
3. Mediacom proposes to ensure that a map display case is installed and maintained in a state of
good repair in all transit shelters installed by Mediacom.
4. Mediacom agrees to include the removal of snow at the shelters as a maintenance
enhancement to be removed from within the shelters at the time of said routine maintenance. In
periods of heavy snowfall, Mediacom will undertake to ensure the shelters are clear from snow.
5. All other terms and conditions as current are extended to the new contract period.
As you are aware, Mediacom pays an annual guaranteed payment to the Town on January 1 st,
and on or before March 31st of each year will pay to the Town the amount by which 20% of the
net revenues exceed the guaranteed payment for the payment period. Therefore more advertising
opportunities means more potential revenue for the Town.
Mediacom has enjoyed an excellent business relationship with Pickering Transit, and we thank
you for the opportunity to assist in the Town of Pickering transit requirements. Please don't
hesitate to contact me, should any clarification of our proposal be required.
Sincerely,
Darcy Clark
Legislative & Community
Develonment Mannaer
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(hereinafter referred to as the "Town")
-and-
MEDtA- COM IS
(hereinafter referred to as "Mediacom ")
W�ITN,�TOREPO�# R�'0
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OF THE FIRST PART
OF THE SECOND PART
WHEREAS the Town desires to provide transit passenger shelters with advertising within the
geographic boundaries of the Town of Pickering;
AND WHEREAS Medlacom is able and willing to supply and transit passenger shelters with
advertising caissons, and to maintain transit passenger shelters for the Town;
AND WHEREAS the Town is willing to permit Med(acom to install transit passenger shelters
with advertising caissons on preperty under its jurisdiction and on properties within its
geographic boundaries.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the covenants
hereinafter contained and the sum of TWO DOLLARS ($2.00) of the lawful money of
Canada, now paid by each of the parties hereto to each of the other parties hereto (the
receipt whereof is hereby acknowledged), the parties hereto hereby covenant, promise and
agree with each other as follows:
1.1 The words "shelter" or "transit passenger shelter" means a structure erected at
a Pickering bus/transit slot), within the Town of Pickering's geographic limits
for the convenience of transit passengers.
1.2 The :words "advertising caisson" or "caisson" means a box containing two
advertising faces, lighting fixtures and electrical appurtenances.
1.3 . The words "advertising face" means a location wherein one sheet of
advertising copy may be displayed.
.2. TERM OF THIS AGREEMENT
The parties agree that the term of this agreement shall be for a period commencing
on 'the date'of execution of this agreement and ending on December 31, 2001
subject to. the right of Mediacom (upon written notice to the Town prior to October
.1, 2001), to extend the term of this agreement for a further period of 2 years on the
same terms and conditions as contained herein, save and except for any further right
of"renetval,thereafter.
Merllacom agrees to design, manufacture, supply, install
and maintain transit
passenger shelters with, advertising within the Town's geographic boundaries as set
tw4:lh this Agreement (the 'contract work'), to the satisfaction 'of the Town's
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4. NEW -MM
T ue
Thirty-two (32) shelters will be installed by Mediacom in the first year as hereinafter
set out, and thereafter, seven (7) shelters will be installed by Mediacom during the
balance of the term of the contract, and upon the written request of the Town, such
that a total of thirty nine (39) shelters will have been installed by Mediacom on or
before December 31, 2002. The parties agree that twenty two (22) of the shelters
will be installed prior to June 1, 1997 and ten (10) additional shelters will be installed
prior to September, 1997.
5. 'NEW SHELTER D SI .N
'4.1 Any Sheller to be constructed by Mediacom under this agreement shall be a
"Daytech Type" shelter or equivalent.
4.2 Unless otherwise approved in writing by both the Town and Mediacom, the
new shelters to be provided by Mediacom will be constructed as follows;
approximately 4'h' wide, 10W long and 7V.' high;
10 mm tempered glass panels on three sides with an allowance for a
doorway approximately 4'h' wide;
an advertising caisson on the far side of the shelter;
• two illuminated advertising faces measuring approximately 47" x 68 ";
domed roof;
transit map display cases where applicable (as determined in writing
by the Town's Executive Director of Operations).
6. SITE SELECTION
6.1
The actual site selection of shelter positioning for the transit passenger
shelters to be installed will be determined by and must be approved of by the
Town's Executive Director of Operations (in consultation with the Chairman
of the Town's Transit Committee) and Mediacom. Prior to undertaking any
installations of transit passenger shelters, the Town will supply Mediacom
with a list of proposed locations of transit passenger shelters for the first
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calendar year of this agreement and subsequently for each calendar year
thereafter throughout the term of this agreement and any renewal thereof.
6.2
The Town agrees to allow shelters with advertising to be placed at those
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locations which have an existing transit passenger shelter, all as more
particularly set out In Schedule 'A' attached hereto and forming part of this
agreement. Mediacom agrees to assume the cost and responsibility for
moving the existing shelter set out in Schedule A to another location
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provided any such relocation is approved by both the Town and Mediarnm.
6.3 ` `The,
Town . agrees that notwithstanding Clause 4,'Medlacom reserves` the
right to refuse to install advertising caisson in seven of the shelters refereed to r
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In Clause 4, If in Its opinion, the advertising faces will not be of any value to
Medlacom.
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7. CONCRETE PADS
7.1 Concrete pads may not always be required for the installation of shelters,
however, where the installation of concrete pads Is jointly deemed to be
necessary by Mediacom and the Town, for the purposes of keeping the shelter
level and secured to the ground, Mediacom agrees to be responsible for
supplying the concrete pad at no cost to the Town. Notwithstanding the
foregoing, the Town agrees to pay the cost of installing the concrete pads at
the existing 17 locations as set out on Schedule A to this agreement.
8.
9.
7.2 The parties agrees that should the Town wilfully cause any undue delays in
construction after construction of a shelter pad has commenced, with the
prior consent of the Town; and should the Town deliver written instructions
to Mediacom not to proceed with the installation of a shelter on a concrete
pad prepared by Mediacom, the Town shall assume full responsibility for the
shelter pad and Mediacom shall be released from its responsibility to
indemnify and save the Town harmless with respect to such location.
.Mediacom will be responsible to work with the Hydro authorities to supply
and connect underground electrical power to all transit passenger shelters
constructed by Mediacom and to pay all Hydro charges for such connections.
Mediacom agrees .to be responsible for the cost of power consumed in
Illuminating the advertising faces throughout the term of this agreement and
any renewal thereof.
9.1 Mediacom agrees to be responsible for maintaining the Mediacom -owned
together with all Town-owned shelters, in good repair and appearance to the
satisfaction of the Town's Executive Director of Operations. This will include
the complete washing of all glass and metal frames at least twice monthly or
more frequently if required by the Town, repainting as required plus the
replacement of burned out lights, removal of graffiti, stickers, posters and the
like and repair and replacement of damaged or broken parts and the supply
of replacement parts as may be deemed necessary by the Town. Litter and
snow removal will be performed by Mediacom at time of normal
maintenance at no cost to the Town.
In carrying out its maintenance or cleaning duties as aforesaid, Medfacom
will not permit, create, or leave any shelter in a dangerous or hazardous
condition, including Icy conditions that may be caused by cleaning
operations in winter months. Further, during any such maintenance
operations, all employees, contractors, or agents of Mediacom will conduct
themselves so as not to create any traffic hazards and will take all appropriate
safety precautions, including the safe parking of vehicles.
The Town agrees to remove snow from inside the transit passenger shelters
covered under this Agreement when the Town is engaged in snow removal
from its bus stops if the work has not already been completed by Mediacom.
9.2 The Town may provide written notification to Mediacom that any shelter
requires regular maintenance and Mediacom shall, as soon as is reasonably
possible and no later than 48 hours after the receipt of such notice, undertake
the maintenance required at no cost to the Town.
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9.3 The Town may provide written notification to Mediacom that a shelter in the
Town requires emergency maintenance if its condition is such that it renders
It a serious danger to the public as determined solely by the Town's
Executive Director of Operations. In such an event, Mediacom shall, as soon
as it is reasonably possible, and within no later than 24 hours after the giving
of notice, repair, maintain or make safe the shelter at Mediacom's own
expense and to the satisfaction of the Town.
10, VANDALISM
10.1 In the event that a shelter at any specific location has been subjected to
repeated damage due to vandalism, Mediacom may, at its own expense,
remove or relocate the shelter to an alternative, location approved by both the
Town and Mediacom. Upon relocating any shelter, Mediacom shall restore
the previous site to its original condition including removal of any concrete
pad at its sole expense and at no cost to the Town.
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10.2 For the purpose of this section, repeated damage due to vandalism shall mean
four (4) or more instances of damage within a twenty four (24) month period
I wherein the total cost of repairs exceeds TWO THOUSAND DOLLARS
,(52,000.00) on each occurrence respectively.
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10.3 If the shelter has been subjected to repeated damage due to vandalism and
the Town does not agree to its relocation by Mediacom the Town agrees to be
responsible to pay the costs of repair arising from the 5th act of vandalism and
all subsequent damages due to vandalism arising thereafter at that location.
11. ADVERTISING
11.1 As a member of the Outdoor Advertising Association of Canada, Mediacom
shall abide by the Canadian Code of Advertising Standards as amended from
time to time. As well the parties agree that no advertisement placed on any
shelter shall advertise, promote or mention in any way:
cigarettes, cigars or any tobacco product
liquor, wine, beer or any other alcoholic beverage
political candidate(s) during a local Municipal Election
offensive references or racial matters
religious advertising which promotes a specific ideology, ethnic point
of view, policy or action which in the opinion of the Town might be
deemed prejudicial to other religious groups or offensive to users of
the transit system.
11.2 The Town reserves the right to require, by resolution of Council, the
Immediate removal of any particular advertisement, or of a given
advertisement at a specific location within the Town's geographic limits, if in
its opinion the advertisement or the installation at a certain place is offensive
to the public or creates a safety hazard. Mediacom shall forthwith carry out
the removal of the advertisement within 48 hours of receipt of written
notification of the Town Council's resolution requesting same.
11.3 The Town and Mediacom agree that despite any of the terms and conditions
of this agreement, Mediacom shall be permitted to install advertising
enhancing product designs on transit passenger shelters located within the
Town's geographic limits, subject to the prior written approval of the Town's
Executive Director of Operations.
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11.4 For the purposes of this Agreement, the term "advertising enhancing product
designs" shall include, but is not limited to:
(a) interactive talking advertising features;
(b) three dimensional advertising displays; and
f (c) advertising space extensions.
11.5 The Town has the right to require that the installation of advertising
enhancing product designs be in a manner other than as proposed by
Mediacom, including the direction that they be placed or positioned on the
transit passenger shelter to provide for the safety of pedestrians and the safe
movement of vehicles.
11.6 The Town has the right to prohibit the installation of or to require the
Immediate removal of any advertisement used in association with an
advertisement enhancing product design or the removal or adjustment of any
particular type of advertising enhancing product design at specified locations
if, in the opinion of the Town, the advertisement or the installation of the
advertising enhancing product design is inappropriate.
11.7 The Town agrees that it will not authorize the placement or erection of
benches for use by the general public at a shelter which unreasonably
obstructs or inter ,gyres with the visibility or effectiveness of the advertising
on such shelter as determined solely by the Town's Executive Director of
Operations, acting reasonably.
11.8 Mediacom agrees that any advertisements regarding candidates for local
Municipal elections must be in compliance with the applicable legislation.
ICIIIIIII all .14 . r .
12.1 Mediacom will make available to the Town any advertising faces on the
shelters covered under this agreement which are available and unsold during
any month, for free advertising use by the Town.
12.2 All public service messages shall be subject to approval by Mediacom's
Creative Review Board and will only be posted on advertising faces available
pursuant to the terms herein. The Town will be responsible for the cost of
designing, producing and supplying to Mediacom their oven public service
message posters. Mediacom will be responsible for installing and removing
the posters from the caissons.
13.1 Medfacom shall be responsible for any and all damages, or claims for
damages for injuries or accidents done or caused by it or its employees, or
resulting from the prosecution of the contract work, or any of its operations,
or caused by reason of the existence or location or condition of the contract
work, or of any materials, plant or machinery used thereon or therein, or
which may happen by reason thereof, or arising from any failure, neglect or
omission on Its part, or on the part of any of Its employees, to do or perform
any or all of the several ads or things required to be done by it or them under
and by this agreement and Mediacom covenants and agrees to hold the Town
harmless and indemnified for all such damages and claims for damage; and in
case of Mediacom's failure, neglect or omission to observe and perform
faithfully and strictly, all the provisions of this agreement, the Town may, ten
.(10) days after having given notice in writing of such failure, neglect or
l omission, take such steps, procure such material, teams, trucks and workmen,
i and do such work or things as he may deem advisable toward carrying out
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and enforcing the same and the Town may, to the extent of the costs thereof,
recover such costs in and Court of competent jurisdiction as a debt due and
owing by Mediacom to the Town.
13.2 Medlacom covenants and agrees to from time to time and it all limes
hereafter to save, defend and keep harmless and fully indemnify the Town
and each of its officers, servants or agents, from and against all actions, suits,
claims, liens and demands which may be brought against or made upon the
Town, its officers, servants, or agents, and of, from and against all losses,
costs, charges, damages and expenses which may be paid, sustained or
incurred by the Town, its officers, servants by reason of, or on account of or
in consequence of the execution and performance of the contract work, or
the non - execution or imperfect execution of the contract work or the supply
or non - supply of the contract work, or otherwise, by reason of or arising out
of the occupancy of parts of public highways hereby granted and Mediacom
will pay to the Town or any of its officers, servants or agents, on demand, as
the case may be, all amounts and damages which may be paid, sustained or
Incurred by the Town or such officers, servants or agents in consequence of
any such actions, suits, claims, liens, executions or demands and all monies
paid or payable by the Town or such officers, servants, or agents in
settlement or in discharge thereof or on account, thereof, and [hat in default
of such payment all loss, costs, charges, damages and expenses and all
monies so paid or payable by the Town or such officers, servants, or agents
may be recovered from Medtacom in any court of competent jurisdiction as
monies paid at Mediacom's request and Mediacom hereby authorizes and
empowers the Town or thereafter its solicitors for the time being to settle or
compromise as the Town or its solicitors may deem expedient, any actions,
suits, claims, liens, executions or demands which may be brought against or
made upon the Town, their officers, servants, or agents by reason of, or on
account of or in performance of this agreement and the non - execution or
imperfect, execution of the contract work and the supply or non - supply of the
contract work or otherwise by reason of or arising out of or as a result of this
agreement or the permission to occupy parts of the highways hereby given
Including any claims for damages arising from or caused by any alleged
libellous or obscene advertisement or notice or any alleged copyrighted
matter in any advertisement or notice placed in any of the Town's transit
shelters by Mediacom. .
13.3 Mediacom shall procure and maintain for the term of this agreement Liability
Insurance relative to each shelter installed and will identify the Town as a
named insured, equal to or in excess of the following minimum requirements
and shall file with the Town a Certificate of Liability Insurance evidencing
such requirements.
The Liability Insurance shall:
(i) have a limit of liability of not less than ONE MILLION
DOLLARS ($1,000,000.00) for any one occurrence and the
amount of such liability insurance shall be increased at the
request of the Town based on reasonable grounds acceptable to
Mediacom;
(ii) be Comprehensive Liability Insurance covering all operations
and liability assumed under this agreement;
(iii) not contain any exclusive or limitations in respect of shoring,
underpinning, razing or demolition of any building or structure,
collapse of any structure or subsidence of any property sinicture
or land from any cause.
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14. EXCLURyE&GHU
14.1 edtacom shallhave the exclusive.rl hts'to dis ,la 'advertisin 'Iman or all
ftlietidnsit shelters erected `and covered by. this= agreement; , Tfii• Town!
trMedfawm will be its excluslye'supplfer of•transit "•`'shelters with '
jl'�
As ,m tc.1 during •.ttie confrad ;'period:4'' O�shelters`constrtT(ed by'
;hall be removed to rmit the.insta la ano e_r. onlpany's`a With or without advertising during the terof thc contract:
14.2 Notwithstanding Clause 14.1 herein, Mediacom agrees to allow the Toronto
Area Transit Operating Authority (' TATOA') to maintain its corporate logo, in
! the form of a stylized green 'GO', on each shelter located within the
i geographic limits of the Town. In the event that TATOA ceases to use any of
the shelters to board passengers, TATOA shall be entitled to remove its
corporate logo from such shelter(s) no longer used by it to board passengers.
15. ASSISTANCE
The Town agrees to give Mediacom reasonable support and assistance in order to
complete the installation of new shelters as mutually agreed upon. Such assistance
will In but it is not limited to, assisting in preventing obstacles such as garbage
cans, newspaper boxes and benches, interfering between the line of vision of
pedestrians and motorists to [lie advertising faces.
16. ENCUMBRANCE OF TIT F TO SH jM
Should Mediacom be unable to perform its duties under this Agreement or become
insolvent, bankrupt or make an authorized assignment or compromise to its creditors,
or encumber or allow to be encumbered its title to the shelters erected under this
agreement by way of security, lien, execution or otherwise, such action or
occurrence shall be deemed to be a breach and a contravention of this agreement
by Mediacom, and the Town shall have the right to immediately terminate this
agreement.
17. FINANCIAL GUA ANT
17.1 Mediacom will pay the Town a minimum annual payment in accordance
with the following schedule:
(1) For the period commencing on January 1, 1997 and ending on
December 31, 1997 the sum of Forty Thousand Dollars ($40,000)
payable on January i, 1997. ('Payment Period Year I%
(il) And thereafter, for the period commencing on the 1st day of
January, 1998 and ending on December 31, 1998, the sum of
Forty Two Thousand Five Hundred ($42,500) payable on January
1, 1998. ('Payment Period Year II');
(iii) And thereafter for the period commencing on the 1st day of
January 1999 and ending on December 31, 1999, the sum of
Forty Five Thousand ($45,000) payable on January 1, 1999.
('Payment Period Year III%
(iv) And thereafter for the period commencing on the 1st day of
January 2000 and ending on December 31, 2000, the sum of
Forty Seven Thousand Five Hundred Dollars ($47,500) payable .
on January 1, 2000. ('Payment Period Year IV*);
Councillor Brenner -
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(v) And thereafter for the period commending on the 1st day of
January, 1001 and ending on December 31, 2001, the sum of
Fifty Thousand Dollars ($50,000) payable on January 1, 2001.
('Payment Period Year V');
(vi) And thereafter, provided the term of this agreement has been
renewed in accordance with the provisions of Clause 2 herein, for
the period commencing on the 1st day of January, 2,002 and
ending on December 31, 2002, the sum of Fifty Thousand Dollars
($50,000) payable on January 1, 2002. ('Payment Period
Renewal Year I');
(vii)And thereafter provided the term of this agreement has been
renewed in dccurdance with the provisions of Clause 2 herein, for
the period commencing on the 1st day of January 2003, and
ending on December 31, 2003, the sum of Fifty Thousand Dollars
($50,000) payable on January 1, 2003. ('Payment Period
Renewal Year II').
17.2 In addition to the amounts set out in Clause 17.1 above, at the end of each
payment period as defined in Clause 17.1 hereof ('Payment Periods')
Mediacom will calculate its net revenue from advertising from the transit
passenger shelters during each respective Payment Period Year. Net revenue
Is defined as gross revenue less agency commissions and discounts (which
discounts will not exceed 25% of gross revenues). If 20% of net revenues for
the payment period is greater than the minimum payment for the applicable
payment period year as set out in Clause 17.1 herein, Mediacom will pay to
the Town the amount by which 20% of net revenues exceed the minimum
payment ( "Excess Revenue ") in addition to the minimum annual payment for
such payment period.
17.3 Excess Revenues owing for each payment period year as determined in
accordance with the above -noted formula, will be paid within the first ninety
(90) days of the commencement of the next calendar year immediately
following each respective payment period year as follows:
Payment Period Year I
• payment due on or before March 31, 1998
Payment Period Year 11
payment due on or before March 31, 1999
Payment Period Year III
payment due on or before March 31, 2000
Payment Period Year IV
payment due on or before March 31, 2001
Payment Period Year V
payment due on or before March 31, 2002
Payment Period Renewal Year I
payment due on or before March 31, 2003
Payment Period Renewal Year II
payment due on or before March 31, 2004
17.4 Mediacom agrees upon request by the Town, to provide the Town with
complete access to its books, records and accounts pertaining to the shelters,
at the end of each payment period, in order to allow the Town to confirm
Mediacom's calculation of net revenue and Excess Revenue for each
payment period year.
84
18. ICI
18.1 The Town agrees to neither charge nor claim from Mediacom, whether
directly or indirectly, any occupation fees, rents, royalties, permit or licence
fees, in conjunction with the shelters and the advertising occurring within the
shelters, throughout the term of this agreement or any renewal term.
18.2 Mediacom agrees to pay all applicable Goods and Services Taxes to the Town
in addition to the amounts set out in Clauses 17.1 and 17.2 above.
19. TITI TO SHELTERS
Mediacom acknowledges that the Town is purchasing the shelters from the Toronto
Area Transit Operating Authority, as set out in Schedule A to this agreement.
20. REMEDY FOR BREACH
In the event of this Agreement being contravened by (i) Mediacom, the Town may;
or (ii) by Town, then Mediacom may; at its or their option, as the case may be,
terminate the Agreement by giving the offending party written notice of the
violation/breach and if the offending party fails to remedy the violation/breach within
ninety (90) days of the date of the notice, this agreement may, at the option of the
party giving the notice be terminated. Notwithstanding the termination of the
agreement by any party for any reason whatsoever, the payment of all outstanding
amounts owing to the Town to the date of such termination (pro-rated to the date of
such termination), shall become due and payable forthwith to the Town.
Any notice or other communications to be given by any party hereunder to the other
shall be in writing. and shall be given or made by delivering same by hand or fax
transmission (in which event it will be deemed received on the date of delivery) or
facsimile transmission as the case may be or by mailing same in a sealed envelope
by prepaid registered mail, (in which case it shall be deemed received two (2) days
after mailing) addressed to the party to whom notice is directed at the address set out
below or to such alternative address as may from time to time be designated by
notice, in writing, given in the same manner provided for in this section;
TO THE TOWN The Town of the Town of Pickering
Pickering Civic Centre
One The Esplanade
PICKERING, Ontario L1V 6K7
Attention: Town Clerk,
(Fax # 905. 420-0515)
TO MEDIACOM Mediacom Inc.
377 Homer Avenue
ETOBICOKE, Ontario M8W lZ6
Attn:: Blair Murdoch Sr., V.P. Asset Development
(Fax #416.255 -2063)
io
22. DELAY IN PERFORMANf F
Mediacom shall not be liable for any delay in performance of its duties under this
agreement due to causes beyond its control, including, but not limited to, fires,
floods, strikes, shortage of materials, delays in carriers, acts of God or the government
ior the failure to obtain delivery of equipment or parts thereof.
23. ASSI .NM NT
Mediacom or any successor thereto shall not assign this Agreement without first
obtaining written consent of the Town, consent shall not be unreasonably withheld.
24. ENTIRE A .R •FM •NT
This Agreement constitutes the entire agreement between the parties to this
Agreement and supersedes any prior agreements and understandings, oral or written,
between such parties with respect to the subject matter hereof.
25. EXECUTION
This Agreement may be simultaneously executed in several counterparts, each of
which when so executed shall be deemed to be an original and such counterparts
together shall constitute, but one and the same instrument.
26. INTERPRETATION
In constituting this Agreement, words in the singular shall include the plural and vice
versa and words importing the masculine shall include the feminine, and the neuter
and vice versa, and words importing persons shall include Towns and vice versa.
IN WITNESS WHEREOF the said Parties hereto have hereunto affixed their respective Town
Seals attested by the hands of their respective proper officers in that behalf duly authorized.
THE CORPORATION OF THE TOWN OF PICKERING
G
Mayor
AC,
Clerk
MEDIACOM INC.
'
{
Senior Vice President • Central Region
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Ot
ME
Northside
of
Kingston
Road
at Rougemount Drive - Pickering
91.12
Southside
of
Kingston
Road
at Rosebank Road - Pickering
88.20
Northside
of
Kingston
Road
at Rosebank Road - Pickering
85.13
Southside
of
Kingston
Road
at Whites Road - Pickering
F19.01
Northside
of
Kingston
Road
at Whites Road - Pickering
91.11
Southside
of
Kingston
Road
at Dunbarton School - Pickering
91.02•
Southside
of
Kingston
Road
at Fairport Road - Pickering
83.01
Northside
of
Kingston
Road
at Fairport Road - Pickering
91.06
Northside
of
Kingston
Road
at Dixie Road West - Pickering
87.01
Southside
of
Kingston
Road
at Walnut Lane West - Pickering
89.08
Northside
of
Kingston
Road
at Walnut Lane West - Pickering
89.07
Southside
of
Kingston
Road
at Glendale Road West - Pickering
91 -08
Northside
of
Kingston
Road
at Glendale Road West - Pickering
89.06
Southside
of
Kingston
Road
at Glennana Road West - Pickering
91 -07
Northside
of
Kingston
Road
at Glennana Road West - Pickering
82.75
Southside
of
Kingston
Road
at Denmar Road - Pickering
79 -02
Northside
of
Kingston
Road
at Guild Road West - Pickering
87 -04