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HomeMy WebLinkAboutBy-law No. 2022-022THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2022-022 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT BETWEEN THE CORPORATION OF THE MUNICIPALITY OF BAYHAM AND SCG FLOWMETRIX WHEREAS Section 23 of the Municipal Act, 2001, S.O. 2001, c.25, provides a Municipality may enter into an agreement with any person to construct, maintain and operate a private road or a private water or sewage works, including fire hydrants; AND WHEREAS the Council of the Corporation of the Municipality of Bayham is desirous of entering into an agreement with SCG Flowmetrix for conducting a Fire Hydrant Flow Survey; 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 and SCG Flowmetrix; 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 21st DAY OF APRIL 2022. F__40 C:LE'R, K_ _ — Page 1 of 8 THIS AGREEMENT made the day of .2022 BETWEEN: The Corporation of the Municipality of Bayham (hereinafter referred to as the "Municipality") and SCG Flowmetrix Technical Services Inc. (hereinafter referred to as the "Service Provider") WHEREAS: 1. The Municipality requires fire flow testing at various hydrant locations within municipality's geographic limits, generally being the southerly third of the municipality in the Port Burwell and Vienna settlement areas. 2. The Service Provider is prepared to provide fire flow testing services to Municipality. 3. The Service Provider and its staff have the requisite skill, experience and knowledge necessary to carry out the fire flow testing services required; 4. The parties wish to formalize their contractual relationship through this Agreement, IN CONSIDERATION of the mutual covenants and other terms and conditions hereinafter contained, the parties hereby covenant, promise and agree each with the other as follows: Definitions 1. In this Agreement, a) "Manager" means the person holding the position of Manager of Capital Projects / Water & Wastewater of the Municipality; b) "Municipality" means The Corporation of the Municipality of Bayham; c) "Municipal Council' means the Council of the Municipality; d) "Service Provider" means SCG Flowmetrix Technical Services Inc. Page 2 of 8 e) "Services" means the fire flow testing services to be provided by the Service Provider pursuant to this Agreement and as specified in clause 5 of this Agreement, General The Municipality is a municipal corporation governed by Mayor and Council and operated by administration, who is hereby authorized to administer this Agreement save for those areas specifically limited herein. 3. The Service Provider is a corporation governed by the laws of the Province of Ontario. 4. The Schedules attached hereto are incorporated into and form part of this Agreement. Services of the Service Provider The Service Provider agrees to perform the fire flow testing services as described in Schedule "A" to this Agreement (the "Services"). The Services shall be provided to industry standards and shall be in conformance with the NFPA 291, Recommended Practice for Fire Flow Testing and Marking of Hydrants. Fees and Disbursements P Municipality shall pay to the Service Provider for its Services the amount of $11,200.56 inclusive of HST. No payment of an amount more than $11,200.56 will be made without the written authorization of the Chief Administrative Officer of the Municipality, having regard to the circumstances resulting in any increased demand for payment. Payments under this Agreement will be made only after this Agreement has been duly executed by both parties and the Services have been rendered to the satisfaction of Municipality. The Service Provider shall provide detailed accounts for the Services when completed. If requested by the Fire Chief, the Service Provider will make available to the Municipality such records and documents that may be reasonably required for the purpose of reconciling the Services and accounts. 8. Municipality shall pay any invoice within 30 days of receipt, Service Provider Covenants 9. The Service Provider hereby covenants as follows: n} to comply with all applicable laws, legislation, directives, rules and orders, whether International, Federal, Provincial, or local in providing the Services; ij) to comply with the Workplace Safety and Insurance requirements (WSIA) and Human Rights policies; c) to obtain and keep current WSIB insurance; Page 3 of 8 d) to ensure that the persons in their organizations who deal with members of the public or other third parties on behalf of the Municipality or who participate in developing the Municipality's policies, practices and procedures governing the provision of goods and services to members of the public or other third parties receive training about the provision of goods or services to persons with disabilities as required by the Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c.11, as amended; .) to supply at its sole cost and expense all staff, equipment, accommodations and technical assistance necessary to perform the Services and assume all overhead expenses in connection with the Services; fi that, in addition to complying with all applicable legislation, regulations, directions and orders of any regulatory body, the Service Provider covenants to comply with all policies of the Municipality applicable to consultants and contractors, which may include particular policies with regard to COVID-19 saftey. Where there is any conflict between applicable legislation, regulation, directions and orders, the Service Provider agrees to adhere to the highest standard established. In addition, the Service Provider agrees to review and execute any documents reasonably required by Municipality in relation to its policies, including but not limited to acknowledgment agreements regarding the polices; )1 that the Municipality shall be permitted to monitor the Services in such ways as the Manager, or his or her designate, may determine; and i) to co-operate with the Manager, or his or her designate, and to do all things necessary to enable the Manager to evaluate the Services as required. Service Provider Representations 10. The Service Provider hereby represents as follows: ri) that it will not render Services that intentionally create a conflict of interest between Municipality and Service Provider and/or any Third Party or any combination thereof; b) that where a conflict of interest is foreseeable in the provision of Services, it will identify the potential conflict as soon as practicable to the Municipality's CAO; 'i that it understands that it must obtain its own financial, legal or other professional advice regarding the Services, and this Agreement, and that it has had the opportunity to do so; that it will refrain from contacting members of Council or the Mayor without written approval from the CAO, or his or her delegate; and that it will refrain from discussing the Services via the media or any social media services without written approval from the CAO, or his or her delegate, provided that the Service Provider shall be entitled to mention the project and the Services provided as proof of the Service Provider's experience with this type of work. Page 4 of 8 Term and Termination 11. The term of this Agreement shall be from the effective date of this Agreement noted at the top of page one and shall continue until the Services are complete to the Municipality's satisfaction. 12. The Municipality may, in its sole discretion, terminate this Agreement by providing the Service Provider with thirty (30) days' written notice of termination. Municipal Termination 13. The Municipality may immediately terminate the Agreement upon giving notice to the Service Provider where: =1i the Service Provider breaches any provisions of this Agreement, including but not limited to poor performance by the Service Provider in respect of the provision of Services as contemplated by this Agreement, the final determination of which is held by the Municipality in its unfettered discretion; t�) the Service Provider is adjudged bankrupt, makes a general assignment for the benefit of its creditors or a receiver is appointed on account of the Service Provider's insolvency; :) the Service Provider breaches any confidentiality or conflict of interest obligation set out in this Agreement; cif the Service Provider, prior to or after executing the Agreement, makes a material misrepresentation or omission or provides materially inaccurate information to the Municipality; o) the Service Provider undergoes a change in control which adversely affects the Service Provider's ability to satisfy some or all of its obligations under this Agreement; f) The Service Provider's acts or omissions constitute a substantial failure of performance; or t;} If the Service Provider assigns this Agreement without consent ')f ll��_ Municipality; and the above rights of termination are in addition to all other rights of termination available under this Agreement, at law, or events of termination by operation of law. Indemnity 14. The Service Provider will, from time to time, and at all times, well and truly save, keep harmless and fully indemnify the Municipality (the "Indemnified Party"), its successors and assigns, from and against all actions, claims and demands whatsoever which may be brought against or made upon the Indemnified Party and against all loss, liability, judgments, claims, costs, demands or expenses which the Indemnified Party may sustain, suffer or be put to: Page 5 of 8 {) resulting from or arising out of any breach, violation or non-performance of any covenant, condition, agreement or other obligation in this Agreement to be fulfilled, kept, observed and performed by the Service Provider; and b) resulting or occasioned by any wrongful act, default, omission or negligence of the Service Provider and those for whom it is in law responsible, including but not limited to any damage to property and any injury to any person (including death). Insurance 15.The Service Provider shall maintain a policy of Commercial General Liability insurance that shall: al have a limit of liability of not less than Two Million Dollars ($2,000,000) inclusive for any occurrence; h) include damage caused by vehicles owned by the Party and used in conjunction with the work either within or outside the contract limits, and shall have a limit of liability of not less than $2,000,000 inclusive for any one occurrence; c} include Professional Liability / Errors and Omissions coverage of not less than Two Million Dollars ($2,000,000). iI) be endorsed to include the other Party as additional insured. Subcontractors 16. The Service Provider will be solely responsible for the payment of any subcontractors employed, engaged or retained by it for the purpose of assisting it in the discharge of its obligations under this Agreement. The employment, engagement or retainer of any subcontractors and/or sub -consultants must have received prior written approval from the Municipality. The Service Provider shall co-ordinate the services of all subcontractors so employed, engaged or retained by it, and the Service Provider shall be liable to the Municipality for costs or damages arising from errors or omissions of the subcontractors, or any of them. Confidential Information 17. Upon termination or expiry of this Agreement, the Service Provider shall return to the Municipality all written or descriptive matter, including but not limited to drawings, prints, descriptions or other papers, documents or any other material maintained in any format, including digital format, which contains any confidential information whatsoever. 18. Subject to the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56 and any amendments thereto, and except as expressly provided in this Page 6 of 8 clause, no confidential information shall be disclosed by the Service Provider in any manner whatsoever without the approval in writing of the Manager, and: z e the Service Provider shall hold all confidential information obtained in trust and confidence for the Municipality and shall not disclose any such confidential information, by publication or other means, to any person, company or other government agency nor use same for any other project other than for the benefit of the Municipality as may be authorized by the Manager in writing; bi any request for such approval by the Manager shall specifically state the benefit to the Municipality of the disclosure of the confidential information; c) any use of the confidential information shall be limited to the express purposes as set out in the approval of the Manager; and (l) the Service Provider shall not, at any time during or after the term of this Agreement, use any confidential information for the benefit of anyone other than the Municipality. No Agency or Employment Relationship 19. The Service Provider and the Municipality agree that the Service Provider, its servants, agents and employees shall under no circumstances be deemed agents or representatives of the Municipality and except as the Municipality may specifically authorize in writing, shall have no right to enter into any contracts or commitments in the name of or on behalf of the Municipality or to bind the Municipality in any respect whatsoever. Right of Audit 20. The Service Provider shall furnish Municipality and its authorized representatives with all such information as it, or they, may from time -to -time require with reference to such accounts, records, receipts, vouchers, and other documents for any reasonable municipal purpose including any financial audit or other audit. Force Majeure 25. The performance of the respective parties hereto or their respective obligations hereunder shall be subject to force majeure, including, but not limited to, insurrections, riots, wars and warlike operations, explosions, governmental acts, epidemics, including the COVID-19 pandemic if any competent authority issues any order, directive, legislation or regulation that prevents the Services from being performed, strikes, fires, accidents, acts of any public enemy, or any similar occurrence beyond the reasonable control of the party affected. Any party temporarily excused from performance hereunder by any such circumstances shall use its best efforts to avoid, remove or cure such circumstances and shall resume performance with utmost dispatch when such circumstances are removed or cured. Any party claiming circumstances as an excuse for delay in performance shall give prompt notice in writing thereof to the other party. Notwithstanding the foregoing, the Parties hereby acknowledge and agree that this Agreement is entered into during Page 7 of 8 the COVID-19 global pandemic and that the general conditions of the pandemic do not constitute force majeure. Notices 26. Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and sent by electronic mail and which shall be deemed to have been delivered provided the sender can demonstrate that the e-mail address stated below was correct at the time of sending. Addresses for such notices shall be: If to the Service Provider: Farzaneh Kheirandish Data Analyst / Project Coordinator SCG Flowmetrix Technical Services Inc. E: fkeirandish@SCGflowmetrix,com If to the Municipality: Ed Roloson Manager of Capital Projects / Water & Wastewater The Corporation of the Municipality of Bayham E: eroloson(a),bayham.on.ca Miscellaneous 27. The waiver of any provision hereof or the failure of any party hereto to enforce any right hereunder shall apply to that provision or right only and shall not be deemed to affect the validity of the remainder hereof. 28. No departure from or waiver of the terms of this Agreement shall be deemed to authorize any prior or subsequent departure or waiver and the Municipality shall not be obligated to continue any departure or waiver or to permit any subsequent departure or waiver. 29. This Agreement shall be constructed with all changes in number and gender as may be required by the context. Any titles used within this document are for reference purposes only and not an aid to interpretation. 30. All obligations herein contained, although not expressed to be covenants, shall be deemed to be covenants. 31. Whenever a statement or provision in this Agreement is followed by words denoting inclusion or example and then a list of or reference to specific items, such list or reference shall not be read so as to limit the generality of that statement or provision, even if words such as "without limiting the generality of the foregoing" do not precede such list or reference. 32. The parties agree that all covenants and conditions contained in this Agreement Page 8 of 8 shall be severable, and that should any covenant or condition in the Agreement be declared invalid or unenforceable by a court of competent jurisdiction, the remaining covenants and conditions and the remainder of the Agreement shall remain valid and not terminate thereby. 33. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. 34. This Agreement embodies the entire agreement between the parties with regard to the provision of deliverables and additional deliverables and supersedes any prior understanding or agreement, collateral, oral or otherwise with respect to the provision of the deliverables and additional deliverables, existing between the parties at the date of execution of the agreement, 35. This Agreement shall not be assignable by the Service Provider without the prior written consent of Municipality, in its sole discretion. 36. This Agreement, executed in counterpart, may be exchanged by scanned or faxed copy. A combination of counterparts shall be deemed to be an original. 37. This Agreement shall enure to the benefit of, and be binding upon, the heirs, executors, administrators, successors and permitted assigns of the parties hereto. IN WITNESS WHEREOF, Municipality and the Service Provider have respectively executed and delivered this Agreement on the date set out above. The Corporation or the Municipality of BayhaU / Date T o yer, CAOO I/We have the authority to bind the Corporation. SCG Flowmetrix Technical Services Inc. Date Name/Title: Date Name/Title: I/We have authority to bind the Corporation. Page 8 of 8 shall be severable, and that should any covenant or condition in the Agreement be declared invalid or unenforceable by a court of competent jurisdiction, the remaining covenants and conditions and the remainder of the Agreement shall remain valid and not terminate thereby. 33. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. 34. This Agreement embodies the entire agreement between the parties with regard to the provision of deliverables and additional deliverables and supersedes any prior understanding or agreement, collateral, oral or otherwise with respect to the provision of the deliverables and additional deliverables, existing between the parties at the date of execution of the agreement, 35. This Agreement shall not be assignable by the Service Provider without the prior written consent of Municipality, in its sole discretion. 36. This Agreement, executed in counterpart, may be exchanged by scanned or faxed copy. A combination of counterparts shall be deemed to be an original. 37. This Agreement shall enure to the benefit of, and be binding upon, the heirs, executors, administrators, successors and permitted assigns of the parties hereto. IN WITNESS WHEREOF, Municipality and the Service Provider have respectively executed and delivered this Agreement on the date set out above. -�i(1, --? - Date] Date 4/22/22 Date `['he Gorpuration of the Municipality u Bayll:anl. 1 11.m IT -- dyer, CAO I/We have the authority to bind the Corporation. SCG Flowmetrix Technical Services Inc. Brian Mergelas, Exec VP Name/Title: �2GCc,/Ti llWe have authority to bind the Corporation. FLOWMETRIX SCHEDULE "A" IsC.n. INOU-TECH PROCESS WESTCAN March 11, 2022 Harry Baranik Municipality of Bayham Fire and Emergency Services 56169 Heritage Line, PO Box 160 Straffordville, ON NOJ 1YO T: (519) 866-5521 E: hbaranik@bayham.on.ca RE. FIRE FLOW TESTING IN THE MUNICIPALITY OF BAYHAM Hi Mr. Baranik, SCG Flowmetrix Technical Services Inc. is pleased to provide the following quotation for fire flow testing in the municipality of Bayham for your review and consideration. SCOPE The scope of work is to provide fire flow testing at eighty-four (84) locations. The hydrants to be tested are located in the southern 1/3 of the municipality (Port Burwell and Vienna area). SCG Flowmetrix will supply one (1) qualified and competent person to manage and direct the project, ensuring a successful level of fire flow testing conducted in conformance with the NFPA 291. The municipality of Bayham Operations staff is required to exercise valves and hydrants and install/remove fire flow test equipment at each location. 1. BACKGROUND SCG Flowmetrix will conduct fire flow testing practices based on the NFPA 291. Recommended Practice for Fire Flow Testing and Marking of Hydrants. The purpose of the analysis is to create a known flow -rate demand in the distribution system which causes the static pressure to drop to 20 psi. The flowrate (measured in gallons per minute) required to cause the overall drop in pressure would be the practical fire flow test rating of the hydrant under test. 2. EQUIPMENT SCG Flowmetrix uses Telog Hydrant Pressure Recorders (HPR) to measure the pressure at the test hydrant as well as the flowrate at the flowed hydrants. The use of HPRs creates a less subjective approach to testing. The data recorders capture exact pressure readings based on calibrated sensors that are time -synchronized to each other, minimizing reading and communication errors. The Telog recorders have a sample rate of 250 milliseconds and a recording interval of 5 seconds. This maximizes the samples taken for each test sequence as well as the memory capacity of the data recorder. RE EXTRAORDINARY TRUSTED F INNOVATIVE SAFE OPEN, .. pLOWMETRIX INDU•TECH IL PROCESS WESTCAN SCG Flowmetrix utilizes up to 4 swivel diffusers to minimize urban damages caused by flowing water from the hydrants. Pitot tubes (device used to measure fluid flow velocity) are installed in the diffusers in order to measure the flowrate of the water. 3. APPROACH Prior to testing, SCG Flowmetrix will ensure that the hydrant pressure recorders (HPRs) are within the specified calibration period. Additionally, the recorders and computer system used for the testing will be time -synchronized. Once on -site, a hydrant bleed valve with an HPR is installed on one port of the selected test hydrant. The hydrant bleed valve is a standard safety requirement used to ensure the selected hydrant is charged, allowing air to escape thus reducing equipment blowout produced by blocked hydrants during equipment removal. The HPR will measure and record the system pressure during the test. Diffusers are installed on the selected flow hydrant(s) on both ports and the pitot tube placement is confirmed. HPRs are connected to the pitot tubes to record the flow rate. SCG Flowmetrix staff will be located at the test hydrant farthest from the source feed in order to monitor the system pressure and provide direction and communicate with the operators. Ongoing system pressure is monitored to ensure it remains above 20 psi to prevent system damage. The system operator(s) will be located at the flow hydrant(s), opening as directed by SCG Flowmetrix staff. Each of the hydrants will flow until the system pressures stabilize. After testing is complete the hydrants are closed, and the equipment is removed. 4. DATA AND REPORTING Data collected during the project period will be downloaded as well as saved using a TELOG.tdf file as part of the QA/QC process for capture and utilization of field data for post processing of fire flow test results. All data collected in the field will be entered into the Fire Flow Testing Report created by SCG Flowmetrix and the required calculations will be executed. 5. HEALTH AND SAFETY SCG Flowmetrix follows traffic control regulations according to the Ontario Traffic Manual, Book 7. SCG Flowmetrix staff will carry the Ontario Traffic Manual — field version for reference for such areas that require special attention to fire flow set-up that may be deemed difficult based on traffic control, hydrant discharge control, poor communications, etc. 6. PAYMENT SCHEDULE SCG Flowmetrix will invoice monthly all tasks completed during the month. All payments are due within 30 days of the invoice date. E In iiNDU-TECH NDU-TH PROCESS WESTCAN COST ANALYSIS The estimated cost for completion of the fire flow testing is inclusive of equipment preparation, project coordination, travel, on -site labour, field & final QAQC reporting, and all disbursements. ( EM QTY DESCRIPTION 1 84 Fire Flow Test UNIT PRICE TOTAL $ 118.00 $ 9,912.00 SUBTOTAL $ 9,912.00 HST $ 1,288.56 TOTAL $ 11,200.66 The total cost for SCG Flowmetrix to provide fire flow testing at eighty-four (84) locations in the Municipality of Bayham is $9,912.00 NET. Note 1: SCG Flowmetrix reserves the right to revise the cost proposal if there are any variances from the outlined scope of work. Note 2: Any additional costs caused by unexpected events such as a watermain break, which will add an extra trip, will be added to this price. If there are any additional requirements, or you would like to discuss any of the above material, please let me know at your earliest convenience. Kind Regards, Farzaneh Kheirandish Name: Data Analyst / Project Coordinator Title: SCG Flowmetrix Technical Services Inc. T: 226-213-7273 Signature: C: 647-615-1006 Date: E: fkheirandish@SCGflowmetrix.com