HomeMy WebLinkAboutTIV 97 003 agree ont clean wate
THE CORPORATION OF THE VILLAGE OF TIVERTON
BY-LAW NUMBER 1997-3
A By-law authorizing the Corporation of THE VILLAGE OF
TIVERTON to enter into an agreement in the form annexed as
Schedule "A" with the Ontario Clean Water Agency ("OCWA")
with respect to the operation and maintenance of the water
supply and distribution facilities located in the Village of
Tiverton.
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WHEREAS under subsection 10(2), section 11 and subsection
63(3) of the Ontario Water Resources Act, R.S.O. 1990,
Chapter 0.40, as amended, OCWA may enter into agreements for
the provision of water service or sewage service and the
council of a municipality may, by by-law, authorize the
municipality to enter into an agreement with OCWA for the
provision of water service or sewage service to the
municipality;
AND WHEREAS the Municipality wishes to enter into an
agreement with OCWA providing for the operation and
maintenance of the water supply and distribution facilities
located in the Village of Tiverton, which are owned by the
Municipality.
NOW, THEREFORE, THE COUNCIL OF THE VILLAGE OF TIVERTON
ENACTS AS FOLLOWS:
1. The Municipality does hereby authorize an agreement, ~n
the form annexed hereto as Schedule "A" (the
"Agreement"), with OCWA for the operation and
maintenance by OCWA of the Works owned by the
Municipality as described in Attachment "A" annexed
to the Agreement.
2. The Reeve and the Clerk-Treasurer are hereby authorized
to execute the Agreement and any other documents and
agreements necessary or desirable to carry out the
intention of the Municipality and OCWA with respect
to the operation and maintenance of the Works by OCWA.
READ a FIRST AND SECOND time this 25 day of February, 1997.
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~dÌn{~
ice Morris,
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"""Sh ron Mooser,
Clerk-Treasurer
READ a THIRD time and FINALLY PASSED this 25 day of February
1997.
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SERVICES AGREEMENT
THIS AGREEMENT made as of the /J.d daYOf~ 199-1--
. BETWEEN
ONTARIO CLEAN WATERAGENCY/AGENCE ONTARIENNE
DES EAUX. a corporation established under the Capital Investment Plan
Act. 1993, c.23, Statutes of Ontario.
(referred to in this Agreement as "OCW A")
AND
THE CORPORATION OF THE VILLAGE OF TIVERTON
(referred to in this Agreement as the "Client")
BACKGROUNDTOTIDSAGREEMENT
(a) The Client owns and operates water supply facilities in the Village ofTiverton (as further
described in Schedule A to this Agreement)(the "Facility").
(b) The Client wishes to engage OCW A as an independent contractor to manage, operate and
maintain the Facility.
(c) The Council of the Client on the.h:. day of ¡:éRIlIlAÍlV ,1992 passed By-Law
No. l'If?- .3 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 sufficiency of which is hereby
irrevocably acknowledged, the Client and OCW A agree as follows:
ARTICLE 1 - INDEX TO DEFINITIONS
Section 1.1 - Defmitions
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 C and D attached hereto and
all amendments made hereto by written agreement between OCW A and the Client.
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"Authorizations" means each of the sewerusc 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 fÌ'Om 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" 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, (including, but not limited to,
damages for economic loss), loss and judgment (including, but not limited to costs and expenses
incidental thereto) of any kind or nature whatsoever.
"Estimate" is defined in Section 4.2 of this Agreement.
"Excluded Services" is defined in Section 2.3 of this Agreement.
"Facility" means the water supply facilities as defined in the Background to this Agreement and
further described in Schedule A to 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 6.4 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.
"Unexpected Expenses" is defined in Section 4.7 of this Agreement.
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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").
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Section 2.2 - Performance of Services
a)
OCW A shall operate the Facility in compliance with all applicable laws, regulations, and
Authorizations. 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 shall,
when practicable, endeavour to give the Client reasonable advance notice of each such
occurrence.
b) OCW A shall not be responsible for any situations where there has been a failure to
comply with applicable laws, regulations and/or Authorizations where the non-
compliance situation resulted fÌ'Om the Client not carrying out an expenditure
recommended by OCW A under this Agreement.
Section 2.3 - Excluded Services
For greater certainty, the services set out in Schedule C to this Agreement are specifically
excluded ftom the Services (the "Excluded Services"). If the Client subsequently requires
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 contI:actor 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"). Each 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 - ReDortine:
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.
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(b) a summarized financial report on a quarterly basis indicating expenditures to date and
funds remaining; and
(c)
an annual report summarizing relevant activities and maintenance operations, actual
expenditures, laboratory analyses, treatment results, water quality, sludge utilization and
safety activities and any special studies.
Section 2,7 - Indemnification of the Client
OCW A shall exonerate, indemnify and hold harmless the Client, its officers, employees
and agents fÌ'Om and against any and all Claims which may be suffered or incurred by, accrue
against or be charged to or recoverable fÌ'Om the Client that result solely fÌ'Om 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) OCW A shall arrange for insurance coverage of the Facility as described in Schedule D to
this Agreement. If there is a 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 any such insurance shall name OCW A as an additional insured.
(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 - RESPONSŒILITIES OF THE CLIENT
Section 3.1 - Representations and Warranties ofthe Client
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
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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 water works that belong to or are under the control of the
Client and that distribute water from the Facility.
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 Environment.llJld Energy
and all officers, employees and agents of the Ministry of Environment and Energy
(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 anyone or more of the Indemnified Parties that are in any way connected with
OCW A's provision of the Services, the operation of the Facility or the entering into of
this Agreement by OCW A.
(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 Environment and Energy, 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.
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ARTICLE 4 - TERM PAYMENT FOR SERVICES AND OTHER CHARGES
Section 4.1 - Initial Term of A2reement
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This Agreement shall begin on January I, 1997 and shall continue in effect for an initial
term of three years (the "Initial Term") and then shall be renewed for successive three year terms
unless terminated under Section 6.2.
Section 4.2 - Estimate
No later than September 30th of each year of the Initial Term, OCW A 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
$29.400.00.
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 $2.450.00.
The first payment shall be due and payable on January I, 1997. Payment shall be.made by the
Client by pre-authorized debit fÌ'Om an account designated by the Client.
Section 4.4 - Reconciliation of the Estimate and Actual Char2es
At the end of each calendar year, OCW A will determine the actual charges for providing
the Services to the Client for ¡hat 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 making the
determination.
Section 4.5 - Other Char2es
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 4.8 below).
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Section 4.6 - Manaeement Fee
(a)
In addition to payment of the Estimate, as reconciled with the Actual Charges, the Client
shall also pay OCW A a fixed annual management fee of $3.200.00 (the "Management
Fee") for every year of the Initial Term. The Management Fee shall be paid by the Client
in twelve equal monthly insta1ments 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 ITom 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 - Unexpected Expenses
(a) "Unexpected Expenses" means unanticipated expenditures that OCW A incurs in order to
address equipment failure, acts of third parties, or other circumstances beyond OCW A's
reasonable control (such as unregulated septic dumping or illegal industrial waste
discharges), an emergency situation or other unforeseen circumstances (such as fire,
overflows and floods).
(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 immediately upon receipt of an
invoice ITom OCW A.
Section 4.8 - Interest on Late Payments
(a)
"Prime Rate" means the rate of interest expressed as an annual percentage rate announced
from time to time by the Bank ofMontrea1 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
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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( a) 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 Payment of Disuuted 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), 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 snall 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
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.
ARTICLE6-TERMINATION
Section 6.1 - Termination of A2reement
(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
OCWA uuless:
(i) there has been a material breach of the Agreement; and
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(ii)
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(iv)
the party complaining of the breach has given written notice of the breach to the
other party; and
the other party does not correct the breach within thirty days of receiving the
notice; and
after the thirty days referred to in paragraph (iii) 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 OCWA may terminate this
Agreement as follows:
(i) for any reason, upon twelve months prior written notice; or
(ii) if there has been a material breach of the Agreement, in accordance with the
procedure described in Paragraph 6.2(b) above.
Section 6.2 - Termination and Transfer of Land
This Agreement shall only be terminated in accordance with Section 6. I above. If, upon
termination of this Agreement OCW A no longer operates the Facility, the following shall take
place:
(a) The Client shall arrange and pay the costs of the transfer, to the Client on an "as is" basis,
of any of the land in which OCWA has an ownership interest and which is used
exclusively by the Facility; and
(b) OCW A and the Client shall pay all outstanding amounts owing to each other under this
and any other Existing Agreement relating to the Facility.
Section 6.3 - Final Settlement
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If OCW A ceases to operate and maintain the Facility, there shall be a fmal 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
days after OCW A ceases to provide the Services.
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Section 6.4 - Earlv Termination
If either party terminates this Agreement (the "Terminating Party") (i) prior to the end of
the Initial Term and there has not been material breach by the other party (the "Non-Terminating
Party") as described in Paragraph 6.2(b) above; or (ii) in any renewal term and the Terminating
Party does not give twelve months 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, then the
Terminating Party shall be responsible for all costs incurred by the Non-Terminating Party as a
result 0 f such termination.
ARTICLE 7 - GENERAL
Section 7.1 - Ae:reement to Govern
If there is any inconsistency between this Agreement and any Schedule to this
Agreement, this Agreement shall govern.
Section 7.2 - Headine:s
The division of this Agreement into Articles, Sections and Parts and the insertion of
headings are for convenience of reference only and wi1\ not affect the construction or interpre·
tation of this Agreement. The terms "hereof', "hereunder" and similar expressions refer to this
Agreement and not to any particular Article, Section, Part or other portion hereof and include any
agreement supplemental hereto. Unless something in the subject matter or context is inconsistent
therewith, references herein to Articles, Sections and Parts are to Articles, SectionS and Parts of
this Agreement.
Section 7.3 - Entire Ae:reement
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
Existing Agreements that remain in effect in accordance with Paragraphs 6.1 (b) and (c) 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 Paragraphs 6.1 (b) and (c) of this Agreement.
Section 7.4 - Proposal not Part or Ae:reement
OCWA's proposal to the Client to operate the Facility dated December 16, 1996 shall not
form part of this Agreement.
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Section 7.5 - 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 7.6 - Further Assurances
Each of the Client and OCW A will from time to time execute and deliver all such further
documents and instruments and do all acts and things as the other party may reasonably require
to effectively carry out the provisions of this Agreement.
Section 7.7 - Governin2 Law
This Agreement is govemed by and will be construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein.
Section 7.8 - Successors and Assil!Ds
This Agreement shall enure to the benefit of and be binding upon, the parties hereto and
their successors and assigns.
Section 7.9 - Survival
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All representations, warranties and indemnities given by each of the parties shall survive
indefinitely the termination of this Agreement.
Section 7.10 - Severability
If any provision hereof or the application thercofto any person or circumstance shall be
invalid, illegal or unenforceable, the remaining provisions or the application of each provision to
persons or circumstances other than those as to which it is invalid, illegal or unenforceable, shall
continue to be valid and enforceable.
Section 7.11- Ontario Water Resources Act and Capital Investment Plan Act. 1993
This Agreement is subject to the provisions of the Ontario Water Resources Act and the
CaDital Investment Plan Act. 1993, as amended, and any legislation substituted therefor from
time to time, together with the regulations made thereunder.
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Section 7.12 - 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 mail, addressed as follows:
(i) if to the Client:
Village ofTiverton,
P.O.Box 130,
Tiverton, Ontario
NOG 2TO
Attention: Clerk-Treasurer
Telephone:
Fax:
(519) 368-7860
(519) 368-5535
(ii) if to OCWA:
Ontario Clean Water Agency
1240 Wonderland Road South,
London, Ontario
N6L lA7
Attention:
Telephone:
Fax:
(519) 652-7027
(519) 652-7020
Vice President, Western Area
(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; providing,
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 7.12.
Section 7.13 - Counterparts
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.
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Section 7.14 - Time ofthe Essence
Time shall be of the essence in this Agreement.
IN WITNESS WHEREOF the parties have duly executed this Agreement.
ONTARIO CLEAN WATER AGENCY
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Date of Signing
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(Authorized Signatory)
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(Authorized Signatory)
THE CORPORATION OF THE VILLAGE.DF
TIVERTON
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Date of Signing
By: ~~.h7~
()' Janice Morris,
Reeve
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Date of Signing
By:
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Sharon Mooser,
Clerk-Treasurer
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SCHEDULE A
The Facility
Part 1. Description ofthe Facility
For the purposes of this agreement, the Facility is comprised of the following:
Two well pumping stations including standby diesel power and chemical addition facilities, a
water distribution system including necessary valves, hydrants and blow offs, and a water storage
standpipe including automatic controls and standby diesel pump.
Part 2. Street Address of the Facility
The street address of the Facility is as follows:
Dent Well Pumping Station-
Briar Hill Well Pumping Station-
Water Storage Standpipe-
Part 3. Diagram of Facility
- insert a Process Flow Diagram here
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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" (Note: The
. following list is as complete as possible but may not be exhaustive):
1. Operatinl! Duties
OCW A will perform regularly scheduled inspections and carry out associated operational duties
at the Facilities, including all related equipment, buildings and property to ensure that the
Facility is operating effectively. Specifically, OCWA will:
A.
B.
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Water Treatment Plant
inspect process control equipment to ensure proper operation of chlorinators, pumps, and
chemical feeders;
check pumping station to ensure that everything is in order (also taking routine readings);
operate pump controls and valve controls for pumping of all process streams;
load chemicals and water in a liquid feed tank;
check wells and level of groundwater to ensure aquifer is not over-pumped; and
adds sodium hypochlorite to feed tanks and check chlorine residual.
Water Distribution i.¡.tim€s.. '?Jrr:.[y
open, exercise and flush water hydranu;pnnually, makérepairs and paint where necessary
and winterize each fall; .'
inspect stand-pipe yearly through visual inspection, draining, checking controls and
valves, or by monitoring pressure and water levels; and
inspect distribution system, visually for major leaks, sound for minor leaks, exercise main
distribution shut-off valves and collect samples and monitor chlorine residual.
2.
Day-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;
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3. Capital Improvements
OCW A will record information on the frequency of equipment breakdown and repair
costs to determine replacement needs. Parts of the Facility 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.
Optimization and Compliance of Operation
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:
A. Water Treatment and Distribution
recording and analyzing water flow, electricity used, chemicals used, chlorine residuals,
turbidity;
checking chemical feed pumps, and performing routine calculations and evaluations and
determining operational adjustment requirements;
calculating, recording and analyzing daily and monthly water flows, pump running hours,
the amount of chlorine ,and other chemicals used;
routinely conducting the following water tests: chlorine residual, water temperature,
colour, pH, turbidity; recording the results and making operational adjustments such as
increased chemical dosages; :
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 heavy metals, trace organics, conducting routine analysis for bacti
and chemicals and ensuring that they are shipped to the proper labs for analysis;
ensuring that the daily operations comply with and fullìll the requirements oî ~:le
Certificate of Approval and other legal documents;
working with the Client to encourage a water conservation program such as water meters,
water efficient shower heads and toilets, wise use of water and promotions; and
repairing water leaks in distribution system.
5. Insurance
ocw A will arrange for the following insurance coverage in respect of the Works:
"All Risks" Property Insurance, including earthquake and flood, subject to policy
exclusions, on buildings and equipment situated within 1,000 feet of the premises,
including pumping stations but excluding underground sewer pipe system. Limits:
replacement value (as determined yearly by OCW A) with $10 million sublimit on Extra
Expense coverage and six week sublimit on Interruption by Civil Authority.
Boiler and Pressure Vessel Insurance, subject to policy exclusions. Limit: $10 million
per loss.
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Comprehensive General Liability Insurance covering third party liability for property
damage and/or bodily injury caused by negligence arising out of OCW A's operations.
Limit: $10 million per occurrence.
. Automobile Insurance to cover; automobile liability accident benefits to a maximum of
$2 million; co llision.
6.
Reeulatorv 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.
7. Staffine
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 staffwill be available to provide 24 hour coverage at the Facility in the event of
illness or emergencies.
8. Emereency Situations and Safety
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.
One of OCW A's safety officers will regularly inspect the Facility and provide ongoi::;
safety training to staff.
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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:
thawing water services;
installation and/or inspection of new water services from the property line to the building;
snow removal at plant, pumping stations and around hydrants;
foam swabbing and pigging watermains;
cost for non routine sampling and lab analysis;
reading residential water meters
grass cutting
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SCHEDULE D
INSURANCE
A summary of the insurance coverage that OCW A will arrange for in respect of the Facility is
described below:
PropertvInsurance
Perils: "All Risks" including earthquake and flood. Subject to policy
exclusions.
Limits:
- $400,000,000 combined limit anyone loss, casualty, or disaster
- $400,000,000 annual aggregate of flood claims
- $400,000,000 annual aggregate of earthquake claims
- Replacement Value (Subject to Annual Reports)
- $25,000,000 for extra expenses above and beyond regular costs
associated with running 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 - $100,000 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 Machinery 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 15 PSI) 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: Nil.
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Automobile Insurance
Coverage: Automobile Liability.
Limit: $2,000,000
Accident Benefits per Ontario Statutes.
Coverage: Collision
Deductible: $250
Coverage: Comprehensive
Deductible: $100
Comprehensive 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