HomeMy WebLinkAbout17 176 Bruce Power L.P. Transfer of Title Agreement By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
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BY-LAW
NO. 2017 - 176
BEING A BY-LAW TO ENTER INTO A TRANSFER OF TITLE AGREEMENT
WITH BRUCE POWER L.P. FOR EMERGENCY NOTIFICATION SIRENS
WHEREAS the Municipal Act, 2001, S.O. 2001, c. 25 (the Act) Sections 8 and 9
(1) provide municipalities with the powers of a natural person to enable them to
govern their affairs as they consider appropriate under this or any other Act and
to enhance their ability to respond to municipal issues;
• AND WHEREAS Council, by Resolution #09/16/15-13, approved enteringinto an
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Emergency Alerting Sirens Agreement between Bruce Power and the
Municipality of Kincardine;
AND WHEREAS Bruce Power wishes to transfer title of certain emergency
notification sirens located in the Municipality of Kincardine and in the vicinity of
177 Tie Road, Tiverton, Ontario to the Municipality of Kincardine;
AND WHEREAS the transfer is intended to enable the Municipality of Kincardine,
on behalf of Bruce Power, to perform ongoing maintenance and repair of sirens
and all associated equipment to ensure each remains in a state of readiness;
AND WHEREAS Council deems it advisable to enter into a Transfer of Title
Agreement with Bruce Power L.P. for emergency notification sirens per Report
FD 2017-06;
NOW THEREFORE the Council of The Corporation of the Municipality of
Kincardine ENACTS as follows:
• 1. That The Corporation of the Municipality of Kincardine enter into a Transfer of
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Title Agreement with the Bruce Power L.P. for emergency notification sirens,
in accordance with the terms and conditions outlined in the agreement
attached hereto as Schedule 'A' and forming part of this by-law.
4. That the Mayor and Chief Administrative Officer be authorized and directed to
sign and execute, on behalf of The Corporation of the Municipality of
Kincardine, the agreement with Bruce Power L.P., attached hereto as
Schedule 'A', and to affix the corporate seal.
5. This by-law shall come into full force and effect upon its final passage.
6. This By-law may be cited as the "Bruce Power L.P. Transfer of Title
Agreement By-law".
READ a FIRST and SECOND TIME this 20th day of December, 2017.
READ a THIRD TIME and FINALLY PASSED this 20th day of December, 2017.
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Mayor Clerk
This is Schedule "A"to By-Law
No.a0iH-I- 9 passed the o)O day
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TRANSFER OF TITLE AGREEMENT
This agreement is dated January 24, 2018 ("Effective Date")
BETWEEN:
BRUCE POWER L.P.
-and-
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
RECITALS
I. Bruce Power wishes to transfer title of certain emergency notification sirens located in
the Municipality of Kincardine and in the vicinity of 177 Tie Road, Tiverton, Ontario.
II. The transfer is intended to enable the Municipality of Kincardine, on behalf of Bruce
Power, to perform ongoing maintenance and repair of the sirens and all associated
equipment to ensure each remains in a state of readiness.
III. The transfer of title of certain emergency notification sirens recognizes the partnership
between Bruce Power and the Municipality of Kincardine in ensuring timely emergency
notification of the residents in the immediate area of Bruce Power. The transfer does not
provide any substantial financial benefit to the Municipality of Kincardine.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to the terms set out herein.
ARTICLE 1
DEFINITIONS
1.1 The following definitions are applicable to the agreement:
(a) "Applicable Laws" means all applicable federal, provincial and municipal laws,
by-laws, codes, rules and regulations and all orders, orders-in-council, decisions,
injunctions, directives, rules and writs of any court, tribunal, arbitrator,
governmental authority, or other person having jurisdiction, including legally
enforceable policies and guidelines of any governmental authority having
jurisdiction.
(b) "Effective Date" is the date set out above as the effective date of this agreement.
(c) "Goods" means nine (9) SS2000+ alerting and notification sirens and two (2)
UltraVoice electronic siren controllers, all of which are manufactured by Federal
Signal Safety and Security Systems, and the computers, monitors and software to
operate the Goods.
(d) "Management Fee" is defined in section 2.2(d).
(e) "Repair Costs" is defined in section 2.2(a).
(f) "Siren Support Team" means a team comprised of representatives from Bruce
Power and Transferee.
(g) "Site" means any or all of the following, as the context requires:
(i) Inverhuron Provincial Park;
(ii) Inverhuron, corner of Wood Street and Cayle Street;
(iii) Concession Road 2,between Albert Street and Bruce Road 23;
(iv) Concession Road 4 at the Bruce Power Visitors' Centre;
(v) 1714 Concession Road 6;
(vi) Bruce Road 33 and Concession Road 8;
(vii) 1475 Concession Road 5, R.R. #5;
(viii) Scotts Point Road and Zepfs Drive; and
(ix) Institute Road, east of the boat launch.
(h) "Term" is defined in section 2.2(c).
(i) "Transferee" means the Corporation of the Municipality of Kincardine.
ARTICLE 2
TRANSFER OF GOODS
2.1 Transfer of Title
(a) Bruce Power transfers title to the Goods, free and clear of any and all liens or
encumbrances, to Transferee on the Effective Date.
(b) The Goods are transferred on an as-is, where-is basis and shall be installed at each
of the Sites.
2.2 Repair and Maintenance and Payment
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(a) Notwithstanding the transfer of title of the Goods in accordance with section 2.1,
Bruce Power will pay all reasonable and verifiable maintenance and repair costs
(the "Repair Costs") for the Goods to the extent incurred by Transferee.
(b) The Repair Costs include,but are not limited to:
(i) an annual maintenance contract for a contractor capable of maintaining
the Goods, including the software and the computers required to operate
the Goods, and associated monthly support fees and hourly service
charges;
(ii) costs associated with the maintenance of the Goods in a state of
readiness; and
(iii) cost of applicable insurance as determined by Transferee's insurance
provider.
(c) Transferee shall invoice Bruce Power for the Repair Costs plus a 5%
administrative fee applied annually until the earlier of:
(i) the end of life of the emergency notification system; and
(ii) termination of this agreement by mutual agreement and the transfer of
title to the Goods by Transferee to Bruce Power,
(together, the "Term").
(d) For the Term, Bruce Power shall pay and Transferee is entitled to be paid an
annual management fee of $1,500 ("Management Fee") in consideration for the
transfer of title to the Goods.
(e) By no later than December 31 of the then current calendar year, Transfee shall
submit an invoice for:
(i) all Repair Costs incurred in the course of the then current calendar year
plus the 5% administrative fee; and
(ii) the Management Fee,
to the Bruce Power single point of contact prescribed in Schedule "A" to this
agreement.
(f) Bruce Power shall issue payment for the Repair Costs (plus the 5% administrative
fee) and the Management Fee by no later than January 31St of the calendar year
immediately after the year in which the Repair Costs were incurred.
(g) Transferee is not responsible for the costs associated with the replacement of the
Goods, the removal of Goods that have reached end of life, or the updating or
replacement of related software and hardware. Bruce Power shall take such
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actions as are deemed reasonable by the parties to replace the Goods, remove end
of life Goods or update or replace associated hardware or software.
(h) The parties will meet annually to assess the condition of the emergency
notification system and prepare a replacement plan, in whole or in part, for the
emergency notification system.
(i) The parties will update and circulate, on an annual basis, a list of primary agency
contacts and two alternates who will be members of the Siren Support Team.
Upon mutual agreement, Schedule A to this agreement will be amended as
appropriate to reflect any changes in the Siren Support Team.
ARTICLE 3
COMPLIANCE WITH APPLICABLE LAW
3.1 General Compliance
Transferee shall comply with, and ensure compliance of its employees, agents and
subcontractors with Applicable Laws, including all Applicable Laws governing the
handling, maintenance, and operation of the Goods.
ARTICLE 4
ACKNOWLEDGMENT AND INDEMNITY
4.1 Transferee consents to and confirms the following:
(a) the Goods are transferred to Transferee on an "as is, where is" basis and Bruce
Power does not confirm or guarantee:
(i) that the Goods conform to any safety or pollution standard, or any other
applicable authority, statute or regulation;
(ii) that the Goods are free from defects and do not need any repairs; and
(iii) that the Goods are in a condition of utility and functionality.
4.2 Bruce Power shall at all times indemnify and save harmless Transferee from and against
all claims, demands, losses, costs, charges, actions and other proceedings made, brought
against, suffered by or imposed on Transferee or its property in respect of the transfer of
the Goods, including installation of the Goods on the Sites.
ARTICLE 5
INSURANCE
5.1 Bruce Power shall provide and maintain commercial general liability insurance in the
minimum amount of five million dollars ($5,000,000) with respect to the installation of
the Goods at the Sites during the term of this agreement and any extension thereof,
naming Transferee as an additional insured, and to provide a certificate evidencing the
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same, by no later than five (5) business days after the Effective Date and as may be
further required by Transferee. Such commercial general liability insurance shall include
provisions for cross-liability and severability of interests.
ARTICLE 6
GENERAL
6.1 Governing Law. This agreement is governed by the laws of Ontario and the laws of
Canada (without regard to any principles of conflicts of laws) and shall be treated in all
respects as an Ontario agreement.
6.2 Execution in Counterparts. This agreement may be validly executed and delivered in
counterparts and when each party has executed a counterpart, each of such counterparts
shall be deemed to be an original and all of such counterparts, when taken together, shall
constitute one and the same agreement. This agreement may also be executed by
facsimile or other electronic means of transmission.
6.3 Entire Agreement. This agreement constitutes the only terms governing the contractual
relationship between Bruce Power and Transferee in relation to the Goods.
6.4 Modification. This agreement may not be modified unless agreed to in writing by both
parties. Any consent by a party to, or waiver of a breach by the other, whether express or
implied, will not constitute a consent to or waiver of or excuse for any other different or
subsequent breach unless such waiver or consent is in writing and signed by the party
claimed to have waived or consented. Except as otherwise provided, no term or provision
of the agreement is deemed waived, and no breach is deemed excused.
6.5 Severability. If any part of the agreement is held to be unenforceable or invalid, it will be
severed from the rest of the agreement, which will continue in full force and effect.
The parties have executed this agreement by their duly authorized representatives.
BRUCE POWER L.P.by its General Partner, THE CORPORATION OF THE MUNICIPALITY
BRUCE POWER INC. OF KINCARDINE
By: // 1 By: 1
Name: Len Clewett Name:Anne Eadie
Title:EVP and Chief Nuclear Officer Title:Mayor,Municipality of Kincardine
By B •
Name: I rian Hilbers lame: Sharon Chambers
BRUCE POWER Title: Chief Legal Officer Title:Municipality of Kincardine
LAW DMS N
Approved Page 5 of 6
Date ����
Schedule A
Siren Support Team
Transferee
Primary Contact:
Frank Merkt
Tel: 519-396-2141 x 4
Email fmerkt@kincardine.net
Alternate Contacts:
Kent Padfield
Tel: 519-396-2141 x 3
Email: kpadfield@kincardine.net
Roxana Baumann
Tel: 519-396-3468 x7107
Email: rbaumann@kincardine.net
Bruce Power
Primary Contact:
Shawn Brent
Tel; 519-361-2673 x17509
Email: shawn.brent@brucepower.com
Alternate Contacts
Steve Thompson
Tel: 519-361-2673 x16380
Email: steve.thompson@brucepower.com
Jason Farrell
Tel: 519-361-2673 x16898
Email: Jason.farrell@brucepower.com
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