The URL can be used to link to this page

Home My WebLink About19 078 Baseload Power Corp. Memorandum of Understanding By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE KBT .,:IT':�fl��1 ,4/CYlALIIY OF KINCP;® BY-LAW NO. 2019 - 078 BEING A BY-LAW TO AUTHORIZE THE SIGNING OF MEMORANDUM OF UNDERSTANDING WITH BASELOAD POWER CORP. WHEREAS Sections 8 (1) and 9 of the said Municipal Act, provide that the powers of a municipality under this or any other Act shall be interpreted broadly so as to confer broad authority on the municipality to enable the municipality to govern its affairs as it considers appropriate and to enhance the municipality's ability to • respond to municipal issues and a municipality has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS the Municipality deems it advisable to enter into a Memorandum of Understanding with Baseload Power Corp.; 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 Memorandum of Understanding with Baseload Power Corp. regarding an electric vehicle charging station being located in a Municipally owned parking lot, attached hereto as Schedule 'A'. 2. That the Mayor and Chief Administrative Officer be hereby authorized to execute, on behalf of The Corporation of the Municipality of Kincardine, the Memorandum of Understanding with Baseload Power Corp. attached hereto as Schedule "A" and forming part of this By-law. • 3. This by-law shall come into full force and effect upon its final passage. 4. This by-law may be cited as the "Baseload Power Corp. Memorandum of Understanding By-law". READ a FIRST and SECOND TIME this 13th day of May, 2019. READ a THIRD TIME and FINALLY PASSED this 13th day of May, 2019. Mayor Clerk • This is Schedule "Z-1" to By-Law No.c20f3 passed the 13 day ofl"tO 2019 MEMORANDUM OF UNDERSTANDING This memorandum of understanding ("MOU") is made in the Municipality of Kincardine, on May 13, 2019("MOU Date"). By and between: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE located in Kincardine, represented by Mayor Anne Eadie and Chief Administrative Officer Sharon Chambers,hereinafter "MUNI"; and BASELOAD POWER CORP.located in Toronto, represented by Mr.Jonathan Sandler, President and CEO,hereinafter"BPC". • Hereinafter each referred to individually as the "Party"and collectively as the"Parties". WHEREAS, MUNI desires to have one (I) electric vehicle charging station(s) (the "EV Stations") located at the Davidson Centre or the Kincardine Municipal Airport MUNI owned parking lot(s) as specified in Exhibit"A" (the"Site(s)") WHEREAS, the amount of space each EV Station requires is equal to one parking spot plus approximately 3 square meters for the electrical charging related equipment; and WHEREAS,BPC desires to build,own and operate one(I) EV Station(s)located at the Site(s)and make an application to Natural Resources Canada("NRCan") to secure funding for such EV Station(s). WHEREAS, MUNI and BPC have entered into this MOU for the purpose of: a) confirming each Party's intent to enter into a long-term lease agreement that would provide BPC with the right to use land at the Site(s)to install,own and operate EV Station(s) in exchange for paying MUNI a share of the revenue earned from such EV Station(s) (the"Lease"); and b) setting out the key terms and conditions that would form the basis of such Lease. NOW THEREFORE, for good and valuable consideration including the benefits that the Parties will derive from this MOU and the transactions and covenants contemplated by the Lease,and other good and valuable consideration,the receipt and sufficiency of which consideration is hereby acknowledged, the Parties hereby agree as follows, Section I —Obligations of this MOU: The Parties acknowledge and agree that this MOU has been approved by MUNI council and the board of directors of BPC and is a binding agreement between the Parties to use good faith and commercially reasonable efforts to finalize and execute the Lease. The Parties acknowledge and agree that: (a) the terms and conditions of Section 2 of this MOU are to form the basis of the Lease;and (b) either Party may require that the final Lease receive final approval from MUNI council and/or from the board of directors of BPC. In the event the Parties are not able to finalize and execute the Lease prior to the earlier of: a) the date BPC is required to execute a funding agreement with NRCan for EV Station(s);and b) six(6) months after the MOU Date; this MOU shall terminate without cause and this MOU shall be null and void and neither Party shall have any further obligations or liability to the other for any costs or expenses associated with this MOU or the EV Station(s). Section 2—Terms of the Lease: The Parties agree that the Lease shall contain the following terms and conditions: i (a) MUNI shall provide BPC the right to install, own and operate at least one (I) EV Station(s) at the Site(s)for a period of at least 20 years,where such period shall commence at the execution of the Lease(the TERM); (b) The Site(s) and the number of EV Station(s) to be located at each Site shall be subject to MUNI's approval; (c) MUNI shall provide BPC,at its sole cost and expense,the right to keep the Site clear of snow and debris and accessible to the public at all times during the Term of the Lease; (d) BPC shall be fully responsible for any and all costs and expenses associated with the installation, ownership, operations, maintenance, repair and replacement of the EV Station(s); (e) MUNI shall not be responsible for any costs associated with any EV Station; (f) BPC shall ensure that each EV Station has its own meter,separate and distinct from any other meter owned by the MUNI at each Site and BPC shall pay for all costs associated with each EV Station's consumption and delivery of electricity; (g) BPC shall ensure that EV Station(s)are connected to a cellular network that will: i. allow electric vehicle drivers to locate EV Station(s)and identify if its available; ii. allow for electric vehicle drivers to pay to use the EV Station using standard remote payment options; iii. provide electric vehicle drivers with a 24/7 link and phone number for all troubleshooting needs; iv. collect, organize, summarize and store all charging and non-privacy protected customer data to be shared with MUNI and Natural Resources Canada; (h) BPC shall put in place and pay for appropriate liability and property insurance for each EV Station and shall indemnify,defend and hold the MUNI,including its officials,officers,directors, employees, agents, affiliates and representatives (collectively the "Indemnified Parties"), harmless against any and all claims, demands, costs, penalties, fines, fees, damages and causes of action, including, without limitation, proprietary or personal injury (including death) that arise from, either directly or indirectly, or relate to, any act or omission of BPC, its officials, directors, officers, employees, agents, affiliates, sub-contractors, and other representatives, in connection with BPC's obligations pursuant to the Agreement and the installation, ownership and operation of the EV Station(s),except to the extent that same was caused by the negligence or willful misconduct of the Indemnified Parties. (i) BPC shall pay MUNI an annual rent at the end of each calendar year equal to: i. 3%of the first$200,000 of net revenue earned over life of each EV Station; ii. 5%of the next$200,000 of net revenue earned over life of each EV Station; and iii. 10% of all net revenues above $400,000 of net revenue earned over life of each EV Station. (j) The location and size of any and all signs used in conjunction with each EV Station at each Site shall be subject to the approval of the MUNI, acting reasonably; (k) At the end of the Term of the Lease, BPC shall be solely responsible for any and all decommissioning and site restoration costs associated with each EV Station; (I) MUNI,applying commercially reasonable efforts, shall not act in a manner that may jeopardize the success of the EV Station(s). The remainder of this page is intentionally left blank. 2 IN WITNESS WHEREOF,this MOU has been executed by duly authorized representatives of the Parties to become effective as of the MOU Date. BASELOAD PO ER COR ) By: r,1 ` W By. me:Jonat an Sandie ame:Anne Eadie Title: President Title: Mayor I have the authority to bind the corporation I have authority to bind the Municipality B ame: Sharon Chambers Title: Chief Administrative Officer I have the authority to bind the Municipality Exhibit"A" Site#I:Davidson Centre Site#2:Kincardine Municipal Airport 3