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HomeMy WebLinkAbout20 004 W.E. Thompson Public School (Bruce Power L.P.) Licence Agreement Amendment (4) By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE ? `w r _ *o 1 i "�",C,Plurrof Kmu1 BY-LAW NO. 2020 - 004 BEING A BY-LAW TO AMEND BY-LAW NO. 2006 — 006; BEING A BY-LAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT WITH AMEC NNC CANADA LTD. FOR THE USE OF 705 PRINCES STREET WHEREAS Sections 8 (1) and 9 of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, 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 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 with the passing of By-law No. 2006 - 006 the Council of The Corporation of the Municipality of Kincardine entered into an agreement with AMEC NNC Canada Limited to grant an exclusive licence to use the site of the former W.E. Thompson Public School, located at 705 Princes Street; AND WHEREAS with the passing of By-law No. 2008 - 086 the said agreement, formerly with AMEC NNC, was assigned to Bruce Power A. L.P. and was subsequently amended by Resolution #12/06/09 — 08, By-law No. 2013-009 and By-law No. 2017-123; AND WHEREAS Council deems it advisable to amend the said agreement with Bruce Power A L.P. (now Bruce Power L.P.); NOW THEREFORE the Council of The Corporation of the Municipality of • Kincardine ENACTS as follows: 1. That Appendix "A" of Schedule "A" of By-Law No. 2006 - 006 be amended as outlined in the attached Schedule "A". 2. That the Mayor and Chief Administrative Officer be authorized and directed to execute, on behalf of The Corporation of the Municipality of Kincardine the amended agreement attached hereto as Schedule "A". 3. That this by-law shall come into full force and effect upon its final passage. 4. That this by-law may be cited as the "W.E. Thompson Public School (Bruce Power L.P.) Licence Agreement Amendment (4) By-law ". READ a FIRST and SECOND TIME this 13th day of January, 2020. READ a THIRD TIME and FINALLY PASSED this 13th day of January, 2020. Mayor Clerk Ne. '4 passed the 13 1day of 3-611L01\I 20 ab Page 1 of 2 W.E. Thompson Public School (Bruce Power L.P.) Licence Agreement By-law This AGREEMENT made this day of January 2020. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE Hereinafter called the "Municipality" of the First Part -and- BRUCE POWER L.P. Hereinafter called the "Bruce Power" Of the Second Part WHEREAS the Municipality is the owner of the site of the former W.E. Thompson Public School, which is municipally known as 705 Princes Street, Kincardine, Ontario; AND WHEREAS with the passing of By-law No. 2006 - 006 the Council of The Corporation of the Municipality of Kincardine entered into an agreement with AMEC MCC Canada Limited. to grant an exclusive licence to use the site of the former W.E. Thompson Public School, located at 705 Princes Street; AND WHEREAS with the passing of By- law No. 2008 - 086 the said agreement, formerly with AMEC NCC, was assigned to Bruce Power A.L.P. and was subsequently amended and restated by By-law No. 2013 - 009; AND WHEREAS with the passage of By-law No. 2017 - 123, Appendix "A" of Schedule "A", the Provision of Services, of the above noted agreement was amended; AND WHEREAS with the passage of By-law No. 2019 - 141 the Municipality entered into an amended and restated licence agreement to extend the initial term of the above noted agreement; AND WHEREAS the Municipality and Bruce Power wish to amend Appendix "A", of Schedule "A", Provision of Services, of the above noted agreement, to reflect updated fees; NOW THEREFORE THIS AGREEMENT WITNESSETH THAT the parties hereto agree as follows: 1. That Appendix "A" of Schedule "A" of By-law No. 2006 - 006 as amended by By-law No. 2017 - 123 be repealed and replaced with the attached Appendix "A". Page 2 of 2 In Witness Whereof the parties hereto have signed under the hands of their proper officers duly authorized in that behalf. The Corporation of the Municipality of Kincardine - _ ' . , Date: ,c�-"l� . 3 20 20 Mayor, An* Eadi Date: ji b 20,Zv hief A dministrative Officer, Sharon Chambers ( We have the authority to bind the Corporation Bru BRUCE POWER INC. Date: January 15,2020 Nam:: James S ongack Title: EVP,Corporate Affairs&Operational Services Date: January 15,2020 Name':rian Hilbers Title: Chief Risk Officer&VP, Business Strategy We have the authority to bind the Corporation Katie KpPlante Approved 2020.01.1 5 09:15:46 -05'00' "APPENDIX "A" PROVISION OFSERVICES 1 . SERVICES Throughout the Term, Municipality of Kincardine (or a third party service provider engaged by the Municipality of Kincardine (each, a "Service Provider" and, collectively, the "Service Providers") shall provide Bruce Power with all services commonly provided by providers of the facilities services contemplated herein, to manage and maintain the Property including, without limitation, arranging for and supervising all of the services listed in this section or otherwise included or referred to in this Appendix (collectively, the "Services"). The Service Providers shall provide the Services in compliance with the Second Amended Agreement and Applicable Law. In addition, the Service Providers shall provide the Services using the care, diligence and skill of a prudent and qualified manager of a property of similar size and condition to that of the Property and in keeping with the image and reputation of Bruce Power. Notwithstanding that the Services may be provided by third party service providers, as between Municipality of Kincardine and Bruce Power, the Municipality shall be primarily responsible for the provision of the Services and shall be responsible for the acts and omissions of all Service Providers it engages to provide any Services. For clarity, at all times the Service Providers shall be contractors of the Municipality of Kincardine, and not Bruce Power, and Municipality of Kincardine shall be acting in all respects as principal and not as agent of Bruce Power in connection with the Service Providers. The retention of Service Providers by Municipality of Kincardine shall not relieve Municipality of Kincardine of any of its obligations to Bruce Power under this exclusive license. The Services shall include: (i) Facilities management services including but not limited to: a) providing vending services as requested by Bruce Power; b) classroom set-up as requested via an agreed-to process; c) directing the work of facilities staff; d) performing all required maintenance of the Property and ensuring that all maintenance work is performed in compliance with Applicable Law; e) planning, organization and direction of the work of professional building managers assigned, if any; f) planning and determination of work programs and schedules for the maintenance of the Premises that, for clarity, does not include planning and work programs related to training which shall be Bruce Power prerogative g) evaluation of the work performance of staff; h) investigation and taking prompt and necessary action to resolve problems involving issues, conflicts, building defects and other problems raised by Bruce Power; i) provision of all repairs including electrical and mechanical; j) handling of emergency repairs to protect property; and (ii) Without limiting the generality of any of the other provisions of this Appendix, the Municipality of Kincardine itself or using a Service Provider shall: a) provide, manage and maintain the Property in a clean, tidy and safe condition; b) adequately heat the facility and adequately cool the facility so as to provide a comfortable environment for all occupants; c) keep all interior and exterior areas of the Building in a neat and clean condition; d) keep landscaping of the Property in good order, including the south alleyway and the portion of the Property along Russell Street in order to permit it to be used as an extension of Victoria Park; and e) promptly remove snow and ice from walkways, driveways and parking areas of the Property and sand those areas as necessary. 2. FEES The annual fee payable to Municipality of Kincardine by Bruce Power for the administration of Services (whether provided by Landlord or a Services Provider) is, an annual fixed fee of $8,494.24 (the "Services Administration Fee"). The Services Administration Fee shall be the total compensation the Landlord is entitled to in connection with the administration of the Services and is inclusive of all overhead, profit margins and other mark-ups of the Landlord. The Services Administration Fee will be adjusted annually January 1st, starting in January 2021 , by CPI Ontario all items with 2020 as the base year calculated from November to November. Any other costs including consumables that Bruce Power has agreed to pay or reimburse Municipality of Kincardine for, before the expenditure is made, ("Other Costs") will be billed at cost with no mark up. The annual fee payable to Municipality of Kincardine by Bruce Power for the Services (whether provided by Landlord or a Services Provider) is, an annual fixed fee of $80,124.00 exclusive of HST (the "Services Fee"). The Services Fee will be increased annually January 1st starting in January 2021 by 2%. The Services Fee shall be the total compensation the Landlord is entitled to in connection with the provision of the Services and is inclusive of all overhead, profit margins and other mark-ups of the Landlord. The Municipality of Kincardine shall invoice Bruce Power using equal monthly billings based on estimated annual costs. At the end of the calendar year, the Municipality shall determine the actual costs and will either refund any overpayments or invoice any undercharges back to Bruce Power. All invoices must be paid within thirty days after receipt of the invoice. Any leasehold improvements requested by Bruce Power and administered by the Municipality of Kincardine will be the contractors invoice plus a 5% administration fee which shall be applied to the cost net of any HST or other applicable Taxes thereon and will be billed on completion and acceptance of the work by Bruce Power. 3. SUPERVISION The Municipality of Kincardine or the Service Provider shall employ, discharge, supervise and pay all employees or contractors for the efficient rendering of the Services. The selection of persons who will perform the Services from time to time shall be at the discretion of Municipality of Kincardine, provided that the Services will be delivered using only suitable, qualified and experienced personnel who possess a standard of professional competence and thoroughness normally exercised by persons providing facilities services similar to the Services; and, all Services shall be provided or arranged by or on behalf of the Municipality of Kincardine. Notwithstanding the foregoing and subject to any other rights of Bruce Power under this exclusive licence, if any Service Provider fails to provide any of the Services in accordance with this exclusive licence and continues to do so after Notice of such failure is given to Municipality of Kincardine, the Municipality of Kincardine will replace such Service Provider. For clarity, all individuals performing Services shall be employees of the Municipality of Kincardine or a Service Provider, as applicable, and shall not for any purpose be considered as employees of Bruce Power. The Municipality of Kincardine shall ensure that it and all Service Providers promptly remit all employee source deductions and maintain all workers compensation payments up to date and in good standing and follow all other applicable laws. Municipality of Kincardine shall indemnify, and save Bruce Power harmless from all claims that any such employee is an employee of Bruce Power or that arise as a result of it or a Service Provider failing to remit source deductions or keep workers compensation payments up to date as provided in this Appendix A. 4. ADMINISTRATION: Facility Staffing- included in the Services Fee and as part of the Services, the Municipality of Kincardine or a Service Provider shall provide, or arrange for the provision of staff to provide a facilities manager in respect of the Property. Such staff shall be required to be on-site within 30 minutes of a request to do so. 5. BUSINESS HOURS: Bruce Power anticipates that most of its actual use of the Building and Property will occur during Business Hours. If Bruce Power determines to use the Building and or Property during non- business hours, Bruce Power will give reasonable prior notice (which includes for the purposes of this section, oral notice) to the Municipality of Kincardine or to the Service Provider's representative or if they are not available, Notice will be given to any other employee of the Municipality of Kincardine or the Service Provider at the Property. Upon receipt of such Notice, the Municipality of Kincardine or the Service Provider shall take commercially reasonable steps necessary to provide those Services necessary to accommodate Bruce Power's non-business hours use. The Municipality of Kincardine or the Service Provider shall invoice Bruce Power for any additional staff costs associated with providing such Services during non-business hours at premium rates. 6. DISPUTED INVOICES: If Bruce Power disputes any invoiced amount, or any portion of an invoiced amount it shall provide the Municipality of Kincardine with a written explanation for the disputed amount within 20 days of receipt of the invoice. Bruce Power shall pay all undisputed invoiced amounts within thirty (30) days of its receipt of the invoice and all disputed invoiced amounts within fifteen(15) days of the date of resolution of the disputed amount. If there is no resolution between the parties with respect to a disputed invoice within forty-five (45) days of receipt by Bruce Power of the invoice, either party shall be entitled to seek recourse pursuant to an agreed upon dispute resolution process. 7. AUDIT: The Municipality of Kincardine shall keep (and shall cause all Service Providers to keep) full and adequate books of accounts and other records reflecting all transactions relating to services provided or any other amounts payable by Bruce Power to the Municipality of Kincardine under this Second Amended Agreement ("Records"). Records shall be maintained in accordance with appropriate accounting principles consistently applied; in sufficient detail to facilitate adequate audit and review thereof; and shall be maintained as a prudent property or facilities manager would keep. Bruce Power shall have the right to audit the Records by giving two weeks prior notice and the audit will be conducted during Business Hours. Audits, if any, will focus on the payment or reimbursement of expenses billed to Bruce Power, and/or documents relevant to disputed invoices. 8. REQUIRED TASKS Note: Although some overlap with Business Hours is acceptable- most of the cleaning and maintenance work is best done when the building and classrooms are not in use (e.g., early mornings and/or late afternoon/evenings). Cleaning/maintenance supplies, custodial/grounds equipment and other consumables such as toilet paper, paper towels, hand soap will be supplied by the Municipality of Kincardine or the Service Provider and invoiced to Bruce Power. A. DAILY TASKS CHECK CLASSROOMS/MEETING ROOMS • Vacuum floor & chairs if required • Wipe tables, as required • Empty garbage • Lock doors ALL OFFICES • Empty garbage and recycling • Lock doors ALL KITCHENS/LUNCHROOM • Empty garbage and recycling • Supply paper towels/soap as needed • Restock napkins, plastic cutlery, salt & pepper, coffee supplies (e.g. cups, stir sticks, tea bags, sugar), etc.; put out milkettes/creamers in morning and put in fridge in evening; advise tenant when such supplies reach re-order level • Dry/wet mop floor or vacuum (if needed) •Wipe tables &counters, disinfect sink • Clean appliances outside & inside (including toasters and microwaves) ALL WASHROOMS • Empty garbage • Check towels, soap, toilet paper and supply as needed • Clean toilets, urinals, shower, sink, mirrors, stall partitions & mop floor if needed BUILDING •All garbage placed in dumpster; recyclables in appropriate bins and corrugated cardboard disposed of weekly • Check lights/stairwells &floors for flies/bugs-vacuum as needed • Dry/wet mop entrance &halls (as needed) •Check water coolers are full and check cups-re-supply as needed •Vacuum entry mats and ramp as needed • Check windows closed & latched • Check Overhead doors closed & locked • Check light bulbs/fixtures working • Check heat/cooling temps; thermostats set appropriately • Check for broken chairs &tables, repair or identify for replacement as needed • Check lights/stairwells &floors for flies/bugs-vacuum as needed • Mop entrance & halls (as needed) • Set alarm. Bypass if necessary • Check heat/cooling temps • Ensure electrical rooms locked • Ensure all work material is stored appropriately •Secure and close building, check all interior security - sensored doors and exterior doors closed and locked, set alarm B. WEEKLY TASKS ALL OFFICES/MEETING ROOMS • Vacuum offices and meeting rooms ALL KITCHENS/LUNCHROOM • Clean coffee station • Wipe chairs • Disinfect sinks and thoroughly clean counters BUILDING • Check outside/sign/lights; exit lights (replace bulbs as needed) • Re-cycle material put out (for municipal collection per Municipality schedule) • Check heaters and provide a service report (Sept.-May) • Visual check on thermostats to ensure working • Check thermostats in mechanical room • Clean windows & sills, clean glass in doors and entryways C. MONTHLY TASKS ALL OFFICES • Thorough cleaning of offices, including: notify staff cleaning &request move stuff on floor& clear desk as much as possible. Clean & remove any marks on entire desk area, clean any items left on desk, clean computer, dust shelves, wipe down any tables, cabinets, other furniture, heater, radiators, clean chairs, clean inside &outside window, window sills, clean boot mat BUILDING • Clean boot mats • Wipe lockers, cabinets, coat racks, other surfaces • Inspect all Emergency Lights & Date of Inspection marked on card. Submit form to front office • Inspection of All Fire Extinguishers & Date of Inspection marked on card • Check all heating & cooling equipment including filters & any cleaning needed, and provide a report of such service • Inspection/Maintenance of UVEX Lens Cleaning Station & eye washing station • Update list of contents in Flammable Cabinet-if applicable • Rinse out garbage and recycle bins KITCHENS • Wipe out cupboards • Clean all fridges inside and out • Remove gum from bottom of tables and chairs CLASSROOMS / MEETING ROOMS • Thorough cleaning of classrooms including notifying staff of cleaning & request move stuff on floors &tables as much as possible. Clean & remove any marks on tables, clean computer, dust shelves, disinfect tables, chairs, phones, clean inside&outside window, window sills, shelves, etc • Remove gum from bottom of tables and chairs D. SPRING AND/OR FALL • Annual Outdoor Inspection and report in the Spring • Arrange to have exterior upper windows cleaned spring & fall • Clean all inside windows spring & fall • Arrange HVAC inspection spring/fall E. AS REQUIRED TASKS • Clean windows &sills, clean glass in entryways • Pest Control • Arrange for Carpets to be cleaned • Arrange for pest control • Clean water coolers • Sweep Floor in the building • Ground Maintenance including grass cutting, weeding, (maintained as per the lawn care standards in the Municipality of Kincardine's Turf Management Policy for High Profile Locations), raking, gardening, tree trimming, mulching, etc. • Areas around propane tanks/air conditioning units kept clear • Clear all entrances & emergency exits, including snow removal • Snow and Ice removal and control. Provide equipment and operators to safely remove snow and apply sand and salt on the Property. Application of sand and salt shall be in agreement with the Applicable Law as it pertains to the environment. Areas of application include roads, parking lots and designated paths/walkways. Application of sand and salt shall be spread appropriately to keep parking lots, slopes, roads and walkways from freezing and creating slipping hazards. Ploughs and equipment shall be dispatched via Landlord typically when the snow accumulation reaches 7.5 em (3") during a single winter event on Property. Ice /road conditions will be salted and sanded at discretion of the Landlord. All snow clearing, salting, sanding and other work as contemplated in this item will be completed 30 minutes prior to the start of Business Hours or Reduced Hours as applicable. • Remove snow off entry roofs • Power wash entry roofs and siding • Order cleaning and equipment supplies • Make and post signs on defective equipment and report to facility manager • Routine or emergent Building Maintenance OUTSIDE/GROUNDS • Pickup garbage, litter and debris from parking lot and grounds • Empty cigarette disposal containers