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HomeMy WebLinkAbout14 056 Local Authority Services Agreement (Energy Conservation and Demand Management Plan) By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE KBT • 1%i ,40 PA((TYOF KMG BY -LAW NO. 2014 - 056 BEING A BY -LAW TO AUTHORIZE THE SIGNING OF SERVICE AGREEMENT WITH LOCAL AUTHORITY SERVICES TO DEVELOP AN ENERGY CONSERVATION AND DEMAND MANAGEMENT PLAN WHEREAS Sections 8 (1) and 9 of the said Municipal Act, 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 a municipality 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 the Municipality deems it advisable to enter into a service agreement with Local Authority Services to develop an Energy Conservation and Demand Management Plan; NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine ENACTS as follows: 1. That the Council of The Corporation of the Municipality of Kincardine enter into a service agreement with Local Authority Services to develop an Energy Conservation and Demand Management Plan, attached hereto as Schedule 'A' and forming part of this by -law. 2. That the Mayor and Chief Administrative Officer be hereby authorized to • execute, on behalf of The Corporation of the Municipality of Kincardine, the service agreement and any other documents 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 "Local Authority Services Agreement (Energy Conservation and Demand Management Plan) By -law ". READ a FIRST and SECOND TIME this 16th day of April, 2014. READ a THIRD TIME and FINALLY PASSED this 16th day of April, 2014. Ai, Mayor 4 u , CI - rk S This is Schedule "A__" to By -Law Not passed the / (n day of Agri 1 201-} SERVICE AGREEMENT BETWEEN: LOCAL AUTHORITY SERVICES ( "LAS ") OF THE FIRST PART AND THE CORPORATION OF THE MUNICIPALITY OF Kincardine ( "The Municipality of Kincardine ") OF THE SECOND PART WHEREAS The Municipality of Kincardine desires to retain LAS to provide the services set out herein and LAS has agreed to provide such services on the terms and conditions set out in this Agreement. NOW THEREFORE it is hereby agreed as follows: 1. Term 1.1. The term of this Agreement shall commence effective as of March 27, 2014 (the "Commencement Date ") and, subject to earlier termination as provided for in this Agreement, shall continue in effect until completion of the Services. 2. Services 2.1. LAS shall provide the following services to The Municipality of Kincardine to such extent as both parties shall agree and shall consider necessary: LAS staff will develop an Energy Conservation and Demand Management Plan in accordance with the requirement of Ont. Reg. 397/11 by: A. Reviewing The Municipality of Kincardine's energy management goals and vision, management structure, strengths and weaknesses, and opportunities for improvement. This will be completed through a review of relevant materials (Reg 397 report, strategic vision, official plan, asset management plan, procurement policy, etc.) plus discussions and surveys of key staff. This will involve a one day site visit that may also include some facility walkthroughs. In addition, LAS will conduct separate audits of targeted facilities (as determined by LAS and the Staff Lead) to help identify some key measures to include in the plan; B. Work offsite that will include reviewing any energy audits conducted over the last 5 years, work on renewable energy, and anything related to energy management. LAS staff will develop a draft plan to be housed in the Energy Planning Tool ( "EPT "); C. Conducting a second site visit to present draft plan to key Staff and /or Council (1/2 day required); Page 1 D. LAS staff will make any amendments as required and return Final Plan to Kincardine Staff Lead by no later than April 30, 2014; and 2.2. LAS shall provide the aforementioned services for The Municipality of Kincardine in such a manner and to such extent as The Municipality of Kincardine shall consider necessary and appropriate, acting reasonably, and all services shall be provided in a timely and professional manner and shall in all respects maintain high quality standards. The Municipality of Kincardine shall provide LAS with reasonable access during regular business hours to such records, files, documentation and personnel as are reasonably necessary for LAS to provide the Services. 3. Fee Structure 3.1. The Municipality of Kincardine shall pay LAS a lump sum of $4500.00 plus HST upon satisfactory completion of the Services, as determined by the Staff Lead. 4. Privacy and Confidential Information 4.1. LAS acknowledges that certain information made available to it from time to time by The Municipality of Kincardine is confidential in nature. For the purposes of this Agreement, confidential information shall include, without limitation, all records, files and documentation maintained or stored by the Municipality of Kincardine at any location whatsoever, all information received by LAS, its agents or employees which is not generally known in the industry in which The Municipality of Kincardine is engaged or which would logically be considered confidential and /or proprietary, or which would do The Municipality of Kincardine harm if divulged, and /or all information which is marked "Confidential" or "Proprietary" by the The Municipality of Kincardine (collectively, "Confidential Information "). Confidential Information shall not be either directly or indirectly disclosed to others or used in any way by LAS or those for whom it is responsible at law, without the prior written consent of The Municipality of Kincardine. LAS shall indemnify, defend and save harmless The Municipality of Kincardine from any and all damages, claims, expenses, fines or costs resulting directly or indirectly from LAS's release of Confidential Information in contravention of this Agreement. 4.2. Notwithstanding the foregoing provisions of this section, LAS's obligation under this section does not extend to the disclosure of any Confidential Information to the extent that: i. the Confidential Information is or becomes available to the public other than as a result of the breach of this section by LAS; or ii. LAS is required to do so by a court of competent jurisdiction or by applicable law provided that such disclosure is made after LAS giving prompt notice of the requirement to the Company. 4.3. LAS shall not use any trademark owned or licensed by The Municipality of Kincardine, without the prior written permission of the Municipality of Kincardine which may be withheld for any reason whatsoever. Page 2 5. Indemnity and Liability 5.1 LAS shall at all times indemnify, defend and save harmless The Municipality of Kincardine its directors, officers, employees, elected officials and authorized agents from and against all claims, demands, losses, judgments, costs (including without limitation all such legal fees and disbursements in connection with a claim filed in court or as part of an administrative tribunal or any appeals thereof), damages, or other proceedings made, sustained, brought or prosecuted in any manner against, or suffered or incurred by The Municipality of Kincardine its directors, officers, employees, elected officials or authorized agents arising by reason of or in connection with any injury, death or damage to any person, or for the loss or damage to the property of the Municipality of Kincardine or its directors, officers, employees or agents in any manner based upon, occasioned by or in any way attributable to LAS's Services unless the injury, death, loss or damages is caused by the negligence or willful misconduct of The Municipality of Kincardine 5.2 For greater certainty, the Municipality of Kincardine shall not be liable for or responsible in any way for any death or injury or for any loss of or damage or injury to any property suffered by LAS or its employees, agents or servants arising from or relating to this Agreement, the Services or the attendance or presence (including travel) of LAS, its employees, agents or servants at any premises or location owned or occupied by The Municipality of Kincardine. 5.3 The provisions of this section 5 and section 4, above, shall survive and remain in full force and effect owing to any termination or expiry of this Agreement. 6 Employees of LAS 6.2 LAS shall be solely responsible and liable for the control and management of its operations, employment practices and labour relations concerning LAS's employees and other persons rendering services for it. For greater certainty, LAS shall have the sole and exclusive control over its employees, employee relations policies and policies relating to wages, hours of work, working conditions and conditions of its employees, and the sole and exclusive right to hire, transfer, suspend, lay off, recall, promote, assign, discipline, adjust grievances and discharge said employees. 7 Notices 7.1 Any notice or other communication required or permitted to be given by this Agreement shall be in writing and shall be effectively given if: i. Delivered personally; ii. Sent by prepaid courier service; iii. Sent by registered mail; or iv. Sent by electronic mail or facsimile or other similar means of electronic communication and confirmed by mailing the original document so sent by prepaid mail on the same or following day, in the case of notice to: (a) The Municipality of Kincardine Head Office: Municipality of Kincardine, 1475 Concession 5, RR5, Kincardine, ON N2Z 2X6 Attention: [ "Staff Lead "]: Lisa Ambeau Fax No.: 519 - 396 -1430 Page 3 (b) Local Authority Services Head Office: 200 University Avenue, Suite 801, Toronto, ON M5H 3C6 Attention: Scott Vokey Fax No. 416- 971 -6191 or at such other address as the party to whom such notice or other communication is to be given shall have advised the party giving it in the manner provided for in this section. Any notice or other communication delivered personally or by prepaid courier service shall be deemed to have been given and received on the day it is so delivered at such address. Any notice or other communication sent by registered mail shall be deemed to have been given and received on the third business day following the date of mailing. Any notice or other communication transmitted by electronic mail or facsimile or other similar form of electronic communication shall be deemed given and received on the day of its transmission during regular business hours and shall be deemed given and received on the following day of its transmission if said transmission occurs after regular business hours. 8 Termination 9.1 Notwithstanding section 1, this Agreement may be terminated immediately upon the occurrence of any of the following events: i. If a party seeks protection from creditors under insolvency, bankruptcy or any other protection against creditors legislation (other than as a creditor) or makes an assignment for benefit of its creditors generally or if a trustee or receiver is appointed for all or any portion of the party's assets, the other party may terminate this Agreement. ii. If a party is in default of a provision of this Agreement and such default is not cured within fifteen (15) days after receipt of written notice of default by the non - defaulting party, the non - defaulting party may terminate this Agreement. iii. If a party commits any act of dishonesty or fraud, the other party may terminate this Agreement. 10 Miscellaneous 10.1 This Agreement shall not create or confer upon the parties hereto, in any way or for any purpose, any relationship except that of contracting parties, and in particular does not create a partnership or joint venture between The Municipality of Kincardine and LAS, or an employer - employee relationship between The Municipality of Kincardine and the employees of and other persons rendering services to LAS. 10.2 The rights of each of the parties hereto are not assignable without the prior written consent of the other party, which shall not be unreasonably withheld. This Agreement shall be binding upon and shall enure to the benefit of each of the parties hereto and their respective successors and permitted assigns. 10.3 No condoning or waiver by either party of any default or breach by the other party at any time or times in respect of any of the obligations, terms, covenants and conditions contained in this Agreement to be performed or observed by the defaulting or breaching party shall be deemed or construed to operate as a waiver of non - defaulting, non - breaching party under this Agreement in respect of any continuing or subsequent default or breach. Page 4 10.4 This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set out herein. 10.5 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that province, and shall be treated in all respects as an Ontario contract. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. IN WITNESS whereof the parties have executed this Agreement in duplicate. Local Authority Services ( "LAS'1 Per: r Nam :: .. i,,Anm ,--� 0_9 Date I [I have the authority to bind LAS] The Corporation of the 1 unicip. ity of Kincardine ( "The Municipality of Kincardine ") • Per: d _ Name: Lao 111. raeme{{, (Y)Q igpri l HO 1 Date [I have authority to bind The Municipality of Kincardine Per: VC -- Name: f.Z murro 9 00f Ke, CYO I Date [I have authority to bind The Municipality of Kincardine Page 5