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HomeMy WebLinkAboutBy-law No. 2022-004THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2022-004 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN INTERMUNICIPAL AGREEMENT FOR JOINT OWNERSHIP OF FIRE COMMUNICATION EQUIPMENT BETWEEN THE CORPORATION OF THE MUNICIPALITY OF BAYHAM AND THE CORPORATION OF THE TOWN OF AYLMER THE CORPORATION OF THE MUNICIPALITY OF CENTRAL ELGIN THE CORPORATION OF THE MUNICIPALITY OF DUTTON/DUNWICH THE CORPORATION OF THE TOWNSHIP OF MALAHIDE THE CORPORATION OF THE TOWNSHIP OF SOUTHWOLD THE CORPORATION OF THE MUNICIPALITY OF WEST ELGIN WHEREAS the Council of the Corporation of the Municipality of Bayham is desirous of entering into an agreement with The Corporation of the Town of Aylmer, The Corporation of the Municipality of Central Elgin, The Corporation of the Municipality of Dutton/Dunwich, The Corporation of the Township of Malahide, The Corporation of the Township of Southwold and The Corporation of the Municipality of West Elgin for joint ownership of fire communication equipment; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: THAT the Mayor and Clerk be and are hereby authorized to execute the Agreement attached hereto as Schedule "A" and forming part of this by-law between The Corporation of the Municipality of Bayham, The Corporation of the Town of Aylmer, The Corporation of the Municipality of Central Elgin, The Corporation of the Municipality of Dutton/Dunwich, The Corporation of the Township of Malahide, The Corporation of the Township of Southwold and The Corporation of the Municipality of West Elgin; 2. AND THAT this by-law shall come into full force and effect upon final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 6th DAY OF JANUARY, 2022. MAYOR LERK INTERMUNICIPAL AGREEMENT FOR JOINT OWNERSHIP OF FIRE COMMUNICATION EQUIPMENT THIS AGREEMENT made this 13th day of December, 2021 BETWEEN: THE CORPORATION OF THE TOWN OF AYLMER (Hereinafter referred to as "Aylmer") OF THE FIRST PART -and— THE CORPORATION OF THE MUNICIPALITY OF BAYHAM (Hereinafter referred to as "Bayham") OF THE SECOND PART -and— THE CORPORATION OF THE MUNICIPALITY OF CENTRAL ELGIN (Hereinafter referred to as "Central Elgin") OF THE THIRD PART -and— THE CORPORATION OF THE MUNICIPALITY OF DUTTON/DUNWICH (Hereinafter referred to as "Dutton/Dunwich") OF THE FOURTH PART -and— THE CORPORATION OF THE TOWNSHIP OF MALAHIDE (Hereinafter referred to as "Malahide") OF THE FIFTH PART - and — THE CORPORATION OF THE TOWNSHIP OF SOUTHWOLD (Hereinafter referred to as "Southwold") OF THE SIXTH PART -and— THE CORPORATION OF THE MUNICIPALITY OF WEST ELGIN (Hereinafter referred to as "West Elgin") OF THE SEVENTH PART WHEREAS the Parties hereto are lower tier municipalities within the territorial lirnits of the County of Elgin in the Province of Ontario; AND WHEREAS in satisfaction and/or fulfilment of their respective statutory jurisdiction and including but not limited to those powers set forth in the Municipal Act, 2001, S.Q. 2001, c. 25, as amended, and Fire Protection and Promotion Act, 1997, S.O. 1997, c. 4, as amended, the Parties hereto provide firefighting and fire promotion and protection services within their respective territorial limits; AND WHEREAS the Parties hereto, as a previous joint initiative, purchased, erected, and installed and operated, and continue to operate, a radio communication and paging system for, among other things, dispatch of firefighting personnel and equipment to locations within their territorial limits and elsewhere within the territorial limits of Elgin County, which system is commonly referred to as the "Elgin Fire Communication System"; AND WHEREAS the Parties hereto have reached consensus in respect of various issues relating to such radio communication and paging system, including but not limited as to joint ownership of equipment and shared responsibility for costs and expenses, including those relating to insurance and maintenance, and now wish to reduce the terms of that consensus to writing; AND WHEREAS the Municipal Act, 2001, S.O. 2001, c. 25, as amended, authorizes each of the Parties hereto to enter into an Agreement with each of the other Parties hereto for their joint benefit and in respect of any matter or matters which all Parties thereto have the power to provide within their respective territorial limits; NOW THEREFORE, in consideration of the sum of ONE DOLLAR ($1.00) now paid by each Party hereto to all other Parties hereto and other good and valuable consideration, including but not limited to the mutual covenants hereinafter contained, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties hereto acknowledge and/or agree as follows: 1.0 Term 1.1. This Agreement shall commence on January 1, 2022, and, subject to the termination provisions set out in section 1.2 below, shall continue in full force and effect until December 31, 2022, at which date it shall automatically renew for a term of one year. At the expiration of the one-year renewal term, and in each successive one-year renewal term thereafter, this Agreement shall continue to renew automatically for an additional one-year term subject to the termination rights set out in section 1.2, below. 1.2 Any Party hereto may terminate this Agreement at the end of a one-year renewal term, thereby preventing the autornatic renewal provided for in section 1.1, by providing at least one hundred and twenty (120) days written notice to all other Parties. At the end of the in -force renewal period, this Agreement shall become null and void unless the remaining Parties hereto execute an Amending Agreement confirming their consensus to continue to be bound by the terms of this Agreement or any renewal or extension thereof and otherwise implementing any revisions necessitated by the withdrawal of the said terminating Party. 2.0 Acknowledgement of Ownership 2.1 The Parties hereto acknowledge and agree that the communication and paging equipment, including the location and original cost thereof, that is the subject matter of this Agreement is set forth in Schedule "A" hereto. 2.2 The Parties hereto further acknowledge and agree that all communication and paging equipment as set forth in Schedule "A" hereto are owned jointly by the Parties hereto but that, for purposes of valuation, insurance, and risk management, all Parties hereto are deemed to own one -seventh (1/7) of the total value of such equipment. 2.3 With regard to the communication and paging equipment set forth in Schedule "A" hereto, the Parties hereby agree that in the event that there are any equipment additions, deletions, changes or replacements that require revisions to Schedule "A", that the Fire Chief of the Party where the addition, deletion, change or replacement to equipment is situated shall: 2.3.1 Revise Schedule "A" to reflect the added, deleted, changed or replaced equipment; 2.3.2 Circulate the revised Schedule "A" to all other Parties pursuant to the Notice provision of this Agreement; Upon receipt of the revised Schedule "A", each other Party shall have fifteen (15) days to provide written notice of any dispute to the revisions to the other Parties. If no such written dispute is made then the revised Schedule "A" shall be deemed to be the in -force Schedule "A" to this Agreement. Where a notice disputing the revisions is made by any Party, the existing Schedule "A" shall remain in force and effect until the dispute is resolved. All Parties hereby agree to use their best efforts to resolve any disputes. 2.4 The Council of each party hereby delegates authority to the CAO and Fire Chief, acting jointly, to amend or replace Schedule "A" to this agreement administratively, and/or to accept an amended or replaced Schedule "A" administratively. 3.0 Statement of Joint Responsibility for Costs and Expenses 3.1 The Parties hereto acknowledge and agree that, as a general principle and commitment, each Party hereto is ultimately responsible for one -seventh (1/7) of any and all costs and expenses, whether direct, indirect, or consequential, attributable to, incurred in respect of, or associated with the communication and paging equipment set forth in Schedule "A" hereto and/or the Elgin Fire Communication System resulting therefrom, including but not limited to those costs and expenses specifically related to maintenance and system support and insurance as set forth below. 4.0 Maintenance and Technical Support 4.1 The Parties hereto acknowledge and agree that the communication and paging equipment which is the subject of this Agreement and as set forth in Schedule "A" hereto shall be maintained and receive technical support pursuant to a written agreement between BearCom Canada Corp. and The Corporation of the Municipality of Central Elgin (as represented by the Director of Fire Rescue ServiceslFire Chief) (hereinafter "Central Elgin"), which agreement is entitled "System Support Agreement for Elgin Fire Communication System" and is dated December 1, 2021, 4.2 The Parties hereto hereby endorse the said System Support Agreement for Elgin Fire Communication System attached as Schedule "A" hereto and agree to be bound by the terms and conditions thereof through The Corporation of the Municipality of Central Elgin. 4.3 The Parties hereto agree that, on behalf of all Parties hereto, Central Elgin shall pay any invoice issued by BearCom Canada Corp. pursuant to the said System Support Agreement and that Central Elgin shall thereafter invoice each of the other Parties hereto in an amount equal to one -seventh (1/7) of the amount of such invoice issued by and as paid to BearCom Canada Corp., which invoice each Party hereto shall pay to Central Elgin within thirty (30) days Of issuance. 4.4 The Parties hereto further agree that, on behalf of all Parties hereto, that prior to the expiration of the term of the System Support Agreement, Central Elgin is delegated the authority to negotiate a new or renewed system support agreement with any competent service support provider. Prior to Central Elgin entering into a new or renewed system support agreement on behalf of all of the Parties, the following process shall be followed: 4.4.1 Central Elgin will provide a copy of the proposed new or renewed system support agreement to all other Parties no less than ninety (90) days prior to the expiration of the existing System Support Agreement; 4.4.2 Any Party objecting to any element of the proposed new or renewed system support agreement shall provide its objection to the other Parties within fourteen (14) days of receipt of the proposed new or renewed system support agreement. 4.4.3 If no objection is received then the Parties hereby agree that Central Elgin may, on behalf of all the Parties, execute the proposed new or renewed system support agreement. 4.4.4 If an objection is received then the Parties shall use their best efforts to resolve the dispute amicably. In the event that the dispute cannot be resolved, then any Party that does not wish to be bound by the new System Support Agreement shall be deemed to have served notice of termination pursuant to section 1.2 of this Agreement. 4.5 The Council of each party hereby delegates authority to its respective CAO the authority accept or reject any new or renewed system support agreement, being Schedule "A" to this Agreement, administratively. 5.0 Insurance 5.1 The Parties hereto agree that, throughout the Term of this Agreement and while a Party hereto, The Corporation of the Town of Aylmer ("Aylmer") shall secure, maintain, and keep in full force and effect, including but not limited to payment of all applicable premiums, comprehensive property insurance coverage in respect of the communication and paging equipment set forth in Schedule "A" hereto, including but not limited to property coverages of no less than $700,000.00 per incident, as issued by a reputable insurance carrier carrying on business in the Province of Ontario; provided that any and all such property insurance coverages as secured, maintained, and kept by Aylmer shall at all times name each other Party hereto as an additional insured thereunder. Further, Aylmer shall be responsible for providing insurer of the policy herein described with any revised Schedule "A" following the process set out in section 2.3. 5.2 The Parties hereto acknowledge and agree that, notwithstanding the securing, maintaining, and keeping of insurance coverages by Aylmer as set forth immediately above, it is the intention that all costs and expenses associated with such property coverages, whether direct or indirect and including but not limited to premiums and premium increases as a result of claims made, shall be shared equally by the Parties hereto and that each Party hereto shall be responsible for one -seventh (1/7) of all such property insurance costs and expenses. In keeping with that commitment, the Parties hereto agree that, in the first instance, Aylmer shall pay any and all applicable costs and expenses attributable to and associated with the said property insurance coverages and, at its discretion as to timing, it shall issue and deliver invoices to each of the other Parties hereto in an amount equal to one -seventh (1/7) of such cost and/or expense, which invoice each Party hereto shall pay to Aylmer within thirty (30) days of issuance. 5.3 In addition to the commitments and agreements set forth in sections 5.1 and 4.2 above, the Parties hereto agree that, throughout the Term of this Agreement and its own cost and expense, each Party hereto shall also secure, maintain, and keep in full force and effect, including but not limited to payment of all applicable premiums, comprehensive general liability coverages of no less than $10,000,000.00 per incident and relating to ownership and/or use of the communication and paging equipment as well as the obligations otherwise set forth herein; provided that each such liability insurance coverages as secured, maintain, and kept by each Party hereto shall name all other Parties hereto as additional insureds in respect of such insured perils. 6.0 Indemnity 6.1 Notwithstanding and in conjunction with that set forth in section 5.0 above in relation to securing, maintaining, and keeping of insurance coverages, the Parties hereto agree that each Party hereto shall indemnify and save harmless all other Parties hereto, including any respective Mayor, Councillor, administrator, employee, consultant, servant, contractor, and/or agent and their respective heirs, executors, successors, and assigns (as the case may be), from and against all costs, actions, suits, expenses, and liabilities directly or indirectly arising from or in any way connected with the performance of any obligation hereunder or negligence in respect thereof, except in the case of and to the extent of negligence on the part of any other individual Party hereto and which other individual Party shall bear responsibility and liability for such negligence. 7.0 Notice 7.1 All notices, demands, requests, agreements, consents, approvals and payments which may be or are required to be given pursuant to this agreement shall be in writing and shall be sufficiently given if delivered personally or by facsimile transmission: To Aylmer at: 46 Talbot Street West Aylmer, Ontario N5H 1J7 Fax (519)765-1446 To Bayham at: 56169 Heritage Line P.O. Box 160 Straffordville, Ontario NOJ 1 YO Fax (519)866-3884 To Central Elgin at. 450 Sunset Drive, 1st Floor St. Thomas, Ontario, N5R 5V1 Fax (519)631-4036 To Dutton/Dunwich at: 199 Currie Road Dutton, Ontario, NOL 1 JO Fax (519)762-2278 To Malahide at: 87 John Street South Aylmer, Ontario, N5H 2C3 Fax (519)773-5334 To Southwold at: 35663 Fingal Line Fingal, Ontario, NOL 1 KO Fax (519)769-2837 To West Elgin at: 22413 Hoskins Line Rodney, Ontario NOL 2C0 Fax (519)785-0644 or at such other address in Canada as the applicable party may from time to time advise by notice to the other party. The date of receipt of any such notice, demand, request or payment shall be deemed to be the date of delivery. 8.0 Gender and Number 8.1 Words importing the singular shall include the plural and vice versa. Words importing gender shall include all genders. 9.0 Headings 9.1 The headings contained in this Agreement are for reference only and in no way affect or modify the interpretation of this Agreement. 10.0 Applicable Law 10.1 This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario applicable therein from time to time and this Agreement shall be treated in all respects as an Ontario agreement. 11.0 Obligations and Covenants 11.1 Each obligation, acknowledgment, and/or agreement contained in this Agreement, even though not expressed as a covenant, is considered for all purposes to be a covenant. 12.0 Invalidity 12.1 The invalidity or unenforceability of any provision or covenant contained in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 13.0 Covenants Independent 13.1 Each covenant in this Agreement is a separate and independent covenant and a breach of covenant by any Party will not relieve the other Party from its obligation to perform each of its covenants, except as otherwise expressly provided herein. 14.0 Amendments 14.1 No supplement, modification, amendment, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties, save and except changes to Schedule "A„ which shall occur pursuant to sections 3.2 and 3.3. 15.0 Non -Waiver 15.1 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise provided. 16.0 Successors and Assigns 16.1 All of the provisions of this Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns. 17.0 Excusable Delay 17A If, because of a circumstance beyond its control, a Party is delayed in performing or observing a covenant or in complying with a condition under the terms of this Agreement that it is required to do by a specified date or within a specified period of time, and if the circumstance is neither caused by the default or act of commission or omission of that Party nor avoidable by the exercise of reasonable effort or foresight by that Party, the date or period of time by or within which it is to perform, observe, or comply will be extended by a period of time equal to the duration of the delay. 18.0 Further Assurances 18.1 Each of the Parties will, from time to time hereafter and upon the reasonable request of the other Party, make all such further acts, deeds, or assurances as may be required to more fully implement the true intent of this Agreement. 19.0 Continuation of Certain Obligations 19.1 Wherever specifically provided for in this Agreement or if it is necessary for the full implementation of any provision of this Agreement, the obligations of a Party shall survive the expiration of the term or the earlier termination of this Agreement, as the case may be. 20.0 Assignment 20.1 The Parties hereto shall not assign the obligations, duties, responsibilities, right and privileges contained in this Agreement. 21.0 Schedules 21.1 All Schedules attached hereto form part of and are incorporated in this Agreement. 22.0 Execution in Parts 22.1 This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF the parties hereto have affixed their corporate seals under the hands of their officers duly authorized in that behalf. SIGNED, SEALED & DELIVERED in the presence of The Corporation of the Town of Aylmer per: per: Name: Mary French Position: Mayor Name: Andy Grozelle Position: CAO/Deputy Clerk We have authority to bind the Corporation The Corporation of the Municipality of Bayham per: e� Name: Edward Ketchabaw Position: Mayor P e Thomas Thayer Position: CAOJCIerk We have authority to bind the Corporation The Corporation of the Municipality of Central Elgin } } per: } Name: Sally Martyn I Position: Mayor per:__ Name: Paul Shipway Position: CAO/Clerk We have authority to bind the Corporation The Corporation of the Municipality of Dutton/Dunwich per: Name: Position Robert Purcell Mayor per: Name: Heather Bouw Position: CAO/Clerk We have authority to bind the Corporation The Corporation of the Township of Malahide per: Name: David Mennill Position: Mayor per: Name: Position Adam Betteridge CAO/Clerk We have authority to bind the Corporation The Corporation of the Township of Southwold per: Name: Grant Jones Position: Mayor per: Name: Lisa Higgs Position: CAO/Clerk We have authority to bind the Corporation The Corporation of the Municipality of West Elgin per: Name: Duncan McPhail Position: Mayor per: Name'. Magda Badura Position: CAO/Treasurer We have authority to bind the Corporation Date: December 13, 2021 The Corporation of the Town of Aylmer The Corporation of the Municipality of Bayham The Corporation of the Municipality of Central Elgin The Corporation of the Municipality of Dutton/Dunwich The Corporation of the Township of Malahide The Corporation of the Township of Southwold The Corporation of the Municipality of West Elgin Intermunicipal Agreement for Joint Ownership of Fire Communication Equipment Stephen H. Gibson 450 Sunset Drive St. Thomas, ON N5R 5V1 County Solicitor