HomeMy WebLinkAboutBRU 98 015 agree ont clean wate
THE CORPORATION OF THE TOWNSHIP OF BRUCE
BY-LAW NO. 98-15
A BY-LAW authorizing the Corporation of the Township of Bruce to
enter into an agreement in the form annexed as Schedule "A" with
the Ontario cl ean Water Agency ("OCWA") wi th respect to the
operation and maintenance of the water supply and distribution
facilities located in the Township of Bruce.
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
OCWAproviding for the operation and maintenance of the waste water
facilities located in the Township of Bruce, which are owned by the
municipality.
NOW THEREFORE the Township of Bruce 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 municipali ty 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
municipali ty and OCWA with respect to the operation and
maintenance of the Works by OCWA.
Read a First and Second time this TENTH day of MARCH, 1998.
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Read a Third time and finally passed this
MARCH , 1998.
TENTH
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SERVICES AGREEMENT
THIS AGREEMENT made as of the
day of
.199_.
BETWEEN
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ONTARIO CLEAN WATER AGENCY/AGENCE ONTARlENNE
DES EAUX a corporation established under the Caoital Investment Plan
Act 1993. c.23, Statutes of Ontario.
(referred to in this Agreement as "OCWA")
AND
THE CORPORATION OF THE TOWNSHIP OF BRUCE
(referred to in this Agreement as the "Client")
BACKGROUND TO THIS AGREEMENT
(a) The Client owns and operates water supply facilities in the Township of Bruce (as further
described in Schedule A to this Agreement)(the "Facilities").
(b) The Client wishes to engage OCW A as an independent contractor to manage, operate and
maintain the Facilities.
(c) The Council of the Client on the _ day of March, 1998 passed By-Law No.
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 I - INDEX TO DEFINITIONS
Section 1.1 - Definitions
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
SCHEDULE 'A'
This is Schedule 'A' to
By-law No. 9&-15 passed
this 10th day of March,
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"Authorizations" means each of the sewer use 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 ftom time to time.
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"Authorized Representative" means each individual designated by either the Client òr' 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, penaIty,liability, damages, (including, but not limited to,
damages for economic loss), loss andjudgment (1I1cluding, but not limited to costs and expenses
incidental thereto) of any kind or nature whatsoever.
"Estimate" is defined in Section 4.2 of this ~ent
"Excluded Services" is defined in Section 2.3 of this Agreement
"Facility" means the water supply facilities as defined in the Bac1cground to this Agreement and
further descn"bed 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 descn'bed 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
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 "Bot to this Agreement) úi respect of the
Facilities (the "Services").
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Section 2.2 - Performance of Services
a) OCW A sha1l 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 1Ì'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 specificaIly
excluded fi:om 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 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 sha1l 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 - Reportinl!
OCW A shaIl 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 or the Client
OCW A shall exonerate, indemnify and hold hannless the Client, its officers, employees
and agents from and against any and all Claims which may be suffered or incurred by, accrue
against or be charged to or recoverable from the Client that result solely from OCW A's
negligence or wilful misconduct when perfonning the Services. The Client shaH 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 wiH 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 shaIl 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 - RESPONSmlLrrn¡:S OF THE CLIENT
Section 3.1 - Reuresentations and Warranties or 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 perfonning 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 Authoriiations 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 Facilities.
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 and 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 Aereement
This Agreement shall begin on April 1 , 1998 and shall continue in effect for an initial
tenn of three years (the "Initial Tenn") and then shall be renewed for successive three year terms
unless tenninated 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 Tenn is $9,600 for
the Underwood Water Supply System! $13,450 for the Scott's Point Water Supply System.
Section 4.3 - Pavment of the Estimate
The Client shall pay OCWA the Estimate for the Initial Term, in twelve monthly
payments, in advance on the first day of each month. Each monthly payment shall be 5800.00/
$1,120.83. The first payment shaIl be due and payable on April I, 1997. Payment shall be made
by the Client by pre-authorized debit 1i'om an account designated by the Client.
Section 4.4 - Reconciliation of the Estimate and Actual Charees
At the end of each calendar year, OCW A will determine the actual charges for providing
the Services to the Client for that year (the "Actual Charges"). If the Estimate paid by the Client
for the year exceeds the Actual Charges, OCW A will pay the Client the difference within thirty
days of OCW A making the determination. If the Actual Charges exceed the Estimate paid by the
Client, the Client shaIl pay OCW A the difference within thirty days of OCW A making the
determination.
Section 4.5 - Other Charees
The Estimate, as reconciled with the Actual Charges, includes all charges associated with
providing the Services, except for the following:
(a) OCW A's Management Fee (as described in Section 4.6 below); and
(b) Unexpected Expenses (as described in Section 4.8 below).
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Section 4.6 - Manaeement Fee
(a) In addition to payment of the Estimate, as reconciled with the Actual Charges, the Client
shall also pay OCWA a fixed annual management fee of$I,200 for the Underwood,
Water Supply System! $1,700 for the Scott's Point Water Supply System (the
"Management Fee") for eve¡y year of the Initial Term. The Management Fee shall be
paid by the Client in twelve equal monthly instaIments at the same time and in the same
manner as the Estimate. '
(b) The Management Fee in any renewal tenn shall be as agreed by the Client and OCWA.
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 fÌ'Om 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 shaIl pay OCW A for the Unexpected Expenses immediately upon receipt of an
invoice fÌ'Om OCW A.
Section 4.8 - Interest on Late Payments
(a) "Prime Rate" means the rate of interest expressed as an annual percentage rate announced
fÌ'Om time to time by the Bank of MontreaI 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
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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 from the date
after payment is due.
Section 4.9 - Partial Pavment of Disputed Invoices
If the Client disputes any portion of an invoice, the Client shaIl nonetheless pay to
OCW A the undisputed portion of the invoice by the due date. If any additional amount is fina1ly
determined to be payable to OCW A, the Client shaIl pay OCW A the additional amount, plus
interest as provided above in Paragraph 4.8(c), within ten days from the date offina1
determination.
ARTICLE 5 - DISPUTE RESOLUTION
Section 5.1 - Arbitration
(a) Ifa dispute arises between the Client and OCWA 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 shaIl be appointed by OCW A. These two arbitrators shall appoint
a third, who shall chair the arbitration. The detennination of the sole arbitrator or the
arbitration panel, as applicable, shaIl be fina1 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 - TERMINATION
Section 6.1 - Termination of AlZreement
(a) At least twelve calendar months before the expiry of the Initial Term, the Client shaIl
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 unless:
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(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 6.2 - Termination and Transfer of Land
This Agreement shall only be terminated in accordance with Section 6.1 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 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 6.3 - Final Settlement
If OCW A ceases to operate and maintain the Facility, there shaIl 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.
Section 6.4 - Earlv Termination
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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 of such termination.
ARTICLE 7 - GENERAL
Section 7.1 - A2reement to Govern
If there is any inconsistency between this Agreement and any Schedule to this
Agreement, this Agreement shall govern.
Section 7.2 - Headin!!S
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 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 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 except for the provisions of any
Existing Agreements that remain in effect in accordance with Paragraphs 6. I (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.I(b) and (c) of this Agreement.
Section 7.4 - ProDOsal not Part of A2reement
OCW A's proposal to the Client to operate the Facility shall not form part of this
Agreement.
Section 7.5 - Amendments and Waivers
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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 governed 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 Assins
This Agreement shall enure to the benefit of and be binding upon, the parties hereto and
their successors and assigns.
Section 7.9 - Survival
All representations, warranties and indemnities given by each of the parties shall survive
indefinitely the termination of this Agreement.
Section 7.10 - Severabllitv
If any provision hereof or the application thereof to any person or circumstance shall be
invalid, illegal or unenforceable, the rema;n;f1g 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.II - 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 fÌ'om
time to time, together with the regulations made thereunder.
Section 7.12 - Notices
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Any notice, or other communication required or permitted to be given hereunder by either
party to this Agreement shall be in writing and shaIl be delivered in person, transmitted by fax or
sent by registered mail, addressed as follows:
(i) ifto the Client:
Township of Bruce,
RR 3,
Tiverton, Ontario
NOG 2TO
Attention: Clerk-Treasurer
Telephone:
Fax:
(519) 368-7066
(519) 368-5196
(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 shaIl 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 ofmamng 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 - Counteroarts
This Agreement may be executed in counterparts, each of which shall constitute an
original and all of which takentogethet shall constitute one and the same instrument.
Section 7.14 - Time oCthe Essence
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Time shall be of the essence in this Agreement
IN WITNESS WHEREOF the parties have duly executed this Agreement.
ONTARIO CLEAN WATER AGENCY
By:
(Authorized Signatory)
Date of Signing
By:
(Authorized Signatory)
Date of Signing
THE CORPORATION OF THE VILLAGE OF
TIVERTON
By:
Howard Ribey,
Reeve
Date of Signing
By:
Bob Waram,
Clerk-Treasurer
Date of Signing
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SCHEDULE A
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The Facilitv
Underwood Water Supply System
Part I. Description ofthe Facility
For the purposes of this agreement, the Facility is comprised of the following:
One well pumping station including chemical addition facilities, a water distribution system
including necessary valves.
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Part 2. Street Address of the Facility
The street address of the Facility is as follows:
Part 3. Diagram of Facility
- insert a Process Flow Diagram here
Scott's Point Water Supply System
Part I. Description of the Facility
For the purposes of this agreement, the Facility is comprised of the following:
One well pumping station including chemical addition facilities; a water treatment plant
complete with chemical addition, rapid sand filters, treated water storage, high lift pumping, and
filter backwash treatment and disposal; a water distribution system including necessary valves
and blow offs.
Part 2. Street Address of the Facility
The street address of the Facility is as follows:
Part 3. Diagram of Facility
- insert a Process Flow Diagram here
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SCHEDULE B
The Services
For the pllIposes 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):
I. ODeratinl! 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, OCW A will:
A. Water Treatment Plant
inspect process control equipment to ensure proper operation of chlorinators, pwnps, and
chemical feeders;
check station/plant to ensure that everything is in order (also taking routine readings);
operate pwnp controls and valve controls for pumping of all process streams;
load chemicals and water in a liquid feed tank; and
add sodium hypochlorite to feed tanks and check chlorine residual.
B. Water Distribution
open, exercise and flush water blow-offs annually, make repairs and paint where
necessary and winterize each faIl; and
inspect distribution system, visually for major leaks, exercise main distribution shut-off
valves and collect samples and monitor chlorine residual.
2. Dav-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:
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. CaDital ImDrovements
OCW A will record information on the fi: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
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OPtinùzatiOD and Compliuce of OoeratioD
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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, chemicals used, chlorine residuals;
checking chemical feed pumps, and performing routine calculations and evaluations and
detennining 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 fulfill the requirements of the
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 sub limit 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
darnl\ge 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.
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Ree:ulatorv Matters
OCW A will handle day-to-day regulatory reqtrirert1ents 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.
AIl OCW A staff at the Facility will be trained for the normal process operation and
maintenance of the Facility and will also receive training on how to deal with emergency
situations should they arise. Staffwill continue to receive training on an ongoing basis.
OCW A staffwiIl be available to provide 24 hour coverage at the Facility in the event of
emergencies.
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8. Emere:encv Situations and Safety
The Facility will prepare a contingency plan to deal with non-routine operational
situations and emergency situations such as spills, overflows, hydro interruptions and
equipment failure.
One of OCW A's safety officers will regularly inspect the Facility and provide ongoing
safety training to staff.
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SCHEDULE C
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The following services will!!Q1 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 ftom the property line to the building;
snow removal at plant, pumping stations and around hydrants;
foam swabbing and pigging watennains;
cost for non-routine sampling and lab analysis;
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:
ProoertvInsurance
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
$2,500 except earthquake and flood
Earthquake-$loo,OOOor3%;
Flood - $25,000
Property Insured: AIl 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 tlam'lse arising from an accident to scheduled
object in use or connected ready for use.
Objects: Boilers, Pressure Vessels (Excess of15 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
Comorehensive General LiabilitY Insurance
Coverage: Third party liability including legal fees, for property damage and/or
bodily injury as c¡¡used by negligence arising out of all operations of the
insured.
Limit: $10,000,000 per occurrence.
Deductible: $2,500