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HomeMy WebLinkAboutTIV 96 014 agree ont clean wate THE CORPORATION OF THE VILLAGE OF TIVERTON BY-LAW NUMBER 96-14 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 IO.C.W.A.) with respect to the operation and maintenance of the wastewater facilities located in the Village of Tiverton. i. 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 wastewater 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, in 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 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 17th day of December 1996. ß::~'-~ _~4øXYU/ Clerk Read a THIRD time and finally passed, signed and sealed this 17th day of December, 1996. . ,- I:. " r::::r).m~ eve _ . -' . I ..-/ ~_: - '"" .. i ':' ....., '" I ."" : t -: - ., y~ ... t- ~ '-" - ~J ;J;¡~ / ..--Clerk / ,~.: .tI"','.o<'" ¡ . ...~,..:.'~~ ~"-'0 ":"":""'. """j"j.'<;' 14 SERVICES AGREEMENT TillS AGREEMENT made as ofthe/~day of December, 1996, . BETWEEN: ONTARIO CLEAN WATERAGENCY/AGENCE ONTARIENNE DES EAUX, a corporation established under the Capital Investment Plan Act. 1993. chapter 23, Statutes of Ontario AND (referred in this Agreement as "OCW A") THE CORPORATION OF THE VILLAGE OF TIVERTON, (referred in this Agreement as the "Client") BACKGROUND TO THIS AGREEMENT: (a) (b) (c) (d) . Her Majesty the Queen in Right of Ontario, as represented by the Minister of Environment and Energy and its several predecessors in law (collectively referred to as the "Crown") entered into various agreements (the "Existing Agreements") with the Client concerning the construction, operation and maintenance of a wastewater collection facility in the Village ofTiverton (as further described in Schedule A to this Agreement) (the "Facility"). OCW A is the successor in title to the Crown as a result of the Capital Investment Plan Act. 1993. 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. The Council of the Client on the" "day of December, 1996 passed By-Law No. 9' - /4- 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: 1 '''':~:\~ '-"':"""=:~"''''''''''';~'''' - 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 and C attached hereto and all amendments made hereto by written agreement between OCW A and the Client. "Anthorizations" means each of the sewer use and water by-laws, licenses, 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" 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. "Existing Agreements" is defined in the Background to this Agreement. . "Facility" means the wastewater treatment facility 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. "Managemeut Fee" is defined in Paragraph 4.6(a) of this Agreement. "Services" is defined in Section 2.1 and further described in Schedule B to this Agreement. 2 þ' "Unexpected Expenses" is defined in Section 4.7 of this Agreement. . ARTICLE 2 - RESPONSmILITIES OF OCW A 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 - Perlormance of Services 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. 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. Sectiou 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"). 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. 3 Section 2.6 - Reportine OCW A shall provide the following reports to the Client: . (a) a facility performance report, within forty-five Business Days of the completion of each calendar year 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 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 ITom and against any and all Claims which may be suffered by, accrue against or be charged to or recoverable from the Client that result ITom OCW A's negligence or willful 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 OCW A shall arrange for insurance coverage of the Facility as described in Schedule B to this Agreement. If there is a significant change in the insurance coverage described in Schedule B, the Client will be notified of such change. ARTICLE 3 - RESPONSmILITIES OF THE CLIENT Section 3.1- Representations and Warranties of the 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 Facility and the Authorizations are in good standing. 4 >,;,'J'", "f',"" (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 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. Section 3.3 - Indemnification of OCW A The Client shall exonerate, indemnify and hold harmless OCW A, its directors, officers, employees and agents from and against any and all Claims which may be suffered by, accrue against, or be charged to or recoverable from OCW A that are in any way connected with OCW A's provisions of the Services or the operation of the Facility, except where such Claim is the result of OCW A's negligence or willful misconduct. OCW A shall be deemed to hold the provisions of this Section 3.3 that are for the benefit of OCW A's directors, officers, employees and agents in trust for such directors, officers, employees and agents as third party beneficiaries under this Agreement. ARTICLE 4 - TERM PAYMENT FOR SERVICES AND OTHER CHARGES Section 4.1 - Initial Term of Al!reemeut This Agreement shall begin on January 1, 1997 and shall continue in effect for an initial term of three year (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, the Agency 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 "Estimate"). The Estimate, 5 once approved by the Client, shall be the Agency's authorization to incur the expenditures in the Estimate. The Estimate for the fIrst year of the Initial Tenn is $23,299. . 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 $1,941.58. The first payment shall be due and payable on January 1, 1997. 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 Chal'2es 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, the Agency will pay the Client the difference within thirty days of the Agency making the determination. If the Actual Charges exceed the Estimate paid by the Client, the Client shall pay the Agency the difference within thirty days of the Agency making the determination. Section 4.5 - Other Chal'2es The Estimate, as reconciled with the Actual Charges, includes all charges associated with providing the Services, except for the following: (a) OCW A's Management Fee (as described in Section 4.6 below); and (b) Unexpected Expenses (as described in Section 4.8 below). Section 4.6 - Manaeement 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 $3,100 (the "Management Fee") for every year of the Initial Term. The Management Fee shall be paid by the Client in twelve equal monthly installments 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 mouths 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. 6 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 fÌ'Om OCW A. Section 4.8 - Interest on Late Pavments (a) "Prime Rate" means the rate of interest expressed as an annual percentage rate announced fÌ'Om time to time by the Bank of Montrea1 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(a) above, shall bear interest at the Prime Rate plus 3%. Interest shall accrue on a daily basis fÌ'Om the date after payment is due. . Sectiou 4.9 - Partial Payment 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 fÌ'Om the date of final determination. 7 . ''''!,'':; . '"''...<"'".'<i...f''' ""'.-?'·;_····~~.I';<1''''·'.-····· 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 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. TERM AND TERMINATION Section 6.1 - Existine Aereements (a) Upon execution of this Agreement, all Existing Agreements between the Client and the Crown made under Section 63 of the Ontario Water Resources Act. R.S.O. c.0.40 entered into before the 1st day of April, 1974 are terminated. (b) Any Existing Agreement between the Client and OCW A (except an Existing Agreement referred to in Paragraph 6. I (a) above), shall remain in effect, except to the extent inconsistent with this Agreement. (c) Notwithstanding any other provision of this Agreement, all financial obligations arising under any Existing Agreement between the Client and OCW A or the Crown, shall remain in effect until new financing arrangernents are entered into between the Client and OCWA. (d) This Agreement shall not affect OCW A's responsibility to provide financing for any expansion of the Facility under any Existing Agreement entered into after March 31, 1974, between the Client and OCWA or the Crown. Section 6.2 - 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 OCW A unless: 8 ,._<~:'" n:¡;~.". .)-"'"" c (i) there has been a material breach of the Agreement; and (ii) the party complaining of the breach has given written notice of the breach to the other party; and . (iii) 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 (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 OCW A 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 6.3 - Termination and Transfer of Land This Agreement shall only be terminated in accordance with Section 6.2 above. If, upon termination of this Agreement OCWA 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 OCW A 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 6.4 - Final Settlement . If OCW A 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 days after OCW A ceases to provide the Services. 9 --,~-~,-,.-,,,.'----",~ '_"Y>"_, ARTICLE 7 - GENERAL Section 7.1 - A2J'eement to Govern . If there is any inconsistency between this Agreement and any Schedule to this Agreement, this Agreement shall govern. Section 7.2 - Headines The division of this Agreement into Articles, Sections and Parts and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation 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 supplernental 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 A2reement 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. 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. 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 sigued by the party purporting to give such waiver and, unless otherwise provided, will be limited to the specific breach waived. Section 7.S - Further Assurances Each of the Client and OCW A will ftom 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. e Section 7.6 - Governinl! Law This Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. 10 ~>.-., SectIon 7.7- Successors and Assi2DS . This Agreement shall enure to the benefit of and be binding upon, the parties hereto and their successors and permitted assigns. Section 7.8 - Survival All representations and obligations of the parties, including without limitation the obligation of the Client to exonerate and indemnify OCW A, shall survive indefinitely the termination of this Agreement. Sec:tion 7.9 - Severability If any provision hereof or the application thereof to 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 or unenforceable, shall continue to be valid and enforceable. Section 7.10 - Ontario Water Resources Act This Agreement is subject to the provisions of the Ontario Water Resources Act, as amended, and any legislation substituted therefor from time to time, together with the regulations made thereunder. Section 7.11 - Notices Any notice, bill or other communication given by either party to this Agreement to the other shall be deemed to have been given three Business Days after such notice or communication is mailed in by registered mail addressed in the case of: (a) 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 similar means of recorded electronic communication or sent by registered TelecopierNo., mail, addressed as follows: (i) if to the Client: Village ofTiverton, P.O. Box 130, Tiverton, Ontario, NOG 2TO Telephone: Fax: Attention: 519-368-7860 519-368-5535 Clerk-Treasurer . 11 . . (ii) if to OCW A: Ontario Clean Water Agency 1240 Wonderland Road South, London Ontario N6L lA7 Telephone: Fax: Attention: 519-652-7027 519-652-7020 Vice President, Western Area (b) 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), or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event 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 means of recorded electronic communication as aforesaid. 12 . . Section 7.12 - 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. IN WITNESS WHEREOF the parties have duly executed this Agreement. ONTARIO CLEAN WATER AGENCY ~ Date of Signing BY~-'l.·· 9"t .1> Authorized Signing Officer ffof(?J: By" Authorized Si ... ~~_:~':::;~.~~':_, .:: w· -< .. -,:.... ': --- :.:,..; :;: - -~ " "--' - . -- .~ ~"- ~ .--.:: '.:: o/";;;;;_:.::;;'~- ¿~~ THE CORPORATION OF THE VILLAGE OF TIVERTON BY~~,:) J . e Morris, ve By:4-)ßIfttM./ Sharon Mooser, Clerk-Treasurer (}441 9 1'/11 .ÁJate of Signing Schedules: A, B, and C. 13 ......""'~............ _-~~~"'-~_~~ 4 :./~. ......" - \.\ "---. ~ :--:; ~v ~--~_.'~~ .' -. ,,- - - :'- - - - -' . -' - - ,/ /. :; " " ..... ,,,- - . -. - - ~, ....- . . SCHEDULE A The F acilitv Part 1. Description of the 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 of Tiverton Pumping station #2 - Lot 36, R. P. #196, west of King Street, Village ofTiverton 14 SCHEDULE B The Services . For the purposes of this Agreement, the following services shall constitute the services to be provided by OCW A and are collectively referred to herein as "the Services" (Note: The following list is as complete as possible but may not be exhaustive): 1. Operatin2 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: Wnstewater CoUeetion · 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 contaminants to system; and · sample raw wastewater routinely 2. Day-to-Day 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. Capital Improvements · OCW A will record information on the fÌ'equency 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. 15 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: Wastewater CoUeetion and Treatment · 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. Reoortinl! The reporting shall include: · an annual Facility Performance Report to include information on flows, bypasses and sewer connections. 6. 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. 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; collision. 7. Re21Ilatorv Matters o 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. 8. Staffin2 o OCW A will staff the Facility with certified operators and other trained staff as required by regulation under the Ontario Water Resources Act. o All OCW A staff at the Facility have been trained for the normal process operation and maintenance of the Facility and have also received training on how to deal with emergency situations should they arise. Staff will continue to receive training on an ongoing basis. o OCW A staff are available to provide 24 hour coverage at the Facility in the event of illness or emergencies. 9. Emerl!ency 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. o One of OCW A's safety officers regularly inspects the Facility and provides ongoing safety training to staff. . 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; .