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HomeMy WebLinkAbout23 184 Information Technology Services (2023) By-lawTHE CORPORATION OF THE MUNICIPALITY OF KINCARDINE BY-LAW NO. 2023 – 184 Being a By-law to Authorize a Memorandum of Understanding and an Information Technology Services Agreement with The Corporation of the County of Bruce Whereas Section 8 (1) and 9 of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, provide that the powers of a municipality under this or any other Act shall be interpreted broadly so as to confer broad authority on the municipality to enable the municipality to govern its affairs as it considers appropriate and to enhance the municipality’s ability to respond to municipal issues and has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; and Whereas Council of The Corporation of the Municipality of Kincardine deems it advisable to enter into a Memorandum of Understanding outlining the terms and conditions upon which Information Technology services will be provided by the County of Bruce to the Municipality of Kincardine; and Whereas Council of The Corporation of the Municipality of Kincardine deems it advisable to enter into an Information Technology Services Agreement with the Corporation of the County of Bruce for Information Technology Services; now therefore be it Resolved that the Council of The Corporation of the Municipality of Kincardine Enacts as follows: 1. That The Corporation of the Municipality of Kincardine enter into a Memorandum of Understanding with the Corporation of the County of Bruce, to outline the terms and conditions upon which IT services will be provided by the County of Bruce to the Corporation of the Municipality of Kincardine, in accordance with the terms and conditions outlined in the Memorandum of Understanding, attached hereto as Schedule ‘A’ and forming part of this By-law. 2. That The Corporation of the Municipality of Kincardine enter into an Information Technology Services Agreement with the Corporation of the County of Bruce, for IT services, in accordance with the terms and conditions outlined in the Agreement attached hereto as Schedule ‘B’ and forming part of this By-law. 3. That the Mayor and Clerk be authorized to sign and execute, on behalf of The Corporation of the Municipality of Kincardine, the Memorandum of Understanding and the Agreement with the Corporation of the County of Bruce. 4. That this By-law shall come into full force and effect upon its final passage. 5. That this By-law be cited as “Information Technology Services (2023) By-law”. Read a First and Second Time this 8th day of November, 2023. Read a Third Time and Finally Passed this 8th day of November, 2023. Mayor Clerk BETWEEN: Q 19, j . MEMORANDUM OF UNDERSTANDING (MOU) INFORMATION TECHNOLOGY SERVICES AGREEMENT effective this 8th day of November , 2023. THE CORPORATION OF THE COUNTY OF BRUCE (hereinafter called the "County of Bruce") Nita THE CORPORATION OF THE MUNICIPALITY OF KINARDINE (hereinafter called the "Municipality of Kincardine") Introduction: This Memorandum of Understanding (MOU) is intended to outline the terms and conditions upon which IT services will be provided by County of Bruce to Municipality of Kincardine. Duration: This MOU shall commence on Jan.1, 2024 _ and continue in effect untilDec.31, 2028unless otherwise terminated or amended as stipulated herein. Scope of Services: County of Bruce agrees to provide the following IT services to Municipality of Kincardine as outlined in detail within the executed IT Services Agreement — MOK Nov.8, 2023 Year 1 Focus: During the first year of this MOU: 1. The primary focus of IT services will be on break/fix work. Through this process, a living audit of systems and services will be generated. This audit is intended to provide Municipality of Kincardine with critical insights pertinent to budget considerations, particularly in the areas of IT security, risk mitigation, software license currency, modernization, and compliance. 2. Information Technology staff provided by Municipality of Kincardine will be under the direction and guidance of County of Bruce. While the primary responsibility of this staff will be to support Municipality of Kincardine's operations, they may also be utilized in other areas not exclusively related to Municipality of Kincardine based on County of Bruce's discretion. Year 2 Focus: During the second year of this MOU: 1. The IT staff member originally from Municipality of Kincardine may transition to become an employee of County of Bruce. All relevant employment procedures, policies, and benefits of County of Bruce will apply to this staff member from the effective date of the transition. 2. The fully burdened costs of the transitioning IT staff member from Municipality of Kincardine will be added to the agreement costs. Municipality of Kincardine agrees to compensate County of Bruce for these additional costs from the beginning of Year 2. An updated invoice reflecting this change in costs will be provided by County of Bruce. 3. Yearly County of Bruce will provide Municipality of Kincardine with information pertinent to budget considerations, particularly in the areas of IT security, risk mitigation, software license currency, modernization, and compliance. Responsibilities of County of Bruce: 1. Ensure timely delivery and performance of the services contained within executed IT Services Agreement - MOK. 2. Maintain and update software and hardware necessary for the delivery of said services. 3. Provide technical support and assistance to Municipality of Kincardine on schedule and as required. 4. Quarterly reporting to the Municipality of Kincardine Director of Corporate Services in support of Council reporting requirements. Responsibilities of Municipality of Kincardine: 1. Notify County of Bruce in a timely manner of any issues or concerns regarding the IT services. 2. Ensure timely payment for the services rendered as per the payment terms outlined. 3. Provide feedback and necessary information to County of Bruce to facilitate the services. 4. Notify service providers and service contracts to the details of the agreement and arrange for account access on contracts and services as required. S. Provide electronic access to systems and services of which are to be supported by the County of Bruce. This includes passwords and usernames and system documentation, 6. Provide physical access to systems and services of which are to be supported by the County of Bruce through physical and electronic keys for building and room entry purposes at all sites where IT infrastructure is located. Payment Terms: Municipality of Kincardine agrees to compensate County of Bruce based on the following payment terms: 1. Payment shall be made quarterly upon receipt of the invoice from County of Bruce. Confidentiality: Both parties agree to maintain the confidentiality of any information, documents, data, or communication shared between them. Termination: Either party may terminate this MOU with 6 months written notice. In the case of a breach of the terms outlined herein, the aggrieved party may seek immediate termination. Full details contained in section 22, 23, 24 of the IT Services Agreement — MOK. Dispute Resolution: Any disputes arising out of this MOU shall be resolved through mediation or, if necessary, through an agreed -upon arbitration process. Full details contained in section 29 of the IT Services Agreement — MOK. Amendment: Changes or amendments to this MOU must be mutually agreed upon and put in writing, signed by the authorized representatives of both parties. Full details contained in section 29 of the IT Services Agreement — MOK. Contacts: County of Bruce: • Designated Contact: Michael Kirkpatrick • Phone: 519 8811291 • Email: mkirkpatrick@brucecounty.on.ca Municipality of Kincardine: • Designated Contact: Roxana Baumann 0 Phone: 519-396-3468 x 7107 • Email: rbaumann@kincardine.ca XII. Acknowledgment: By their respective signatures below, the parties agree to all terms and conditions outlined in this Memorandum of Understanding. Corporation of the County of Bruce: Date: Kenneth Craig Signed wdh Cw�sign0 Cbud (2023/7 t t t Corporation of the Municipality of Kincardine: Vm iywd vortio.comor. Adobe Reeder. Date: Nov. $, 2023 Mayor Jennifer Lawrie Sgned wid+ Consign0 Cloud (2'A23/17 r13) Verify wfM vedllo.com or Adobe Reader. Date: Nov. 8, 2023 Clerk 7hIBiaSchedule.@ to By-law cr3 I$ eased the S day of Navernb 2f 20c3 INFORMATION TECHNOLOGY SERVICES AGREEMENT • effective this 11th day of January, 2024. BETWEEN: THE CORPORATION OF THE COUNTY OF BRUCE (hereinafter called the "County") - and — THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter called the "Municipality") WHEREAS: A. The County is a municipality and an upper-tier municipality as defined by the Municipal Act, 2001, S.O. 2001, c. 25, as amended or replaced (hereinafter the "Municipal Act'); B. The Municipality is a lower-tier municipality and local municipality as defined by the Municipal Act; • C. Local municipalities located within the geography of the County and County Councillors have expressed interest in having the County provide information technology services to the local municipalities; D. Section 9 of the Municipal Act provides that municipalities have the capacity, rights, powers and privileges of natural persons, which includes the power to do things that natural persons can do, such as, inter alia, provide information technology services and enter into agreements; E. Subsection 11(1-2) of the Municipal Act provides broad authority for upper-tier municipalities to manage their respective financial affairs and to provide any service the upper-tier municipality considers desirable for the public; F. County Council considers the County provision of information technology services to the local municipalities to be desirable, effective and valuable to the community; G. Subsection 19(2)3 and 20 of the Municipal Act allows an upper-tier municipality to provide a service in a local municipality as long as one of the purposes of its provision is for lower- tier municipal purposes, there is consent from the local municipality, and the municipalities enter into an agreement with respect to the provision of such services; 111 H. The Municipality desires and consents for Information Technology Services to be provided by the County and confirms that the purpose of delivery of such service from the County is to pool resources with the County in a cooperative effort to provide local municipalities with high quality information technology services at a cost which is not prohibitive (hereafter referred to as the "Initiative"); I. The Municipality acknowledges that, in reliance on the local municipalities' express and collective desire for the Initiative, the County has hired information technology staff to provide information technology services to the local municipalities and that it would be detrimental to the County in terms of human resources and employment law costs if the Municipality were to terminate this Agreement; J. Section 8 of the Municipal Act provides that the powers of municipalities shall be interpreted broadly so as to confer broad authority to enable municipalities to govern their own affairs; K. This Agreement sets out the conditions upon which the County will provide information technology services to the Municipality; the requirements of said services; and the methods for requesting said services; L. The CAO or the CAO's designate is authorized to administer this Agreement for the Municipality and execute any such further documents as may be necessary to give effect to services herein described; M. The Director of ITS and his or her designate is authorized to administer this Agreement on behalf of the County and execute any such further documents as may be necessary to give effect to services herein described. NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the payment of the sum of TWO DOLLARS ($2.00) from each Party to the other and for other good and valuable consideration, including the covenants herein, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant and agree as follows: Recitals 1. The above recitals are true and hereby incorporated into this Agreement by reference. Definitions 2. In this Agreement, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings: (a) "Agreement"means this Agreement, including all Schedules, as it may be confirmed, amended, modified, supplemented or restated by written agreement between the Parties; (b) "Business Day" means any day excluding a Saturday, Sunday or statutory holiday in the Province of Ontario. (c) "Change Order(s)" means a Change Order substantially in form of Schedule "C"which adds, removes or modifies a service to be provided to the Municipality by the ITS Department for the duration and at the cost set out in the Change Order. Any duly endorsed Changer Order(s) by the Municipality and the Director of ITS shall be an amendment to this Agreement and shall be appended hereto. (d) "Communication"means any notice, demand, request, consent, approval or other communication which is required or permitted by this Agreement to be given or made by a Party; (e) "Consultant(s)"means a third party(ies) whose services are procured by the ITS Department upon the recommendation of the Director of ITS and paid for by the Local Municipalities whether individually or as a cooperative purchasing scenario. (f) "Director of ITS" means the person appointed to hold the position of the Director of Information Technology Services of the ITS Department. (g) "IT"means Information Technology. (h) "ITS"means Information Technology Services. (i) "ITS Department" means the department of the County having the mandate and responsibility for the provision of Information Technology Services. (j) "ITS Staff" means employees of or independent contractors contracted with the County ITS Department. (k) "Local Municipalities" means all of the local municipalities which are located within the geography of the County of Bruce and, each of which have entered into a Service Agreement with the ITS Department. (I) "Options Menu"means the services listed in Schedule "B", which may be provided by the ITS Department in the event of a duly endorsed Change Order(s) by the Municipality and the Director of ITS for the duration and at the cost set out in Change Order(s). (m) "Parties" means The Corporation of the County of Bruce and The Corporation of the Municipality of Kincardine collectively and "Party" means one of them. (n) "Services" means the information technology services list set out in Schedule `A"to be provided for the Term of this Agreement and for the cost set out in section 10(a) of this Agreement, subject to Change Order(s). Term 3. Subject to the termination and amendment provisions of this Agreement (ss. 22-24 and 27), the term of this Agreement shall be for five (5) years commencing on the effective date noted at the top of page one (1) of this Agreement (hereafter, the "Term"). The Term shall be automatically renewed for two further five (5) year terms commencing on the anniversary date of each five-year term, provided that neither Party terminates this Agreement in accordance with ss. 22-24, on or before the applicable renewal date. Information Technology Services 4. The ITS Department shall provide The Corporation of the Municipality of Kincardine with Information Technology Services and Support, as set out in the following documents: (a) Schedule "A"Services List — sets out the services to be provided for the Term of this Agreement for the cost set out in section 10(a) of this Agreement, subject to Change Order(s). (b) Schedule "B"Options Menu - sets out services which are not included in the cost set out in section 10(a) of this Agreement but may be provided by the ITS Department in the event of a duly endorsed Change Order(s) by the Municipality and the Director of ITS for the duration and at the cost set out in Change Order(s). (c) Schedule "C" Change Order Form — provides a form of Change Order Form to be used by the Parties. (d) Schedule "D" Regular Service Level Guidelines — a guideline document which sets out incident response guidelines. 5. The scheduling and delivery times for Services will be discussed between the Director of ITS and the Municipality and the ITS Department shall use reasonable efforts to cooperate with and accommodate the scheduling requests of the Municipality. 6. Any change, modification or addition of a service to the Services, to be effective, must be processed through a Change Order(s) substantially in the form of Schedule "C" and endorsed by the Municipality and the Director of ITS. Change Orders shall generally identify the following: (a) The nature of the change such as addition, deletion or modification of the service; (b) The duration of the change; (c) How the Services are affected; (d) The increase or decrease of the cost of the Services as a result of the Change Order. It is the responsibility of the Municipality to ensure that all Change Orders are compliant with local purchasing by-laws or policies. The County shall be permitted to rely upon the signature of the CAO or his or her designate as confirmation of compliance with any such policy or by-law. Any duly endorsed Changer Order(s) by the Municipality and the Director of ITS shall be an amendment to this Agreement and shall be appended hereto. Consultants to be Procured by the County ITS Department 7. From time to time, it may be necessary for the ITS Department, on the recommendation of the Director of ITS, to procure Consultant(s) to assist with the provision of IT Services. Consultants may be retained where the ITS Department requires: (a) specialized expertise; (b) additional support for significant projects; (c) additional support for short deadlines, or in any other circumstance deemed appropriate by the Director of ITS. 8. Where the Director of ITS recommends the procurement of Consultant(s), he/she shall notify the Municipality in writing of such recommendation with written reasons why the Consultant is necessary. It shall be the sole responsibility of the ITS Department to procure the Consultant(s) in accordance with the County purchasing policy and pay such Consultant(s) directly. 9. Any amounts due and payable to a Consultant or incurred by the County in procuring the consultant pursuant to section 7 shall be calculated and recovered from the Municipality. Prior to awarding the procurement of a Consultant to a particular individual or entity the ITS Department shall provide the name of a proposed Consultant to the Municipality so that it may advise the ITS Department of any potential conflicts of interest. Where the consultant may be performing services that will benefit more than one of the Local Municipalities, then the cost of the consultant will be divided between the benefitting Local Municipalities on a pro rata basis or as set out by the Director of ITS in writing to the Municipality. Financial Provisions Base Cost +Actual Costs Adjustment 10. The County shall be compensated for the provision of IT Services by the Municipality in accordance with the Base Cost+Actual Costs Adjustment formula set out below: (a) The base cost for the Services for the Municipality provided herein shall be $100,000 (hereafter the, "Base Cost"), as set out in Schedule "A". (b) The Municipality shall pay to the County the Base Cost in quarterly invoices produced on or about March 31, June 30, September 30, and December 31 of each year during the Term of this Agreement. (c) Invoices are payable within 30 days from the date the invoice is issued by the County. (d) An annual costs reconciliation and adjustment(hereafter the"Actual Costs Adjustment") will be made in December of each year during the Term of this Agreement to ensure that the Municipality's annual payment for the Services aligns with the actual cost to ITS of providing the Services. The Actual Costs Adjustment shall take into account the costs associated with any Change Order(s) made during the year and any other consideration deemed relevant by the Director of ITS, including but not limited to: (i) the impact that the Services for the Municipality has had on the human resources of the ITS Department; (ii) salary and benefits of ITS Staff; (iii) infrastructure costs; (iv) licensing costs; and (v) software and hardware costs. The annual Actual Costs Adjustment, if any, will be reflected on the Municipality's final invoice for the year issued on or around December 31. A report detailing the Actual Costs Adjustment will be provided by the Director of ITS to the CAO of the Municipality or his or her designate. Annual Review 11. The ITS Department shall perform an annual review (hereafter the "Annual Review") in December of each year during the Term of this Agreement, and any renewals thereof, which will take into account both the Actual Costs Adjustment noted above and any anticipated Change Order(s) anticipated for the upcoming year, for the purposes of adjusting the Base Cost of the Services for the upcoming year. In determining the Base Cost for the upcoming year, the ITS Department shall take into account: (a) any Change Order(s) made during the year; (b) the Municipality's actual or anticipated ITS needs for the upcoming year; (c) the impact that the Services for the Municipality has had on the human resources of the ITS Department; (d) salary and benefits of ITS Staff; (e) infrastructure costs; (f) licensing and services costs; (g) software and hardware costs; and (h) any other consideration deemed relevant by the Director of ITS. Without limiting the foregoing, the Parties acknowledge and agree that, subject to any cost adjustment required by any Change Order(s) made during the year and any addition or removal of services based on the anticipated needs of the Municipality for the upcoming year, the Base Cost will: • Increase by a minimum of the Corporation of County of Bruce council adopted cost-of-living adjustment for non-union employes. • Increase by a maximum of cost-of-living adjustment plus four (4%) to account for increased operational support costs not attributed to salary. Following the Annual Review, the Director of ITS, in consultation with the Municipality, shall amend Schedule "A"to adjust the Base Cost of the Services for the upcoming year. Any Change Order(s) made during the year that are intended to be in effect during the upcoming year shall be incorporated into the amended Schedule "A"at that time. The amended Schedule "A"shall come into effect January 1 of the year following the Annual Review. Renegotiation Out of Necessity 12. Notwithstanding any the foregoing or any other provision of this Agreement, at any time during the Term of this Agreement, whether due to an Annual Review or otherwise, the Director of ITS in his or her sole discretion determines that that the Services being provided to the Municipality by the ITS Department are having a significant impact on human resources of the ITS Department which warrants an adjustment to the price, the price of the Services shall be renegotiated as between the Director of ITS and the Municipality's CAO and this Agreement shall be amended as a result of the renegotiation. In the event that the Director of ITS and the Municipality's CAO are unable to reach a renegotiated agreement within four (4) weeks from the time the Municipality was notified of the need for a price change, the price shall be considered a dispute and the dispute resolution mechanism provided for in section 29 of this Agreement shall commence. County Responsibilities 13. The County covenants that it shall be responsible for the following: (a) the provision of the Services, as defined in this Agreement; (b) providing best efforts to leverage shared services to reduce overall ITS costs to Local Municipalities located in the geography of Bruce County; (c) its own employees, Councillors, officers, and agents engaging in the furtherance of their duties, wherever situate, in relation to the performance of the Services under this Agreement; and (d) the negligence of its own employees and agents in the furtherance of their duties under this Agreement. County Indemnity 14. The County hereby releases, indemnifies, and holds harmless the Municipality, its respective employees, directors, officers, and agents from and against any and all claims, causes of action, demands, losses, costs, charges, fees, expenses, duties, dues, accounts, covenants, or other proceeding of every kind or nature whatsoever at law or in equity brought against, suffered by or imposed upon the Municipality which arise out of or are related to any loss, damage or injury to any person or property (including injury resulting in death) which is caused by the negligence of County employees acting in the course of performing their obligations in the furtherance of this Agreement. County Insurance 15. The County agrees that it shall, at its own expense, obtain and maintain in full force and effect during the Term of this Agreement and any renewal thereof, the following policies of insurance coverage: (a) Commercial General Liability Insurance ("CGL") on an occurrence basis insuring against damages to persons (personal injury, including death) and property, contractual liability, employer's liability, and employee benefits liability with a limit of not less than five million dollars ($5,000,000.00). The CGL shall include: (i) the Municipality as an additional insured; (ii) a cross-liability clause; (iii) a severability of interests clause endorsement; (iv) contractual liability coverage arising out of this Agreement; The above noted CGL shall include a provision that if cancelled or changed in any manner that would affect the Parties as outlined in the coverage specified, the insurer will endeavor to provide thirty (30) days prior written notice by mail or facsimile transmission to the Parties. (b) Errors and Omissions coverage for potential errors and omissions arising from the operations of its employees (including employee benefits liability) underwritten by an insurer licensed to conduct business in the Province of Ontario. (c) If the above noted insurance policy is to be cancelled or non-renewed for any reason, ninety (90) days' notice of said cancellation or non-renewal must be provided to the Municipality. Responsibilities of the Municipality 16. The Municipality covenants that it shall be fully responsible for the following: (a) Its own corporate operations and activities; (b) Its own employees, Councillors, officers, and agents engaging in the furtherance of their duties, wherever situate; (c) Its own negligence or the negligence of its own employees, Councillors, Mayors, directors, officers, and agents; (d) Without limiting clauses 16(a-c), the operating and capital costs associated with the IT systems, software, hardware, licensing, warranties, services and other related costs of the IT systems, software, and hardware which it owns, maintains or licenses; (e) Without limiting clauses 16(a-c), appropriately budgeting for its own IT operating and capital expenditures, as recommended by Director of ITS; (f) Providing best efforts to the Director of ITS notice of upcoming projects, strategies and objectives that may impact IT resources; (g) Adhering to technology standards as determined by the ITS Department; (h) Without limiting clause 16(a-c), ensuring that third party vendor agreements (underpinning contracts) are in place for appropriate service coverage; (i) Assigning a knowledgeable primary contact to facilitate IT related inquiries and approvals; (j) Without limiting clause 16(a-c), adopting and adhering to appropriate ITS policies; and (k) Providing to the ITS Department any and all relevant information relating to its: IT systems; the use of its IT systems; software; hardware; licensing; contracts; and warranties. Indemnity from the Municipality 17. The Municipality hereby releases, indemnifies, completely holds harmless and agrees to defend the County, including the County's respective employees, Councillors, officers, agents and legal counsel from and against any and all claims, causes of action, demands, losses, costs, charges, fees, expenses, duties, dues, accounts, covenants, or other proceeding of every kind or nature whatsoever at law or in equity brought against, suffered by or imposed which arise out of or are related to any loss, damage or injury to any person or property (including injury resulting in death) which is caused by its operations, activities or the negligence of its employees, directors, or officers. 18. The Municipality shall, at its own expense, obtain and maintain in full force and effect during the Term of this Agreement and any renewal thereof the following policies of insurance coverage: (a) Commercial General Liability Insurance ("CGL") on an occurrence basis insuring against damages to persons (personal injury, including death) and property, contractual liability, employer's liability, and employee benefits liability with a limit of not less than five million dollars ($5,000,000.00) per occurrence or such greater amount that the County may from time to time reasonably request. The CGL shall: (i) include the County as additional insured; (ii) contain a cross-liability clause; (iii) contain a severability of interests clause endorsement; (iv) contain a clause including contractual liability coverage arising out of this Agreement; The above noted CGL shall include a provision that if cancelled or changed in any manner that would affect the Parties as outlined in the coverage specified, the insurer will endeavor to provide thirty (30) days prior written notice by mail or facsimile transmission to the Parties. (b) Errors and Omissions coverage for potential errors and omissions arising from the operations of its employees(including employee benefits liability) underwritten by an insurer licensed to conduct business in the Province of Ontario. (c) If the above noted insurance policy is to be cancelled or non-renewed for any reason, ninety (90) days' notice of said cancellation or non- renewal must be provided to the County. Force Majeure 19. Despite any section of this Agreement, no Party shall be liable for damages caused by delay or failure to perform its obligations under this Agreement where such delay or failure is caused by an event beyond its reasonable control (hereinafter referred to as a "Force Majeure Event"). The Parties agree that an event shall not be considered a Force Majeure Event if a reasonable person owing duties to others in the same or similar circumstances as provided for under this Agreement would have put in place contingency plans to either materially mitigate or negate the effects of such an event. If a Party seeks to excuse itself from its obligations under this Agreement due to a Force Majeure Event, that Party shall immediately notify the other Party(ies) of the delay or non-performance, the reason for such delay or non-performance, and the anticipated period of delay or non-performance. In addition, the Party excusing itself due to a Force Majeure Event shall use its best efforts to remedy any such non- performance, except that nothing herein contained shall require any such party to make settlement of any labour dispute on terms unacceptable to it. Compliance with Law and Confidentiality 20. The Parties agree to treat each other's information that is not publicly available, including information relating to business affairs, operations, human resources and proprietary practices as confidential. 21. Notwithstanding section 20 above, both Parties acknowledge that each of them, being an Ontario municipality, is subject to the Municipal Freedom of Information and Protection of Privacy Act, RSO 1990, c M56 ("MFIPPA") and as a result, some information may be required to be disclosed by either party as a statutory requirement. The Parties agree that notwithstanding section 20 of this Agreement, either Party shall have no obligation with respect to the disclosure of confidential information and does hereby fully and finally release the other, its respective Warden, Mayor, Councilors, officers, directors, employees, agents, and legal counsel from any liability for disclosing confidential information in the event that the Party that discloses confidential information does so in accordance with a lawful statute applicable in Ontario, including MFIPPA, or PHIPA or is ordered to disclose such information by the Office of the Information and Privacy Commissioner or any court or tribunal of competent jurisdiction. Termination By the Municipality 22. The Municipality may terminate this Agreement by providing six (6) months written notice to the County. The effective date of termination by the Municipality shall be exactly six (6) months after notice is effectively received by the County in accordance with section 25 of this Agreement (the "Termination Date"). The Municipality acknowledges that in the event the Municipality terminates this Agreement, it will no longer receive ITS, from the County, but it will remain liable for: (a) Paying to the County all costs that, but for the termination, would have been associated with providing the Services for the remainder of the year in which the Termination Date occurs; (b) Paying the County an amount sufficient to cover the Municipality's share of any and all long-term obligations incurred for the benefit of the Municipality by the County in reliance upon the Municipality's commitments to the Initiative, including but not limited to, the hiring of IT personnel, leasing, licensing, early termination costs, consultants and all other non-avoidable future costs identified, and (c) The return of any hardware and/or software licenses that is not owned solely by the Municipality to the County. By the County 23. The County may terminate this Agreement at any time without cost or penalty upon providing six (6) months written notice to the Municipality. Due to Dissolution 24. In the event the Municipality dissolves as a Corporation, this Agreement shall terminate. In the event the County dissolves as a Corporation, this Agreement shall terminate. In either event, termination due to dissolution shall occur as of the date the corporate entity ceases operations. Each of the Parties covenant to inform the other immediately as soon as it has knowledge that the dissolution the cessation of operations is either being considered and/or has any semblance of likelihood. Notices 25. Acceptable Communications between the Parties shall include communications which are: (a) delivered personally or by courier; (b) sent by prepaid registered mail; (c) transmitted by facsimile, e-mail or functionally equivalent electronic means of transmission, charges (if any) prepaid. Any Communication must be sent to the intended Party at its address for service listed on the signature pages of this Agreement or to any other address as any Party may at any time advise the other by Communication given or made in accordance with this section. Any Communication delivered to a Party to whom it is addressed will be deemed to have been given or made and received on the day it is delivered at that Party's address, provided that if that day is not a Business Day then the Communication will be deemed to have been given or made and received on the next Business Day. Any Communication transmitted by facsimile, e-mail or other functionally equivalent electronic means of transmission will be deemed to have been given or made and received on the day on which it is transmitted, but if the Communication is transmitted on a day which is not a Business Day or after 4:00pm (local time of the recipient), the Communication will be deemed to have been given or made and received on the next Business Day. Further Assurances 26. The Parties warrant that they shall do, execute, acknowledge, deliver and/or cause to be done such other acts, agreements and other documents as may be reasonably required or desirable to give effect to the terms of this Agreement. Amendment and Waiver 27. No amendment, discharge, modification, restatement, supplement, termination or waiver of this Agreement or any section of this Agreement is binding unless it is in writing and executed by the Parties to be bound. No waiver of, failure to exercise, or delay in exercising, any section of this Agreement constitutes a waiver of any other section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided. Assignment and Inurement 28. Neither this Agreement nor any right or obligation under this Agreement may be assigned by any Party, other than provided for herein, without the prior written consent of the other Parties. This Agreement inures to the benefit of and is binding upon the Parties and their respective heirs, executors, administrators, estate trustees, trustees, personal or legal representatives, successors and permitted assigns. Dispute Resolution 29. Upon written requests to resolve any disputes arising from this Agreement which are sent by one Party to another, the Parties hereby agree to resolve all disputes pursuant to this section. Upon receipt by the receiving Party of a written request to resolve disputes, the Parties shall first attempt to resolve all disputes by way of formal negotiation between the Parties and their appointed representatives. Generally, at first instance an attempt to resolve any dispute shall be performed by the Municipality's staff and the Director of ITS. Should the dispute remain unresolved for a period of thirty (30) or more days then the matter may be escalated to the respective CAOs of the County and the Municipality. If the disputes cannot be settled within sixty (60) days from the receipt of the written request to resolve disputes by the receiving Party, then the Parties shall enter into a structured negotiation on a without prejudice basis with the assistance of a mediator appointed by them. If the disputes cannot be settled within ninety (90) days from the receipt of written request to resolve disputes by the receiving Party, or such longer period as may be agreed to by the Parties, the Parties shall, refer the matter forthwith to an arbitration which shall finally resolve the dispute(s). The aforementioned arbitration shall be conducted in accordance with the Ontario Arbitration Act, 1991, c 17, as amended or replaced. Voluntary Enforceable Agreement 30. The Parties warrant that this Agreement is voluntary, that none of the Parties are under any legal disability and that each Party has had an opportunity to seek the advice of independent legal counsel with respect to this Agreement. Counterparts 31. This Agreement may be executed and delivered by the parties in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument. Severability 32. Each section of this Agreement is distinct and severable. If any section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect: (a) the legality, validity or enforceability of the remaining sections of this Agreement, in whole or in part; or (b) the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction. Governing Law 33. This Agreement is governed by and is to be construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province. (ONE(1) SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF this Agreement has been executed by the Parties hereto on the date(s) set out below and the Parties agree that this Agreement shall be effective on the date set out at the top of page one (1) of this Agreement. THE CORPORATION OF THE COUNTY OF BRUCE Date: January 2024 Address for Service: Attn: Clerk 30 Park Street. Walkerton, ON NOG 2V0 Per: _ Chris ea ody, W den Per: Linda White, Clerk We have authority to bind the Corporation The Corporation of the Municipality of Kincardine Date: 1V\csv•%., 20243 Address for Service: Attn: Clerk 1475 Concession 5 RR#5, Kincardine ON N2Z 2X6 Per: K .,,,,„mAL Kenneth Craig, Mayor Per: /7-vtt-yu 11�-�. Q Jenrifer Lawrie, anager of Legislative Services/Clerk We have authority to bind the Corporation Schedules: A = Services List B = Options Menu C = Change Order Form D = Regular Service Level Standards SCHEDULE "A" SERVICES Service Name Effective Duration of Service Level Date additional/changed service Service Desk For the duration of the Regular Agreement Service Description: The Service Desk is a customer service focused single point of contact with the ITS Department. It is responsible for the efficient and effective resolution of incidents or service requests. The Service Desk tracks, logs and manages all incidents and service requests using an Information Technology Service Management (ITSM) system to ensure that all Service Level Standards are met. Service Name Effective Duration of Service Level Date additional/changed service Website/Web For the duration of the Regular Application Hosting Agreement Service Description: Website/Web Application Hosting is the business of housing, serving and maintaining files for one or more websites which are made accessible to the Internet. This service provides adequate storage and bandwidth to ensure the website or web application performs as expected. This service also includes related services such as domain name registration and renewal, DNS management, disaster recovery planning, AODA compliance reporting and availability monitoring. Below is a list of web sites and web applications that the Municipality owns which are hosted using Bruce County IT managed infrastructure. - kincardine.ca (GoDaddy/GHD) - careers.kincardine.ca -> careers-rr2.esolutionsgroup.ca - gis.kincardine.ca (gissvr) - webapps.kincardine.net (mok-ts) - https://anc.ca.apm.activecommunities.com/kincardine (activenet) - https://kincardine.ops-com.com/admin/login (Ops-Com) - https://www.myroadpatrol.com/xrp_kincar/ (Road Patrol) - https://kincardine.consigno.com/ (Document Signing) - https://kincardine.escribemeetings.com/ (Council) - https://myphone.brucetelecom.com/ (voip phone management) - https://10.1.1.21/ui/#/login (VMWare client 1.43.8 ESXi 7.0.3) - v4.citywidesolutions.com - kincardine.escribemeetings.com - kincardine.consigno.com - https://If.kincardine.ca/laserfiche/ Service Name Effective Duration of Service Level Date additional/changed service IT Procurement For the duration of the Regular Agreement Service Description: IT procurement is the series of activities and procedures necessary to acquire information technology products and services. By consolidating IT procurement, it creates opportunities to leverage economies of scale when purchasing equipment or services. IT procurement also drives technology standards to ensure that overall cost effectiveness and efficiencies are found within the Municipality. Functions of IT Procurement include, but are not limited to: • Vendor Relationship Management • Equipment Purchasing • Technology Standards • Economies of Scale • Leveraging Vendor of Record Programs • Equipment Research and Recommendations • Procurement Vehicles: Request for Quotes and Request for Proposals Service Name Effective Duration of Service Level Date additional/changed service IT Asset Management For the duration of the Regular Agreement Service Description: IT Asset Management is the set of business practices that join financial, contractual and inventory functions to support life-cycle management and strategic decision making for an IT environment Service Name Effective Duration of Service Level Date additional/changed service Management of For the duration of the Regular Software Licensing Agreement and Hardware Maintenance Agreements Service Description: This service ensures the Municipality is following all software licensing requirements that the ITS Department is responsible for supporting and maintaining. This service also ensures that the appropriate hardware renewal / maintenance agreements of critical IT infrastructure are in place. Service Name Effective Duration of Service Level Date additional/changed service Application For the duration of the Regular Management and Agreement Support Service Description: Application Management and Support is a service that manages and maintains software applications throughout their lifecycle. This includes installation, maintenance and upgrades, troubleshooting, end- user support and basic usability assistance. The following is a list of software applications included in this Agreement as of the Effective Date. - Keystone 2023.06.02 8.0 9759 - Cityworks 15.4.1 - FMW v7.00.15 - Laserfiche 11.0.2103.223 - ArcGIS Pro 2.9 - FirePro 2.229 - Stone Orchard 4.10 - ActiveNET - Microsoft 0365 - OpenOffice 4.1.13 - Adobe Pro Enterprise - Adobe Pro XI - Adobe Creative Suite - Infobite 22.14.00 - Consign° - eScribe - EasyPay - BlueBeam Revu - Java 8.341 - Watchguard VPN - RealVNC Viewer 7.5.1 - Security Manager AV Defender 7.5.3.195 (Microage) - Shadow Protect SPX (Microage) - SQL 2012/2016/2019 - Postgres SQL 9.6.20 (FirePro2) - Windows Server 2012R2/2019 - Windows 10/11 - Automated Weather System (AWOS) Service Name Effective Duration of Service Level Date additional/changed service Council Meeting For the duration of the Regular Support Agreement Service Description: In person support for systems, staff and public as required for the effective running of council meetings. Service Name Effective Duration of Service Level Date additional/changed service Network Monitoring For the duration of the Regular Agreement Service Description: This service monitors the performance and availability of critical IT infrastructure and services allowing the ITS Department to proactively respond to service disruptions. Service Name Effective Duration of Service Level Date additional/changed service IT Security For the duration of the Regular Agreement Service Description: IT Security Services are defined as systems or processes which attempt to mitigate or prevent unauthorized access to computers, networks and/or data. This could be in the form of privacy and confidentiality policies, employee education and training or IT systems or services which attempt to limit the exposure to the unauthorized access, use, disclosure, disruption, modification, inspection, recording or destruction of information. - Watchguard Firewall (Microage) - Barracuda and Microsoft email filtering - https://wifi.microagebasics.com:8443/ (Wifi management) - Security Manager AV Defender (microage) - Backup and recovery through Microage Age. - Equipment recycling through Greentec (WMC Contract) - All data storage devices removed and retained @ MAC Service Name Effective Duration of Service Level Date additional/changed service IT Disaster Recovery For the duration of the Regular Plan Agreement Service Description: A disaster recovery plan is a documented process or set of procedures to recover and protect critical IT infrastructure in the event of a failure or a disaster. This is not to be confused with a Business Continuity Plan or a Continuity of Operations Plan. This service is required for the effective management of critical IT infrastructure and services. Service Name Effective Duration of Service Level Date additional/changed service Server virtualization For the duration of the Regular Agreement Service Description: Server virtualization enables more efficient use of IT resources by consolidating the number of physical servers within an organization. It allows physical resources to be better utilized by sharing such resources across multiple virtual server instances based on the performance requirements of each virtual server. Service Name Effective Duration of Service Level Date additional/changed service User Account For the duration of the Regular Management Agreement Service Description: Add / Modify/ Disable / Remove User Accounts across various IT systems to ensure appropriate access to IT systems and services is maintained. This service also ensures accounts are appropriately assigned to employees while ensuring that the necessary security controls are in place. - User Account Management for up to 125 AD accounts Service Name Effective Duration of Service Level Date additional/changed service Email Account For the duration of the Regular Management Agreement Service Description: Add /Assign / Modify/ Disable / Remove Email Accounts as required to support the email communication requirements of the Municipality. - Email Account Management for up to 202 accounts. Service Name Effective Duration of Service Level Date additional/changed service File Server/ Storage For the duration of the Regular Management Agreement Service Description: File Server/Storage Management is the process of maintaining or increasing the performance of data storage resources and protecting the integrity of data which is stored on the Municipality's IT data storage infrastructure. This includes capacity planning, performance management, reliability of access to data and data backup. Service Name Effective Duration of Service Level Date additional/changed service Printer/Scanner/Plotter For the duration of the Regular Support Agreement Service Description: This service includes setup, installation and troubleshooting of the Municipality's printers, scanners or plotters. Where required, this service will also facilitate the coordination of third parties to ensure printers, scanners and plotters are functioning as expected. - Toshiba Printers (MACx4 WPx1 DCx1 KFDx1) are under service contract with Microage for toner/maintenance. - 30 Personal/Shared Printers/MFC - 20 Document/Handheld Scanning Devices - 3 Membership Card Printers @ DC - 2 Mobile Printers (Inspectors) Service Name Effective Duration of Service Level Date additional/changed service Desktop Support For the duration of the Regular Agreement Service Description: This service is responsible for the setup, installation, maintenance, testing, troubleshooting and overall management of laptop and desktop computers within the Municipality. - Desktop Support for up to 105 computers. Service Name Effective Duration of Service Level Date additional/changed service Server Support For the duration of the Regular Agreement Service Description: This service is responsible for the setup, installation, maintenance, testing, troubleshooting and overall management of the Municipality's physical or virtual server infrastructure. - Server Support for 4 physical servers. - Server Support for 13 virtual servers. Service Name Effective Duration of Service Level Date additional/changed service Network Support For the duration of the Regular Agreement Service Description: This service is responsible for the setup, installation, maintenance, testing, troubleshooting and overall management of the Municipality's network infrastructure. - Network Support for 50 devices. Service Name Effective Duration of Service Level Date additional/changed service Voice over IP (VoIP) For the duration of the Regular Telephony Services Agreement Service Description: This service is responsible for the development, application and deployment of network-based telecommunication services for the purpose of transmitting voice, video, fax or data. VoIP replaces traditional analog phone systems with digital technologies that leverage existing network infrastructure. - Voice over IP (VoIP) Telephony Services for 81 phone systems Service Name Effective Duration of Service Level Date additional/changed service Mobile Device For the duration of the Regular Management/ Agreement Cellular Account Management Service Description: This service is responsible for the overall administration and management of mobile devices and cellular enabled mobile devices such as, tablets, smart phones and mobile internet devices (rocket hubs, cellular enabled Wi-Fi routers). - Mobile Device Management/ Cellular Account Management of up to 50 devices. Service Name Effective Duration of Service Level Date additional/changed service Remote Access For the duration of the Regular (VPN) Agreement Service Description: A remote access service is any combination of hardware or software to enable users to remotely access internal corporate network or server services in a secure manner. This service allows the ITS Department to enable and support the Municipality in providing its employees remote access to internal IT resources. Service Name Effective Duration of Service Level Date additional/changed service Electronic Records For the duration of the Regular Management Agreement Service Description: Electronic document management refers to the use of computer software or digital filing to store, categorize, share, and organize business information in an efficient manner Service Name Effective Duration of Service Level Date additional/changed service Security For the duration of the Regular Cameras Agreement Service Description: Systems dedicated to the monitoring of activity (continuous or on event) through the use of video cameras and recording devices. Service Name Effective Duration of Service Level Date additional/changed service IT Policy For the duration of the Regular Development Agreement Service Description: Creating and implementing policies that govern the use of information technology within an organization. IT policies are a set of guidelines that define how employees should use technology resources, including computers, software, and networks. These policies help organizations ensure that their IT resources are used in a secure, efficient, and effective manner. Service Name Effective Duration of Service Level Date additional/changed service Report Writing For the duration of the Regular Agreement Service Description: Quarterly and ad-hoc support provided to the Director of Corporate Services for council reporting requirements Service Name Effective Duration of Service Level Date additional/changed service After-Hours IT For the duration of the Regular Emergency Support Agreement Service Description: This is a service that provides the Municipality access to IT support outside of regular office hours for IT related emergencies. IT Emergencies are defined as, any IT related failure or disruption to network, services or servers that causes a significant impact on the workflow of its users. SCHEDULE "B" OPTIONS MENU This is a list of Services that can be added to the Service Agreement using the Change Order process in section 6 of the Agreement. This list is not meant to be all inclusive of every service the ITS Department can provide. If a service is not listed below, please contact the Director of ITS. This list does not contain a specific description for each Service as it is meant to promote conversation as the requirements and expectations may vary depending on the Municipality. A description will be developed to outline the requirements and expectations of the service. • Cloud Migrations • Application Modernization • Content Management • Application Development • Analytics and Data Management • Technology Training • Intrusion Detection / Prevention • Security Assessments and Audits • Network Design • AODA Compliance Audit and Reporting • Information Architecture • Intranet Services • General Consulting • IT Strategic Planning SCHEDULE "C" CHANGE ORDER Pursuant to section 6 of the Information Technology Services Agreement (hereinafter, the "Agreement") entered into and duly executed by the Parties on the Parties hereby agree to the following Change Order: 1. Schedule "A"of the Agreement is hereby amended to add the following IT services: a. b. c. 2. The provision of the IT services identified in section 1(a) [...etc.] shall commence on and continue for the remainder of the Term of the Agreement or until 3. In addition to the Base Cost set out in section 10(a) of the Agreement, the Municipality shall pay to the County for the provision of the services identified in section 1(a) [...etc.]. The aforementioned sum shall be added to the Municipality's December 31, , invoice, in accordance with section 10(c) of the Agreement. THE CORPORATION OF THE THE CORPORATION OF THE MUNICIPALITY COUNTY OF BRUCE OF KINCARDINE , Chief Administrative Officer , Director of ITS I have delegated authority to bind the I have delegated authority to bind the Corporation Corporation SCHEDULE "D" REGULAR SERVICE LEVEL GUIDELINES Support Hours ITS support staff will be available for Service Desk and Emergency inquiries during the following hours: Classification Hours of Service Normal Hours Monday through Friday, 8:30 AM to 4:30 PM EST, not including statutory holidays All incidents outside of the above normal hours fall into the Afterhours (Emergency) afterhours (emergency) category. The availability of afterhours ITS services are outlined in the Bruce County ITS Emergency Support Guidelines Priority Definitions Priority guidelines and examples for each priority level. Priority 1 — Urgent • Critical system failure: A mission-critical application or system is down, causing severe business impact. • Security breach: A significant security incident or data breach has occurred, requiring immediate investigation and remediation. • Network outage: Complete loss of network connectivity affecting a large number of users or critical business operations. • Server hardware failure: Failure of a crucial server impacting multiple services or applications. • Major service disruption: A widespread service disruption affecting a significant number of users or critical business functions. Priority 2— High • Service degradation: A service is experiencing significant performance issues that affect a subset of users or business operations. • Application error: An important application is encountering recurring errors, impacting multiple users productivity. • Data corruption: Data integrity issues that may impact critical business processes or decision-making. • User access issues: Inability for multiple users or groups to access essential systems or resources. Priority 3 — Medium • Minor system error: Non-critical errors or malfunctions in systems or applications that do not significantly affect business operations. • Software installation requests: Non-urgent requests for new software installations or upgrades. • User account management: Routine user account creations, modifications, or deletions. • Performance tuning: Optimizing the performance of a specific application or system to improve efficiency. • Non-critical system alerts: Notifications or warnings from monitoring systems indicating potential issues that can be addressed at a later time. Priority 4— Low • General information requests: Non-urgent inquiries or requests for information that do not impact immediate business operations. • Routine equipment or peripheral requests: Ordering or replacement of non-essential IT equipment or peripherals. • Non-essential system enhancements: Requests for new features or functionalities that are not critical to business operations. • General training requests: Non-urgent training or knowledge transfer requests. • Low-priority software bug fixes: Minor software issues that have minimal impact on operations or user experience. Response Times Response Times by Priority: Initial Response Resolution Time and Reporting Priority Contact Response Resolution Person Time Time Reporting Normal Service 15 Minutes 4 Hours 10 Manager and ITS Hours Desk Director After On-Call Staff 1 Hour 4 Hours 10am next day Hours 1 —Urgent 10 Manager and ITS Director Update ticket in IT Service Management System Normal Service 45 minutes 7 business IO Manager Hours Desk hours After On-Call Staff 1 Hour 4 Hours 1pm next business Hours day 2— High 10 Manager and ITS Director Update ticket in IT Service Management System Normal Service 3 business 14 business Update ticket in IT Hours Desk hours hours Service Management 3—Medium System After N/A N/A N/A N/A Hours Normal Service 3.5 business 21 business Update ticket in IT Hours Desk hours hours Service Management 4—Low System After N/A N/A N/A N/A Hours