HomeMy WebLinkAbout14 155 Bruce Power - Agreement for Services (705 Princes Street) (W.E. Thompson) By-lawTHE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
KBT
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O Y OF
BY-LAW
NO. 2014 - 155
BEING A BY-LAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT FOR
SERVICES WITH BRUCE POWER L.P.
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 of Kincardine entered into an agreement with
Bruce Power L.P., authorized by By-law No. 2013 - 009, and said agreement sets
out Bruce Power may complete capital upgrades to the building and property at
705 Princes Street provided it obtains the prior consent of the Municipality;
AND WHEREAS Bruce Power L.P. wishes to proceed with procurement,
construction and installation of leasehold improvements, furniture, fixtures and
equipment to the building;
AND WHEREAS the Municipality of Kincardine deems it advisable to enter into an
agreement for such services;
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 an agreement for services with Bruce Power L.P. for work at the
premises located at 705 Princes Street, Kincardine, Ontario 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 "Bruce Power — Agreement for Services
(705 Princes Street) By-law".
READ a FIRST and SECOND TIME this 17th day of December, 2014.
READ a THIRD TIME and FINALLY PASSED this 17th day of December, 2014.
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Mayor Clerk
-Ak
Bruce Power
December 18, 2014
BRUCE POWER - CONFIDENTIAL INFORMATION
The Municipality of Kincardine
1475 Concession 5 Rd, Kincardine, ON N2Z 2X6
Attention: Donna MacDougall
Dear Ms. MacDougall:
Re: The Second Amended & Restated License Agreement (the "License
Agreement") dated October 1, 2012, between Bruce Power L.P.
("Bruce Power") and The Corporation of the Municipality of
Kincardine (the "Municipality") for premises located at 705 Princess
Street, Kincardine, Ontario
And Re: Bruce Power wishes to retain the Municipality to procure, construct
and install Leasehold Improvements on the following terms.
This letter is to confirm our agreement for Services to be performed by the Municipality,
and/or its subcontractors, relating to the procurement, construction and installation of
those leasehold improvements, furniture, fixtures and equipment (the "Improvements")
to the Building in accordance with specifications in Schedule A to this letter agreement
(collectively, the "Work")
The Municipality and Bruce Power agree that:
1. Definitions. Any capitalized terms in this letter agreement that have not been defined
herein have the meaning given to them in the License Agreement.
2. Performance of the Work. The Municipality shall, or shall cause its subcontractor
Weilers Cleaning &Restoration Ltd (the "Subcontractor") to, as part of the Work:
a. procure and transport to the Building all materials and equipment required for
the construction and installation of the Improvements;
b. perform the Work in accordance with all applicable law including by
obtaining at its own cost all permits required to complete the Work and by
performing the Work in compliance with the Occupational Health and Safety
Act (Ontario) and shall have the role of "constructor" under such legislation;
c. perform the Work in a good and workman like manner, to the standard
normally exercised by contractors performing similar work, using only new
materials; and
BRUCE POWER L.P., P.O. Box 1540, B10, 6th floor, 177 Tie Rd.
Municipality of Kincardine, R.R. #2, Tiverton, Ontario, NOG 2T0
d. keep Bruce Power informed of the progress of the Work.
3. Schedule. The Municipality shall, or shall cause its Subcontractor to, commence the
Work for the installation, procurement and construction of the Improvements by
December 4, 2014 and use all reasonable efforts to complete all Work by Jan 5, 2015.
4. Price. Schedule A to this letter Agreement provides detailed cost estimates for the
Work (including all of the Improvements), in the aggregate amount of CDN
$344,093.61 (the "Estimated Cost"), which both parties agree are all of the
reasonably anticipated costs to complete all of the Work. The Municipality agrees
that, in performing the Work, it shall not incur any cost in excess of the Estimated
Cost to complete the Work without the prior written consent of Bruce Power and the
Municipality hereby waives any claim it may have in respect of amounts in excess of
the Estimated Costs to the extent it has failed to obtain such prior written consent.
Upon completion of all of the Work, the Municipality may invoice and Bruce Power
shall pay to the Municipality the actual costs incurred to complete all of the Work up
to the lesser of. (a.) the Estimated Cost plus any amount Bruce Power has agreed in
writing to pay in excess of the Estimated Cost; and (b.) a guaranteed maximum price
of CDN $366,750 (the "Maximum Price") as full and final payment for all of the
Work (including the Improvements). Bruce Power shall reimburse the Municipality
only for the actual costs incurred by the Municipality to complete the Work up to the
Maximum Price. Any cost incurred by the Municipality in excess of the Maximum
Price shall be to the account and risk of the Municipality. Upon completion of all of
the Work Bruce Power shall also pay to the Municipality a fee of CDN $18,250 (the
"Fee"). Upon completion of the Work the Municipality shall provide an invoice to
Bruce Power for the Fee and describing the particulars of the actual costs incurred by
the Municipality along with all supporting documentation reasonably requested by
Bruce Power to verify such costs. Only those costs specified on Schedule A to this
letter agreement shall be reimbursable by Bruce Power to the Municipality; no other
costs are reimbursable, including, without limitation: costs in excess of the Maximum
Price, costs of any warranty work or correction of any defect, any other costs
expressly to the risk of the Municipality under this letter agreement or the Licence
Agreement.
5. Warranty. The Municipality agrees that all Work performed by it or its
Subcontractor shall be free from defect for a period of one year (the "Warranty
Period") from completion of the Work and it shall remove, replace and/or re -execute
any Work found to be defective or in non-conformance with the specifications for the
Improvements in Schedule A at any time during the Warranty Period. The
Municipality shall, or shall cause the Subcontractor to assign to Bruce Power all
manufacturers warranties with respect to the Work, including the Improvements.
6. Subcontractors. Other than the Subcontractor, the Municipality shall obtain Bruce
Power's prior written approval before subcontracting any portion of the Work. In this
letter agreement the term "Subcontractor" shall apply to all subcontractors of the
Municipality that have been approved by Bruce Power.
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7. Investigations. The Municipality confirms that it and its Subcontractor have
informed themselves of the condition of the Work site and expressly waives any
claims attributable to the condition of the Work site.
8. Documentation. The Municipality shall, and shall cause its Subcontractor to keep
and provide to Bruce Power copies of all relevant documentation with respect to the
Work, including as relating to quality or workmanship in regard to the specifications
for the Work, and any manuals relating to any portion of the materials or equipment
constituting any part of the Improvements.
9. Changes to Scope of Work. Any changes to the Scope of Work or the guaranteed
Maximum Price for performance of the Work must be agreed to in writing by the
parties prior to the Municipality or it Subcontractor proceeding with any additional
scope of Work and the Municipality hereby expressly waives any claims attributable
to any change to the scope of Work where it has not obtain a prior written agreement
with Bruce Power for such additional Work.
10. Removal of Improvements. Bruce Power shall have the right to remove from the
Building at any time prior to the expiry of the Term of the License Agreement those
Improvements specified in Schedule B.
11. Construction Risks. Damage, loss, expense or delay incurred or experienced by the
Municipality in the prosecution of the Work by reason of unforeseen circumstances,
unanticipated difficulties and obstructions, bad weather, or other mischances that are
generally considered to be a part of the usual hazards associated with construction
work, shall be borne by the Municipality and shall not be the subject of a claim for
additional compensation or schedule delay. The Work shall remain at the sole risk of
the Municipality up to and including entire completion of the Work. In the event of
loss or damage to the Work during such period, the Municipality shall make good the
same at its expense or pay all costs incurred by others in making good such loss or
damage.
12. Indemnity. The Municipality shall indemnify and save harmless Bruce Power from
and against any and all damages, injuries, claims, demands, actions, liabilities,
settlements, costs and expenses (including legal fees and expenses) suffered by or
made against Bruce Power arising from or connected with:
a. the Municipality's or its Subcontractor's performance or non-performance of
the Work in accordance with terms of this letter agreement;
b. the breach of any warranty, representation or covenant of the Municipality
contained in this letter agreement; and
c. the claims of Bruce Power and any third parry attributable to the performance
of the Work attributable to bodily injury, sickness, disease, or death, or to
injury to or destruction of tangible property.
Page 3
13. Work Site Access. Bruce Power agrees to make the Work site available to the
Municipality and its Subcontractors for performance of the Work at the following
times:
a. 4 p.m. to 6 a.m. on each of December 8, 2014, to December 12, 2014,
(reserved for Bruce Power from 6 a.m. to 4 p.m. each day for training);
b. 4 p.m. December 12, 2014, to 6 a.m. December 15, 2014;
1 p.m. to 6 a.m. on each of December 15, 2014, to December 19, 2014
(reserved for Bruce Power from 6 a.m. to 1 p.m. each day for training);
d. December 20, 2014 to 6 a.m. January 5, 2015.
Any additional access to the Work site requires the prior written approval of Bruce
Power. The Municipality acknowledges that Bruce Power requires the Work site
during the times specified above to perform regular training activities. The
Municipality agrees that it shall, and shall cause its Subcontractor to, ensure the Work
site is clean and tidy, free from all hazards and fit for Bruce Power use as a training
facility for each day of training as specified above.
14. Time. Time shall be of the essence in performing the obligations under this letter
agreement.
15. Entire Agreement. The terms applicable to the performance of the Services under
the Licence shall apply to the performance of the Work provided that to the extent
that there is any inconsistency between the provisions of this letter agreement and the
terms of the License Agreement, the terms of this letter agreement shall take
precedence. Invoices shall be provided in accordance with contract no. 00188338
issued by Bruce Power to the Municipality. This letter agreement, the terms of
contract no. 00188338 and the License Agreement constitute the entire agreement of
the parties with respect to the Work.
Please indicate your agreement with the foregoing by having an authorized
representative(s) of the Municipality sign where indicated below and return a copy to
Bruce Power via facsimile to (519) 361-4333, Attention: Len Arnold, Assistant General
Counsel & Corporate Secretary or in portable document format (PDF) by electronic mail
to len.amold@brucepower.com.
Page 4
Yours truly,
BRUCE POWER L.P., by its general partner,
BRUCE POWER INC.
Signed by:
Name:
Title:
Signed by
Name:
Title:
• s�i�!%I�
Kevin Kelly
CFO & EVP Finance&
Commercial Services
/6/�"
Brian Hilbers
Chief Legal Officer
Brian Hilbers
2014.12.18 14:43:17
-0s'00'
The Municipality hereby agrees with the terms of this Letter Agreement.
Dated this I -� day of December, 2014
THE CORPORATION OF THE MUNICIPALTY OF
KINCARDINE
Signed by:
Name:
Title:
Signed by:
Name: Lem
Title: C�sO
Bruce Power - Confidential Information
BRUCE POWER
LAW DIVISION
Approved: t.� A_ -
Date: ..AL
The information contained herein is conjldential commercial information of Bruce Power and is supplied on that basis. We believe
that the disclosure of this information could reasonably be expected to cause material f Inancialloss to us, prejudice our competitive
position or would interfere with negotiations in which we are engaged. in the event that you intend to disclose all or any part of the
information we should be advised at P.O. Box 1540, Building 810,177 Tie Road, RR#2 Tivertan, Ontario, NOG 2T0 (fax 519 361-4333),
to the attention of Executive Vice President & General Counsel, so that we can make appropriate detailed representations to you
about the nature of the information.
Page 5
SCHEDULE A — SPECIFICATIONS FOR THE SCOPE OF THE WORK
The scope, specifications and cost estimates for the Work, including all Improvements,
are specified in the following documents:
■ POI quote number 214837
■ POI quote number 214637
■ Poi quote number 216159
■ Weiler's Cleaning & Restoration Ltd Quote dated 12/2/2014
■ ET Group Quote Classroom of the Future V3 dated 11/11/2014
Page 6
SCHEDULE B — REMOVABLE IMPROVEMENTS
The following is a list of the Improvements specified in this letter agreement that BP can
remove from the Building prior to expiry of the License Agreement:
■ Removable components are as per
o POI quote number 214837
o POI quote number 214637
o Poi quote number 216159
o ET Group Quote Classroom of the Future V3 dated 11/11/2014
page 3
This letter agreement in no way restricts the right of Bruce Power to remove any other
Bruce Power chattels at the Building.
Page 7