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HomeMy WebLinkAbout99 154 Agree - OCWA Wastewater · .>¡ø-<"' ."" THE CORPORATION OF THE TOWNSHIP OF KINCARDINE-BRUCE-TIVERlDN BY-LAW NO. 1999 -154 A BYLAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT BETWEEN THE CORPORATION OF THE TOWNSHIP OF KINCARDINE-BRUCE-TIVERTON AND ONTARIO CLEAN WATER AGENCY FOR THE PROVISION OF MANAGEMENT, OPERATION AND MAINTENANCE OF A WASTEWATER DISPOSAL SYSTEM IN THE FORMER VILLAGE OF TIVERTON WHEREAS the Council for The Corporation of the Township of Kincardine-Bruce- Tiverton deems it advisable to extend the existing Agreement with Ontario Clean Water Agency (OCWA) for a period of one calendar year effective January 1, 2000 for the provision of management, operation and maintenance of a wastewater disposal system in the former village of Tiverton. NOW THEREFORE the Council for The Corporation of the Township of Kincardine- Bruce- Tiverton ENACTS as follows: 1. That The Corporation of the Township of Kincardine-Bruce-Tiverton extend the existing agreement with Ontario Clean Water Agency for a period of one calendar year effective January 1, 2000 for the provision of management, operation and maintenance of a wastewater disposal system in the former Village of Tiverton. 2. That the Mayor and Clerk be authorized to sign, on behalf of The Corporation of the Township of Kincardine-Bruce-Tiverton the Agreement with Ontario Clean Water Agency attached to this by-law and to affix the corporate seal as and when required. 3. This By-law shall come into full force and effect upon its final passage. 4. This By-law may be cited as the "Ontario Clean Water Agency Tiverton Wastewater Disposal System, Agreement By-law". READ a FIRST, SECOND, and THIRD time and DEEMED TO BE PASSED this 8th day of December, 1999. ~~~ ..... M - \ ¡ December 3, 1999 I ~~ SERVlCESAGREENrENT THIS AGREEMENT effective as of the 1st day ofJanuary, 2000, . BETWEEN: ONTARIO CLEAN WATERAGENCY/AGENCE ONTARlENNE DES EAUX. a corporation established under the Capital Investment Plan Act. 1993. chapter 23, Statutes of Ontario (referred in this Agreement as "OCW A") AND THE CORPORATION OF THE TOWNSHIP OF KINCARDINE-BRUCE- TIVERTON (referred in this Agreement as the "Client") BACKGROUND TO THIS AGREEMENT: (a) The Ontario Clean Water Agency entered into an agreement effective as ofJanuary 1, 1997, (the "Existing Agreement") with the predecessor to the Client concerning the management, operation and maintenance of a wastewater disposal system in the former Village of Tiverton (as further described in Schedule A to this Agreement) (the "Facility"). . (b) The Client and OCW A desire to enter into this Agreement for the purpose of further clarifying and delineating their respective rights and obligations with respect to the operation, payment and billing arrangements of and for the Facility. I (c) The Council of the Client on the..ß.tlL day of December , 199 ~ passed By-Law No. 1999-154 authorizing the Client to enter into this Agreement. NOW THEREFORE in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration the receipt and sufficiency of which is hereby irrevocably acknowledged, the Client and OCW A agree as follows: ARTICLE 1 - INDEX TO DEFINITIONS . Section 1.1 - Definitions In this Agreement, the following terms are defined below or in the section in which they first appear: "Actual Charges" is defined in Section 4.4 of this Agreement. "Agreement" means this agreement together with Schedules A, B and C attached hereto and all amendments made hereto by written agreement between OCW A and the Client. Tiverton Wastewater t i . . . '·'-·¡'t'~r~i:,:",·-.,e ':¡'I';.=,:'" . . December 3, 1999 "Authorizations" means each of the sewer use and water by-laws, licences, certificates of approval, permits, consents and other authorizations required under any law, regulation, by-law or government policy in order to operate the Facility from time to time. "Authorized Representative" means each individual designated by either the Client or OCW A pursuant to Section 2.5 to be authorized to represent it for the purposes of this Agreement. "Business Day" means a day other than a Saturday, Sunday or statutory holiday in Ontario. "Capital Expenditures It means the charges for all capital items in relation to the Facility, including new or replacement equipment, any overhaul or rebuild of equipment, any non-routine repair; maintenance (excluding day-to-day maintenance); any alterations and any associated installation, commissioning and preselection costs, together with OCW A's service fee for managing the project. "Claim" means any claim, fine, penalty, liability, damages, loss and judgement, (including but not limited to, costs and expenses incidental thereto) of any kind or nature whatsoever. "Current Term" is defined in Paragraph 4.6(b) of this Agreement. "Estimate" is defined in Section 4.2 of this Agreement. "Excluded Services" is defined in Section 2.3 of this Agreement. "Existing Agreements" is defined in the Background to this Agreement. "Facility" means the wastewater disposal system as defined in the Background to this Agreement and further described in Schedule A to this Agreement. "Indemnified Parties" is defined in Paragraph 3.3(a) of this Agreement. "Initial Term" is defined in Section 4.1 of this Agreement. "Management Fee" is defined in Paragraph 4.6(a) of this Agreement. "Non-Terminating Party" is defined in Section 6.5 of this Agreement. "Services" is defined in Section 2.1 and further described in Schedule B to this Agreement. "Terminating Party" is defined in Section 6.5 of this Agreement. "Uncontrollable Circumstance" is defined in Paragraph 2.2(c) of this Agreement. "Unexpected Expenses" is defined in Section 4.7 of this Agreement. Tiverton Wastewater . ! December 3, 1999 ARTICLE 2 - RESPONSmILITIES OF OCWA Section 2.1 - Retention of OCW A . The Client retains OCW A to provide management, operation, administration and maintenance services (as further described in Schedule "B" to this Agreement) in respect of the Facility (the "Services"). . . Section 2.2 - Performance of Services (a) OCW A shall operate the Facility in compliance with all applicable laws, regulations and Authorizations except as described in Paragraphs 2.2(b) and (c) below and in any of the following circumstances: (i) the Client not making the Capital Expenditures recommended by OCW A in the Estimate as described under Section 4.2 below; (ii) mechanical failure of any equipment at the Facility unless the mechanical failure is due to improper or inadequate maintenance by OCW A, (ill) the wastewater transmitted to the Facility for treatment does not meet the requirements of the Client's sewer use by-law; (iv) the wastewater transmitted to the Facility for treatment contains contaminants or other substances which cannot be treated or removed by the Facility's processes; (v) the quantity of wastewater transmitted to the Facility exceeds the Facility's design capacity. b) OCW A may temporarily cease to provide or reduce, the level of provision of Services hereunder in the event of an emergency, a breakdown or any other reason beyond the reasonable control of OCW A, provided, however, that OCW A shal~ when practicable, endeavour to give the Client reasonable advance notice of each such occurrence. c) Notwithstanding any other provision of this Agreement, delay in the performance of, or a failure to perform any term of this Agreement by OCW A, shall not constitute default under this Agreement or give rise to any claim for damages suffered by the Client if and to the extent caused by occurrences or circumstances beyond the control of OCW A, including but not limited to, decrees of government, acts of God (including but not limited to hurricanes, tornadoes, floods and other weather disturbances), sabotage, strikes, lockouts and other industrial disturbances, insurrections, war, civil disturbances, riots, explosions, fire and acts of third parties (any such occurrence or circumstance is referred to as an "Uncontrollable Circumstance"). Section 2.3 - Excluded Services For greater certainty, the services set out in Schedule C to this Agreement are specifically excluded from the Services (the "Excluded Services"). lfthe Client subsequently requires Tiverton Wastewater -- . . . . ., December 3, 1999 OCW A to provide the Excluded Services, the Excluded Services may be provided at additional cost to the Client. Section 2.4 - OCW A as Independent Contractor In performing the Services, OCW A shall be acting as an independent contractor and only to the extent and for the specific purposes expressly set forth herein. Neither OCW A nor its employees, agents or subcontractors shall be subject to the direction and control of the Client, except as expressly provided in this Agreement. Section 2.5 - Authorized Representatives Each of OCW A and the Client shall be entitled to designate in writing to the other one or more individuals who shall be authorized to represent it in connection with the day-to-day administration of the provisions of this Agreement (the "Authorized Representatives"). Eacl1 of the parties shall be entitled to rely on the acts and approvals given by the other party's Authorized Representative until such time as it receives a written notification of change in the other party's Authorized Representative. Section 2.6 - Reportin¡: OCW A shall provide the following reports to the Client: (a) a facility performance report, within thirty Business Days of the completion of each calendar quarter or such other period as the Client and OCW A may agree upon. (b) a summarized financial report on a quarterly basis indicating expenditures to date and funds remaining; and (c) an anmlaJ report summarizing relevant activities and maintenance operations, actual expenditures, laboratory analyses, treatment results, water quality, sludge utilìzation and safety activities and any special studies. Section 2.7 - Indemnification of the Client OCW A shall exonerate, indelIlIlilY and hold harmless the Client, its officers, employees and agents from and against any and all Claims which may be suffered or incurred by, accrue against or be charged to or recoverable from the Client that are caused by OCW A's negligence or wilful misconduct when performing the Services. The Client shall be deemed to hold the provisions of this Section 2.7 that are for the benefit of the Client's officers, employees and agents in trust for such officers, employees and agents as third party beneficiaries under this Agreement. Section 2.8 - Insurance (a) OCWA shall arrange for insurance coverage of the Facility as described in Schedule D to this Agreement and the Client shall be an additional insured under such coverage. If there is a Tiverton Wastewater . . . .! December 3, 1999 significant change in the insurance coverage described in Schedule D, the Client will be notified of such change. (b) The Client may, at its cost, maintain additional insurance in respect of the Facility if it wishes and OCW A shall be an additional insured under such insurance. ( c) The Client shall be responsible for securing its own insurance for any operations with which it is involved that are not the subject of this Agreement as it will have no recourse under OCW A's policies of insurance for any such operations. ARTICLE 3 - RESPONSffiILITIES OF THE CLIENT Section 3.1 - Reoresentations and Warranties ofthe Oient The Client represents and warrants to OCW A that: (a) The Client has the full power and authority to enter into and perform its obligations under this Agreement, including but not limited to, the power and the authority to pay the Estimate, the Actual Charges, the Management Fee (as hereinafter defined) and any other costs that OCW A may incur in performing the Services, when due and payable under this Agreement. (b) The Client has passed all necessary by-laws and obtained all necessary Authorizations to enable it to enter into and perform its obligations under this Agreement and to operate the Facility, including without limitation, any Authorizations required from the Ontario Municipal Board, and each of the Authorizations are in good standing. ( c) The Client has provided OCW A with a true copy of each of the Authorizations referred to in paragraph 3 .1 (b) above, prior to the date of execution of this Agreement, including a certified copy of each municipal by-law and other approval required to authorize the Client to enter into and perform its obligations under this Agreement. Section 3.2 - Covenants of the Client The Client hereby covenants for the benefit of OCW A: (a) The Client agrees to promptly provide OCW A with any information relating to the Facility which could have a bearing on the provision of Services by OCW A. (b) The Client shall repair, maintain and keep in a good working state in accordance with good engineering practice, all wastewater works that belong to or are under the control of the Client and that collect and transmit wastewater to the Facility. ( c) The Client shall take reasonable steps to ensure that wastewater transmitted to the Facility complies with the Client's sewer use by-law presently in force. Tiverton Wastewater · · · ,~ ! December 3,1999 Section 3.3 - Indemnification of OCW A (a) Subject to Paragraph 3.3(c) below, the Client shall exonerate, indemnifY and hold harmless OCW A, its directors, officers, employees and agents and Her Majesty the Queen in Right of Ontario, as represented by the Minister of the Environment and all officers, employees and agents of the Ministry of the Environment (collectively referred to as the "Indemnified Parties") from and against any and all Claims which may be suffered or incurred by, accrue against, or be charged to or recoverable from any one or more of the Indemnified Parties that, in any way, either arise from or are connected with the operation ofthis Agreement. (b) OCW A shall be deemed to hold the provision of this Section 3 that are for the benefit of OCW A's directors, officers, employees and agents and the other Indemnified Parties as defined above, in trust for all such Indemnified Parties as third party beneficiaries under this Agreement. (c) Notwithstanding the other provisions of this Section 3, the Client shall not be liable in respect of any Claim: (i) to the extent that such Claim is covered by a policy of insurance put in place by OCW A and/or the Ministry of the Environment, the premiums of which were paid for by the Client; or (ii) where the Claim arose solely as the result of OCW A's negligence or wilful misconduct in providing the Services. ARTICLE 4 - TERM. PAYMENT FOR SERVlCES AND OTHER CHARGES Section 4.1 - Initial Term of Ae:reement This Agreement shall begin on January 1, 2000, and shall continue in effect for an initial term of one year (the "Initial Term") and then shall be renewed for successive three year terms unless terminated under Section 6.2 of this Agreement. Section 4.2 - Estimate No later than September 30th of each year of the Initial Term, OCWA shall prepare and submit to the Client, for its approval, an estimate of the charges associated with the provision of the Services for the following calendar year including a list of the Capital Expenditures required for the operation of the Facility for the following year. The Client will inform OCW A no later than December 1st whether the estimate is approved (the approved estimate is referred to as the "Estimate"). The Estimate, once approved by the Client, shall be OCW A's authorization to incur the expenditures in the Estimate. The Estimate for the first year of the Initial Term is $18,724. Section 4.3 - Payment of the Estimate The Client shall pay OCW A the Estimate for the Initial Term, in twelve monthly payments, in advance on the first day of each month. Each monthly payment shall be SI,560.33. Tiverton Wastewater ., December 3, 1999 The first payment shall be due and payable on January 1, 2000. Payment shall be made by the Client by pre-authorized debit from an account designated by the Client. · Section 4.4 - Reconciliation of the Estimate and Actual Char¡:es At the end of each calendar year, OCW A will determine the actual charges for providing the Services to the Client for that year (the "Actual Charges"). If the Estimate paid by the Client for the year exceeds the Actual Charges, OCW A will pay the Client the difference within thirty days of OCW A making the determination. If the Actual Charges exceed the Estimate paid by the Client, the Client shall pay OCW A the difference within thirty days of OCW A notifying the Client in writing of the determination. Section 4.5 - Other Charves The Estimate, as reconciled with the Actual Charges, includes all charges associated with providing the Services, except for the following: (a) OCWA's Management Fee (as described in Section 4.6 below); and (b) Unexpected Expenses (as described in Section 4.7 below). · Section 4.6 - Management Fee (a) In addition to payment of the Estimate, as reconciled with the Actual Charges, the Client shall also pay OCWA a fixed annual management fee of$3,lOO.OO (the "Management Fee") for every year of the Initial Term. The Management Fee shall be paid by the Client in twelve equal montWy instalments at the same time and in the same manner as the Estimate. (b) The Management Fee in any renewal term shall be as agreed by the Client and OCW A. If the Client and OCW A cannot reach an agreement on the Management Fee for any renewal term within six months of the beginning of the last year of the current term (whether the Initial Term or a renewal term) (the "Current Term"), this Agreement will be terminated six months from the last day of the Current Term. During this six month period, the Client will pay the Management Fee paid for the last year of the Current Term, as indicated above, pro-rated over the six month period. (c) The Management Fee includes all additional charges prescribed by Regulation 157/93 under the Ontario Water Resources Act. · Section 4.7 - UDupected EXDenses (a) "Unexpected Expenses" means unanticipated expenditures that OCW A incurs in order to address equipment failure, acts of third parties, or other circumstances beyond OCWA's reasonable control (such as unregulated septic dumping, illegal industrial waste discharges and overflows), an emergency situation or any situation resulting from an Uncontrollable Circumstance. Tiverton Wastewater · · · !'!, December 3, 1999 (b) In the event that OCW A is required to incur Unexpected Expenses, the prior approval of the Client with respect to those Unexpected Expenses will be required only if time permits. Within ten days of incurring the Unexpected Expenses OCW A will provide the Client with a report detailing the reasons the Unexpected Expenses were incurred and the Client shall pay OCW A for the Unexpected Expenses iromediately upon receipt of an invoice from OCW A. Section 4.8 - Interest on Late Pavments (a) "Prime Rate" means the rate of interest expressed as an annual percentage rate announced from time to time by the Royal Bank as its reference rate then in effect for determining interest rates on commercial demand loans in Canadian dollars made in Canada whether or not any such loans are made by such bank on the day of determination. (b) If the Client's monthly payment of the Estimate is not available in its designated bank account on the agreed to date of payment, OCW A will notify the Client that the funds were not available. On the next Business Day, OCW A will again attempt to withdraw the monthly payment. If funds are not available when the second attempt to withdraw funds is made, OCW A will notify the Client that the payment is late, and in addition to paying the monthly payment owing to OCW A, the Client shall pay OCW A interest at the Prime Rate plus 3%. Interest shall accrue on a daily basis from the day after the second attempt to withdraw funds is made. (c) All late payments, other than those described in Paragraph 4.8(b) above, shall bear interest at the Prime Rate plus 3%. Interest shall accrue on a daily basis from the date after payment is due. Section 4.9 - Partial Pavment of Disputed Invoices If the Client disputes any portion of an invoice, the Client shall nonetheless pay to OCW A the undisputed portion of the invoice by the due date. If any additional amount is finally determined to be payable to OCW A, the Client shall pay OCW A the additional amount, plus interest as provided above in Paragraph 4. 8( c) above, within ten days from the date of final determination. ARTICLE 5 - DISPUTE RESOLUTION Section 5.1 - Arbitration (a) If a dispute arises between the Client and OCW A which cannot be resolved within a reasonable time, the issue shall be determined by a sole arbitrator appointed by mutual agreement between the Client and OCW A. Failing agreement, the issue shall be determined by a panel of three arbitrators: one arbitrator shall be appointed by the Client and a second arbitrator shall be appointed by OCW A. These two arbitrators shall appoint a third, who shall chair the arbitration. The determination of the sole arbitrator or the Tiverton Wastewater December 3, 1999 " arbitration panel, as applicable, shall be final and binding upon OCW A and the Client and there shall be no appeal from the determination. · (b) The arbitration shall be governed by the provisions of the Arbitrations Act. ARTICLE 6 - EXISTING AGREEMENTS AND TERMINATION Section 6.1 - Existinl! Agreements (a) Any Existing Agreement between the Client and OCW A shall remain in effect, except to the extent it is inconsistent with this Agreement. (b) Notwithstanding any other provision of this Agreement, all financial obligations of the Client to OCW A or predecessors of OCW A under any Existing Agreement, including but not limited to the obligation of the Client to pay OCW A any outstanding debt owed in respect of the Facility, shall remain in effect until such time (if applicable) that new financing arrangements have been entered into between the Client and OCW A. Section 6.2 - Termination of Al!I'eement · (a) At least twelve calendar months before the expiry of the Initial Term, the Client shall notifY OCW A in writing whether it wishes to renew or terminate this Agreement at the end of the Initial Term. (b) During the Initial Term, this Agreement cannot be terminated by either the Client or OCW A unless: (i) there has been a material breach of the Agreement; and (ü) the party complaining of the breach has given written notice of the breach to the other party; and (ill) the other party does not correct the breach within thirty days of receiving the notice; and (iv) after the thirty days referred to in paragraph (iìi) above has expired, the party complaining of the breach gives the other party six months written notice of termination. · If either party disputes the existence of a breach or that the breach is material, the dispute may be referred to arbitration under Section 5.1 of this Agreement. ( c) After the Initial Term of this Agreement, either the Client or OCW A may terminate this Agreement as follows: (i) in accordance with Paragraph 4.6(b) of this Agreement; Tiverton Wastewater · · · ., December 3, 1999 (ü) for any reason, upon twelve months prior written notice; or (ill) if there has been a material breach of the Agreement, in accordance with the procedure described in Paragraph 6.2(b) above. Section 6.3 - Final Settlement IfOCWA ceases to operate and maintain the Facility, there shall be a final settlement of all accounts with respect to the Actual Charge, the Management Fee and any other charges incurred by OCW A and amounts owing by the Client under this Agreement, no later than ninety (90) days after OCW A ceases to provide the Services. Section 6.4 - Early Termination If either party terminates this Agreement (referred to in this Section as the "Terminating Party"): (i) prior to the end of the Initial Term and the other party (the "Non-Terminating Party") has not committed a material breach which has not been corrected as described in Paragraph 6.2(b) above; or (ii) in any renewal term and the Terminating Party does not give notice to the Non-Terminating Party as required by Paragraph 6.2(c) above and there has not been a material breach by the Non-Terminating Party which has not been corrected as described in Paragraph 6.2(b); then the Terminating Party shall be responsible for all costs incurred by the Non-Terminating Party as a result of such termination. ARTICLE 7 - GENERAL Section 7.1- A2reement to Govern If there is any inconsistency between this Agreement and any Schedule to this Agreement, this Agreement shall govern. Section 7.2 - Headin2s The division of this Agreement into Articles, Sections and Paragraphs and the insertion of headings are for convenience of reference only and will not affect the construction or interpre- tation of this Agreement. Section 7.3 - Entire Agreement This Agreement constitutes the entire agreement between the Client and OCW A with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Client and OCW A with respect thereto except for the provisions of any Tiverton Wastewater · · · " December 3, 1999 Existing Agreements that remain in effect in accordance with Section 6.1 of this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement and in the provisions of the Existing Agreements which remain in effect in accordance with Section 6.1 of this Agreement. Section 7.4 - Amendments and Waivers No amendment to this Agreement will be valid or binding unless it is in writing and duly executed by both of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless it is in writing and signed by the party purporting to give such waiver and, unless otherwise provided, will be limited to the specific breach waived. Section 7.5 - Successors and Assi¥ns This Agreement shall enure to the benefit of and be binding upon, the parties hereto and their successors and assigns. Section 7.6 - Survival All representations, warranties and indemnities given by each of the parties, shall survive indefinitely the termination of this Agreement. Section 7.7 - Severability If any covenant, obligation or provision hereof or the application thereof to any person or circumstance shall, to any extent be invalid or unenforceable, the remaining provisions or the application of each provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall continue to be valid and enforceable. Section 7.8 - Notices Any notice, or other communication required or permitted to be given hereunder by either party to this Agreement shall be in writing and shall be delivered in person, transmitted by fax or sent by registered mai~ addressed as follows: (i) if to the Client: Township of Kincardine- Bruce- Tiverton 707 Queen St. Kincardine, Ontario N2Z lZ9 Telephone: Fax: Attention: (519) 396-3468 (519) 396-8288 Mgr. of Public Works Tiverlon Wastewater "'I",p:,-'<:~',;7 , · · · December 3,1999 (ii) if to OCWA: Ontario Clean Water Agency 1240 Wonderland Road South, London, Ontario N6L lA7 (519) 652-7027 (519) 652-7020 Vice President, Western/Central Area Telephone: Fax: Attention: (b) If delivered in person or transmitted by fax, any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day, on the next following Business Day). ( c) If mailed, any such notice or other communication shall be deemed to have been given and received on the third Business Day following the date of mailing; provide, however, that if at the time of mailing or within three Business Days afterwards a labour dispute or other event occurs, which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by fax as provided in this Section 7.8. (d) A party to this Agreement may change its address for the purpose of this Section by giving the other party notice of such change of address in the manner provided in this Section. Tiverton Wastewater · · · .' - 12 - December 3, 1999 (b) If delivered in person or transmitted by fax, any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day, on the next following Business Day). (c) If mailed, any such notice or other communication shall be deemed to have been given and received on the third Business Day following the date of mailing; provide, however, that if at the time of mailing or within three Business Days afterwards a labour dispute or other event occurs, which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by fax as provided in this Section 7.8. (d) A party to this Agreement may change its address for the purpose of this Section by giving the other party notice of such change of address in the manner provided in this S eclÌon. Section 7.9 - Counternarts This Agreement may be executed in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF the parties have duly executed this Agreement. ONTARIO CLEAN WATER AGEN~":~~::~:~">·.. .~~~~:...-< ---:~:-::~~..... ;;,-",': -- - -:'';' ::~: ;::- :-;.. --.,. .. --.. -". .... .-- '--.I ..-:::: ".'::;',-.. ~ -- -----oo - .-.;;::~ ¥'''--..~_..--...'\.~ "(f. ............J. \,,;,.. . .7... ...'; :."'._ ( d Sig B~d (Authorized Signatory) THE CORPORATION OF THE TOWNSHIP OF KINCARDINE-BRUCE- TIVERTON D~e N 9'1 Date of Signing By: _~~¡2._ /þ (Auth~~~r) ,-.:-...-. --::."- :- r:> - '~ ~ By_ 1'i.~\II.û~~.... (AIl~.zed Si~~er) ~-~~~-ç: -:.,~,~~'.}; --:..:.. --'-- ~// .;-". Tiverton Water f)>>r2{qq Date of Signing · · · '-'.I " December 3,1999 SCHEDULE A The Facilitv Part 1. Description ofthe Facility For the purposes of this agreement, the Facility is comprised of the following: A sanitary wastewater collection system and two pumping stations with associated forcemains. Part 2. Legal Description of the Lands on which the Facility is Situated The location of the Treatment Facility is as follows: Pumping station #1 - Block A, Plan 44, west of Maple Street, Village ofTiverton Pumping station #2 - Lot 36, R P. #196, west of King Street, Village of Tiverton Tiverton Wastewater , · · · ", December 3, 1999 SCHEDULE B The Services For the purposes of this Agreement, the following services shall constitute the services to be provided by OCWA and are collectively referred to herein as "the Services": 1. Operatin~ Duties OCW A will perform regularly scheduled inspections and carry out associated operational duties at the Facility, including all related equipment, buildings and property to ensure that the Facility is operating effectively. Specifically, OCWA will: Wastewater CoUection yearly, remove maintenance hole covers and inspect for flow through, debris accumulation, structural stability of walls and rungs, infiltration and proper benching; flush maintenance holes and sewers once per year with hydrant water and remove sand and debris; routinely monitor wastewater collection system for infiltration, illegal connections and illegal discharge of contAminHnts to system; and sample raw wastewater routinely 2. Dav-to-Dav Maintenance OCW A will provide day-to-day maintenance of the Facility in accordance with industry standards and equipment manufacturer's instructions. Specifically, OCW A will: carry out a routine lubrication program including greasing and oiling as specified in the lubrication schedule; perform maintenance duties to equipment by following the preventive measures procedures; by checking machinery and electrical equipment when required and overhauling of equipment; maintain an inventory on all equipment and tools; and ensure the security of the project by locking doors and gates; 3. Caoital Imorovements OCW A will record information on the frequency of equipment breakdown and repair costs to determine replacement needs. Parts of the Facìlìty requiring upgrading or improvement will be identified and brought to the attention of the Client in accordance with section 4.2 of this Agreement. 4. Ootimization and Compliance of Ooeration Tiverton Wastewater · · · " December 3, 1999 OCW A will regularly analyze, investigate and implement measures to improve the effectiveness and efficiency of the Facility. The operator is responsible for ensuring an efficient operation of the process and keeping records on a daily basis by: Wastewater CoUection recording and analyzing wastewater flow, electricity used; calculating, recording, and analyzing flows and monthly flows, pumping station running hours; on a routine basis, completing the daily operating forms for statistics for computer input and output forms and correcting the results of the output forms to ensure a proper monitoring of plant flows and process; collecting samples for chemical and bacteriological analyses and ensuring that they are shipped to the proper labs; ensuring that the daily operations comply with and fulfill the requirements of the Certificate of Approval and other legal documents; inspecting wastewater collection system for sources of infiltration or illegal discharge of contaminants and working with client to resolve. 5. Re~ulatorv Matters OCW A will handle day-to-day regulatory requirements and contacts with regulatory authorities in respect of operating issues concerning the Facility. OCW A will review any inspection reports prepared by regulatory authorities that are provided to OCW A. Subject to any approvals of the Municipality required by section 4.2 of this Agreement, OCW A will either correct deficiencies identified in such inspection reports or negotiate changes to the reports with the regulatory authorities. 6. Staffing OCW A will staff the Facility with certified operators and other trained staff as required by regulation under the Ontario Water Resources Act. All OCW A staff at the Facility will be trained for the normal process operation and maintenance of the Facility and will also received training on how to deal with emergency situations should they arise. Staff will continue to receive training on an ongoing basis. OCW A staff will be available to provide 24 hour coverage at the Facility in the event of illness or emergencies. 7. Ememencv Situations and Safety OCW A will ensure that the Facility has a contingency plan in place to deal with non-routine operational situations and emergency situations such as spills, by-passes, overflows, hydro interruptions and equipment failure. Tiverton Wastewater · · · '. December 3, 1999 SCHEDULE C The following services will not be provided by OCW A and are considered to be "Excluded Services" for the purposes of this Agreement: . installation of new sewer services; . cost for non-routine sampling and lab analysis; Tiverton Wastewater , · · · ", December 3, 1999 SCHEDULE D INSURANCE A Sllmmary of the insurance coverage that OCW A will arrange for in respect of the Facility is described below: ProDerty Insurance Perils: "All Risks" including earthquake and flood. Subject to policy exclusions. Limits: - $2,398,500,000 combined limit anyone loss, casualty, or disaster - $2,398,500,000 annual aggregate of flood claims - $2,398,500,000 annual aggregate of earthquake claims - Replacement Value (Subject to Annual Reports) - $25,000,000 for extra expenses above and beyond regular costs associated with rllnning the operation - Extra expenses associated with shutting down the business for up to six weeks on interruption by Civil Authority Deductibles: All Perils - $2,500 except earthquake and flood Earthquake - the greater of$IOO,OOO or 3%; Flood - $25,000 Property Insured: All reported properties including buildings and equipment situated within 1,000 feet of the premises. Includes pumping stations, excludes underground sewer and water system. Boiler and Machinerv Insurance Coverage: Insures against loss or damage arising from an accident to scheduled object in use or connected ready for use: Objects: Boilers, Pressure Vessels (Excess of 15PSI) Piping. Accident: Sudden and accidental breakdown of an object which causes it physical damage, requiring its repair or replacement. Subject to policy exclusions. Limit: $10,000,000 per loss. Deductible: $1,000. Tiverton Wastewater - .~ " '" ...' _C - "-----="'- . .--'- ----~~._'~~ 7' .- -,' . December 3, 1999 -2- . Automobile Insurance Coverage: Automobile Liability. Limit: $2,000,000 Accident Benefits per Ontario Statutes. Coverage: Collision Deductible: $250 Coverage: Comprehensive Deductible: $100 Comorebensive General Liability Insurance Coverage: Third party liability including legal fees, for property damage and/or bodily injury as caused by negligence arising out of all operations of the insured. . Limit: $10,000,000 per occurrence. Deductible: $2,500 Pollution Liability Insurance Coverage: Pollution legallìability covering third party property damage and bodily injury and clean up costs for pollution conditions emanating from the Facilities, with a coverage limit of $2,000,000.00 per claim or occurrence and aggregate. Coverage provides for on-site clean up of the Facilities. Tiverton Wastewater Limit: $2,000,000 per loss on a Claims Made basis with automatic, extended reporting periods. $2,000,000 aggregate. . Deductible: $50,000.