HomeMy WebLinkAbout12 074 Local Authority Services Limited Agreement (2012) By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
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NO. 2012 - 074
BEING A BY -LAW TO ENTER INTO AN AGREEMENT WITH LOCAL
AUTHORITY SERVICES FOR THE ENERGY PLANNING TOOL
AND 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 to meet the requirements of the Energy Conservation and
Demand Management Plans (Reg. 397/11) under the Green Energy Act, it has
been determined that there is a need to enter into an agreement with the Local
Authority Services for the Energy Planning Tool;
NOW THEREFORE the Council of The Corporation of the Municipality of
Kincardine ENACTS as follows:
1. That The Corporation of the Municipality of Kincardine enter into an
agreement with the Local Authority Services for the Energy Planning Tool,
in accordance with the terms and conditions outlined in the agreement
attached hereto as Schedule 'A' and forming part of this by -law.
• 2. That the Mayor and Chief Administrative Officer be authorized and
directed to execute, on behalf of the Council of The Corporation of the
Municipality of Kincardine, the agreement with the Local Authority
Services, attached hereto as Schedule 'A'.
3. This by -law shall come into full force and effect upon its final passage.
4. This by -law may be cited as the "Local Authority Services Limited
Agreement (2012) By -law ".
READ a FIRST and SECOND TIME this 20 day of June, 2012.
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READ ao IRD T and INALLY PASSED this 20 day of June, 2012. _
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ENERGY PLANNING TOOL SERVICES AGREEMENT
This Agreement made this 20th day of June, 2012.
This is Schedule " F? " to By -Law
BETWEEN No.ataliel passed the ar d
of Surge 20t2-
The Corporation of THE MUNICIPALITY OF KINCARDINE
(the "Municipality")
-and-
Local Authority Services Limited
( "LAS ")
(each a "Party" and together the "Parties ")
RECITALS
WHEREAS Local Authority Services Limited is in the business of providing an online energy
planning tool (EPT) to all interested Ontario municipalities;
AND WHEREAS the municipality would like to utilize the EPT service provided by LAS for the
purposes of developing a municipal energy plan;
NOW THEREFORE in consideration of the mutual covenants and agreements contained herein, the
Parties agree as follows:
Interpretation
1. The Schedule(s) and Appendices set out below are attached to and form part of this Agreement:
- Schedule 1 — Fee Schedule
Obligations
2. Following are the mutual obligations for both the Municipality and LAS related to the available
service option of the EPT.
• Liaise with LAS to start a subscription to the EPT and grant relevant
users access
Municipality • Ongoing entry of all appropriate data and relevant documentation into
the EPT
• Abide by file format and size restrictions
• Plan and report generation
• Hosting the EPT software
• Maintenance and upgrades related to the EPT software
LAS • Support including Users Guide and Help Desk for EPT users
• Communications to users related to software
• Required updates
Fees
3. The municipality agrees to pay LAS fees based on the fees outlined in Schedule 1 to this
Agreement.
4. The fees include all costs related to hosting, managing and administering the EPT on behalf of
the Municipality, including the costs of software maintenance and updates, and the cost of any
third parties engaged by LAS to assist in providing services under this Agreement.
5. In addition to the Fees, the municipality shall pay to LAS any applicable taxes, sales taxes or
any other taxes (excluding income taxes or taxes based on net income) properly exigible on the
supply of the Services provided herein.
6. LAS, in its sole discretion, can increase the fees for the EPT service options. LAS will provide
all users with (120) days notice of any fee changes.
Term
7. The term of this Agreement shall commence on the date of execution and shall remain in effect
for an initial period of one (1) year and thereafter shall automatically renew from year to year
unless and until teiuiinated by either Party upon ninety (90) days prior written notice.
8. The obligation to make payment under Schedule 1, and the liability and indemnification
provisions shall survive the termination of this Agreement.
9. Upon written notice of termination, all data received prior to the termination date shall be
processed pursuant to this Agreement, and all related Fees shall be paid as set out herein.
Invoicing
10. LAS shall provide to the municipality, an invoice setting forth the Fees and taxes due by the
municipality to LAS within thirty (30) days of returning this agreement.
11. Within thirty (30) days after receipt of the invoice from LAS, the municipality shall pay the
Fees and taxes due to LAS.
12. If the municipality fails to pay any amounts payable hereunder when due, such unpaid amounts
shall bear interest from the due date thereof to the date of payment at the prime rate plus two
percent (2 %)
Termination
13. Upon written notice of termination, and after all fees are paid, LAS will provide the
municipality with an electronic file containing all of the Municipality's data that has been
entered into the EPT.
Standard of Service
14. LAS shall perform all Services using suitably qualified and experienced personnel in a
professional, diligent and timely manner and in the best interests of the municipality.
15. The municipality acknowledges that certain actions must be taken, and certain documents and
other relevant information must be provided by the municipality in order for LAS to perform the
Services. The municipality is solely responsible for the accuracy of the data input into the EPT.
16. The EPT service is meant to provide users with a means to develop energy plans and annual
reports on progress made towards energy use goals, and its resultant economic and
environmental costs, in those plans. LAS does not guarantee the municipality any financial
savings from using the EPT as this requires actions at the local level well beyond the scope of
the services provided by LAS.
Indemnification and Liability
17. The municipality shall indemnify and hold LAS, its directors, officers, employees, agents and
contractors harmless from and against any and all claims, demands, suits, losses, damages,
liabilities, penalties, obligations, payments, costs and expenses and accrued interest thereon
(including the costs and expenses of, and accrued interest on, any and all actions, suits,
proceedings for personal injury (including death) or property damage, assessments, judgments,
settlements and compromises relating thereto and reasonable lawyers' fees and reasonable
disbursements in connection therewith) asserted against or suffered by the municipality relating
to, in connection with, resulting from, or arising out of (a) breaches of LAS' obligations herein;
(b) any misrepresentation , inaccuracy, incorrectness or breach of any representation or warranty
made by LAS contained in this Agreement; and/or (c) any of LAS' negligent acts or omissions.
Confidentiality
18. "Confidential Information" comprises all information, in any form and medium that the
municipality and LAS learn from the other concerning the business and affairs of the other, and
any project related data and information.
19. Neither Party shall disclose Confidential Information to third parties, other than required for the
purposes of this Agreement or on a confidential basis to legal counsel, financial advisors or
other contractors and institutions, or as required by law or by any court with jurisdiction. The
Parties shall inform their respective employees and agents of these obligations and take
reasonable steps to ensure their compliance with this Agreement.
Dispute Resolution
20. Any controversy, dispute, difference, question or claim arising between the Parties in
connection with this Agreement that cannot be resolved by a manager from each Party
(collectively, the "Dispute ") shall be settled in accordance with this Article.
21. The aggrieved Party shall send the other Party written notice identifying the Dispute, its position
on the Dispute and the remedy sought. Upon receipt of such written notice, a senior officer of
the other Party shall enter into good faith negotiations with a senior officer of the aggrieved
Party to resolve the Dispute.
22. If the Dispute has not been resolved within thirty (30) days after such written notice has been
given, either Party may avail itself of any process or means legally available to resolve the
Dispute.
Notices
23. All provisions herein shall enure to the benefit of and be binding upon the Parties and their
respective successors and permitted assigns.
24. All notices which may be necessary or proper for either Party to serve upon the other shall be
served by delivery to the Party to whom the notice is to be given or sent postage pre -paid to the
following addresses or by facsimile transmission to the facsimile number set out below.
To Local Authority Services Limited:
200 University Avenue, Suite 801
Toronto, Ontario M5H 3C6
Facsimile Number: (416) 971 -6191
To The Corporation of the Municipality of Kincardine
1475 Concession 5
R.R. 5
Kincardine, Ontario N2Z 2X6
Facsimile Number: (519) 396 -1430
25. All such notices shall be conclusively deemed to have been given and received upon the day the
same is personally delivered or, if mailed or sent by facsimile as aforesaid, three (3) business
days after the same is mailed as aforesaid. Either Party may at any time by notice in writing to
the other change the address for service of notice on it.
Miscellaneous
26. This Agreement, including any Schedule attached hereto, constitutes the entire Agreement
between the Parties with respect to the subject matter hereof and cancels and supersedes any
prior agreements, undertakings, declarations, commitments, representations, written or oral, in
respect thereof. This Agreement shall be read with all changes of gender or number required by
the context.
27. This Agreement shall be governed by and interpreted in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable herein.
28. This Agreement may be executed in several counterparts, each of which so executed being
deemed to be an original, and such counterparts together shall constitute but one and the same
instrument and notwithstanding their date of execution shall be deemed to be made and dated as
of the date hereof.
The Corporation of the Municipality of Kincardine and LAS have respectively executed and
delivered this Agreement as of the date first set out above.
Local Authority Services Limited The Corporation of the Municipality of
Kincardine
I \
Larry Kr, . : , T ayor : - = _
Nancy Plumridge Murray Clarke, CAO =_ =
President
Local Authority Services Limited Municipality of Kincardine
200 University Avenue, Suite 801, 1475 Concession 5, R.R. 5
Toronto, ON M5H 3C6 Kincardine, ON N2Z 2X6
(T) 416-971-9856 (T) 519- 396 -3468
(F) 416-971-6191 (F) 519-396-1430
Schedule 1
Fees for Full and Self Serve Options
In accordance with Section 3, the Municipality agrees to pay LAS the following fees:
Ongoing Annual Services
(a) an annual subscription fee of $200
Annual subscription is based on a calendar year (Jan 1 -Dec 31) with a January 1 renewal. Any new
member will be billed the prorated Year when they join (ex: someone joining in June will be billed
for June —December).
Accepted and agreed to this 20 day of34ne., 2012 by:
The Corporation of the Municipality of
Local Authority Services Limited Kincardine
Larry Kr ayor
Nancy Plumridge Murray Clarke, CAO
President