HomeMy WebLinkAboutDecember 18, 2025 - Council - AddendumTHE CORPORATION OF THE MUNICIPALITY OF BAYHAM
COUNCIL MEETING ADDENDUM
Thursday, December 18, 2025
14. C Schedule “A” to By-law No. 2025-073 Being a by-law to authorize the
execution of an agreement between the Corporation of the Municipality of Bayham and
Ontario Clean Water Agency (OCWA) for water/wastewater operations
2026-2030 O&M Bayham
SERVICES AGREEMENT
BETWEEN
ONTARIO CLEAN WATER AGENCY
A N D
THE CORPORATION OF THE MUNICIPALITY OF BAYHAM
2026-2030 O&M Bayham
Table of Contents
RECITALS .................................................................................................................................... 1
ARTICLE 1 - INTERPRETATION ............................................................................................ 2
SECTION 1.1 - DEFINITIONS .......................................................................................................... 2
ARTICLE 2 - RESPONSIBILITIES OF OCWA ...................................................................... 2
SECTION 2.1 - RETENTION OF OCWA .......................................................................................... 2
SECTION 2.2 - PERFORMANCE OF SERVICES ................................................................................. 2
SECTION 2.3- STANDARD OF CARE ............................................................................................ 3
SECTION 2.4 - OCWA AS INDEPENDENT CONTRACTOR ............................................................... 3
SECTION 2.5 - AUTHORIZED REPRESENTATIVES ........................................................................... 4
SECTION 2.6 - INDEMNIFICATION OF THE CLIENT ......................................................................... 4
SECTION 2.7 - WAIVER OF CONSEQUENTIAL DAMAGES ............................................................... 4
SECTION 2.8 - INSURANCE ............................................................................................................ 4
SECTION 2.9 - REPRESENTATIONS AND WARRANTIES OF OCWA ........................................... 5
ARTICLE 3 - RESPONSIBILITIES OF THE CLIENT .......................................................... 5
SECTION 3.1 - OBLIGATIONS OF THE CLIENT ................................................................................ 6
SECTION 3.2 - COVENANTS OF THE CLIENT .................................................................................. 7
SECTION 3.3 - EXONERATION AND INDEMNIFICATION OF OCWA ................................................ 7
ARTICLE 4 - TERM, PAYMENT FOR SERVICES AND OTHER CHARGES ................. 8
SECTION 4.1 - INITIAL TERM OF AGREEMENT .............................................................................. 8
SECTION 4.2 - ANNUAL PRICE FOR THE INITIAL TERM ................................................................. 8
SECTION 4.3 - THE ANNUAL PRICE IN RENEWAL TERMS.............................................................. 8
SECTION 4.4 - PAYMENT OF THE ANNUAL PRICE ......................................................................... 9
SECTION 4.5 - ITEMS NOT INCLUDED IN THE ANNUAL PRICE ....................................................... 9
SECTION 4.6 - MAJOR MAINTENANCE EXPENDITURES ................................................................. 9
SECTION 4.7 - CAPITAL PROJECTS .............................................................................................. 10
SECTION 4.8 - UNEXPECTED EXPENSES ...................................................................................... 10
SECTION 4.9 - INTEREST ON LATE PAYMENTS ............................................................................ 11
SECTION 4.10- PARTIAL PAYMENT OF DISPUTED INVOICES .................................................. 11
SECTION 4.11 - HYDRO COSTS/UTILITY COSTS.......................................................................... 12
SECTION 4.12 - OPTIONAL SERVICES ......................................................................................... 12
SECTION 4.13 - CHANGES TO THE AGREEMENT .......................................................................... 12
SECTION 4.14 – CHEMICAL & BIOSOLIDS COSTS ....................................................................... 13
SECTION 4.15 - ADJUSTMENTS FOR TARIFFS .............................................................................. 13
ARTICLE 5 - DISPUTE RESOLUTION ................................................................................. 13
SECTION 5.1 - MEDIATION ......................................................................................................... 13
ARTICLE 6 - TERMINATION ................................................................................................ 13
SECTION 6.1 - TERMINATION OF AGREEMENT ............................................................................ 13
SECTION 6.2 - EARLY TERMINATION .......................................................................................... 14
SECTION 6.3 - INVENTORY COUNT OF CONSUMABLES/SUPPLIES ............................................... 14
SECTION 6.4 - FINAL SETTLEMENT............................................................................................. 14
SECTION 6.5 - TRANSFER OF OPERATIONS ................................................................................. 15
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SECTION 6.6 - RESTRICTIONS ON RECRUITMENT OF OCWA’S EMPLOYEES ............................... 15
ARTICLE 7 - GENERAL .......................................................................................................... 15
SECTION 7.1 - OWNERSHIP OF TECHNOLOGY ............................................................................. 15
SECTION 7.2 - AGREEMENT TO GOVERN .................................................................................... 16
SECTION 7.3 - ENTIRE AGREEMENT ........................................................................................... 16
SECTION 7.4 - AMENDMENTS AND WAIVERS ............................................................................. 16
SECTION 7.5 - SUCCESSORS AND ASSIGNS ................................................................................. 16
SECTION 7.6 - SURVIVAL ........................................................................................................... 16
SECTION 7.7 - SEVERABILITY ..................................................................................................... 16
SECTION 7.8 - NOTICES .............................................................................................................. 16
SECTION 7.9 - COUNTERPARTS ................................................................................................... 17
SECTION 7.10 - FREEDOM OF INFORMATION .............................................................................. 17
SECTION 7.11 - CONFIDENTIALITY ............................................................................................. 17
SECTION 7.12 - CHANGE IN CIRCUMSTANCE .............................................................................. 17
SCHEDULE A - The Facilities ........................................................................................... A-1
SCHEDULE B - Definitions ................................................................................................ B-1
SCHEDULE C - The Services ............................................................................................ C-1
SCHEDULE D - The Annual Price And Other Charges and Adjustments ........................ D-1
SCHEDULE E – Insurance ................................................................................................. E-1
SCHEDULE F - List of Pre-Existing Conditions ............................................................... F-1
SCHEDULE G - Change Order Form ............................................................................... G-1
SCHEDULE H - Expenditure Request and Approval to Proceed ..................................... H-1
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SERVICES AGREEMENT
THIS AGREEMENT effective as of the 1st day of January, 2026 (the “Effective Date”),
B E T W E E N
ONTARIO CLEAN WATER AGENCY/AGENCE ONTARIENNE DES
EAUX, a corporation established under the Capital Investment Plan Act, 1993,
c.23, Statutes of Ontario.
(“OCWA”)
A N D
THE CORPORATION OF THE MUNICIPALITY OF BAYHAM
(the “Client”)
RECITALS
(a) OCWA is in the business of providing management, operations and maintenance services
for water and wastewater facilities.
(b) The Client is the owner of the Port Burwell Wastewater Treatment Plant, Port
Burwell Wastewater Collection System, Richmond Community Water Supply
System and the Municipality of Bayham Distribution System, more particularly
described in Schedule A (the “Facilities”).
(c) The Client wishes to retain the services of OCWA to operate and maintain the Facilities
in accordance with the provisions of this agreement (the “Agreement”).
(d) The Client and OCWA (collectively, the “Parties” and each a “Party”) are entering this
Agreement to set out their respective rights and obligations with respect to the
management, operation and maintenance of the Facilities.
(e) The Council of the Client on the ____ day of ______________, 20__ passed By-Law No.
______ authorizing the Client to enter into this Agreement.
NOW THEREFORE in consideration of the mutual covenants contained in this
Agreement and other good and valuable consideration the receipt and sufficiency of which is
hereby irrevocably acknowledged, the Client and OCWA agree as follows:
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ARTICLE 1 - INTERPRETATION
Section 1.1 - Definitions
In this Agreement, definitions are set out in Schedule B, or within applicable provisions
as indicated.
ARTICLE 2 - RESPONSIBILITIES OF OCWA
Section 2.1 - Retention of OCWA
(a) The Client retains OCWA to provide management, operation and maintenance services,
as described in Schedule C to this Agreement, in respect of the Facilities (the “Services”).
(b) The Client acknowledges and agrees that for the purposes of Section 449 of the
Municipal Act, 2001, S.O. 2001, c.25, as amended, OCWA is an agent of the Client.
Section 2.2 - Performance of Services
(a) OCWA shall deliver the Services in compliance with all applicable Environmental Laws,
except as described in Paragraphs 2.2(b) and (c) below and in any of the following
circumstances:
(i) the Client not making the Major Maintenance Expenditures and/or not
undertaking the Capital Projects reasonably recommended by OCWA as per
Section 4.6 and Section 4.7 herein;
(ii) failure of the Client to meet its responsibilities specified in this Agreement;
(iii) failure of any equipment at the Facilities, unless the failure is due to OCWA’s
negligence;
(iv) the water transmitted to the water treatment Facilities for treatment contains
contaminants or pathogens which cannot be treated or removed by the Facilities
treatment processes;
(v) the quantity or quality of water transmitted to the water treatment Facilities
exceeds the Facilities’ design or operating capacity;
(vi) the wastewater transmitted to the wastewater treatment Facilities for treatment
contains contaminants or other substances which cannot be treated or removed by
the Facilities treatment processes;
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(vii) the wastewater transmitted to the wastewater treatment Facilities for treatment
does not meet the requirements of the Client’s sewer use by-law or any
Environmental Law;
(viii) the quantity or quality of wastewater transmitted to the wastewater treatment
Facilities exceeds the Facilities’ design or operating capacity;
(b) OCWA may temporarily cease to provide or reduce the level of provision of Services in
the event of an emergency, a breakdown or any Uncontrollable Circumstance. OCWA
shall, when practicable, try to give the Client reasonable advance notice of any such
occurrence.
(c) Notwithstanding any other provision of this Agreement, delay in the performance of, or a
failure to perform any term of this Agreement by OCWA, shall not constitute default
under this Agreement or give rise to any claim for damages suffered by the Client if and
to the extent caused by occurrences or circumstances beyond the reasonable control of
OCWA (an “Uncontrollable Circumstance”), including but not limited to any
circumstances set out in Paragraph 2.2(a), decrees of government, acts of God (including
but not limited to hurricanes, tornadoes, floods and other weather disturbances), sabotage,
strikes, lockouts and other industrial disturbances, supply chain interruptions, global
economic turbulence, insurrections, war, civil disturbances, pandemics, riots, explosions,
fire and acts of third parties.
(d) The Client recognizes that in an emergency situation or where an Uncontrollable
Circumstance exists, OCWA’s primary concern will be to use all reasonable efforts to
maintain the Facilities in compliance with Environmental Laws and that OCWA may be
required to correct a deficiency or deal with the emergency situation without obtaining
the Client’s prior approval. Should such a situation arise, OCWA shall advise the Client
as soon as reasonably possible and shall provide as much information as possible to the
Client and will work with the Client to ensure the emergency situation is appropriately
addressed.
Section 2.3- Standard of Care
OCWA shall deliver the Services as would a reasonable operator with like skills in like
circumstances.
Section 2.4 - OCWA as Independent Contractor
In performing the Services, OCWA shall be acting as an independent contractor and only
to the extent and for the specific purposes expressly set forth herein. Neither OCWA nor its
employees, agents or subcontractors shall be subject to the direction and control of the Client,
except as expressly provided in this Agreement.
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Section 2.5 - Authorized Representatives
Each of OCWA and the Client shall be entitled to designate in writing to the other, one or
more individuals who shall be authorized to represent it in connection with the day-to-day
administration of the provisions of this Agreement (the “Authorized Representative(s)”). Each
of the Parties shall be entitled to rely on the acts and approvals given by the other Party’s
Authorized Representative until such time as it receives a written notification of change of the
other Party’s Authorized Representative.
Section 2.6 - Indemnification of the Client
(a) OCWA shall exonerate, indemnify and hold harmless the Client, its directors, officers,
employees and agents from and against Claims which may be suffered or incurred by,
accrue against or be charged to or recoverable from the Client to the extent that such
Claim is solely attributed to OCWA’s negligence or willful misconduct when performing
the Services, except where such Claim is due to an Uncontrollable Circumstance or to a
condition of the Facilities which existed prior to OCWA’s commencement of the
Services (a “Pre-existing Condition”), including but not limited to those listed in
Schedule F. Such Pre-existing Conditions shall be the ongoing responsibility of the
Client. OCWA, in providing these Services, is not responsible, accountable or liable, in
any way, for Pre-existing Conditions, either directly or indirectly.
(b) The Client shall be deemed to hold the provisions of this Section 2.5 that are for the
benefit of the Client’s directors, officers, employees and agents in trust for such directors,
officers, employees and agents as third party beneficiaries under this Agreement.
(c) Notwithstanding Paragraph 2.5(a) above, OCWA shall not be liable in respect of any
Claim to the extent the Claim is covered by the Insurance.
(d) Claims by the Client for indemnification from OCWA will follow the Indemnification
Process as described in Schedule B.
Section 2.7 - Waiver of Consequential Damages
In no event shall the Parties be liable to each other, and each Party specifically waives as
against the other, any and all claims for consequential, incidental, indirect, special or punitive
damages resulting in any way from performance or non-performance of this Agreement, whether
such damages are characterized as arising under breach of contract or warranty, tort (including
negligence), fault, strict liability, indemnity, or other theory of legal liability.
Section 2.8 - Insurance
(a) OCWA shall maintain, subject to reasonable availability, insurance coverage as described
in Schedule E to this Agreement (the “Insurance”) and the Client shall be an additional
insured under the Commercial General Liability and Contractor’s Pollution Liability
insurance. The Client acknowledges that, given the unpredictability of the insurance
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market, deductibles and coverage limits may not be available (or may not be reasonably
priced) from year to year. Insurance coverage is reviewed annually and the Client will be
notified if there is a change in coverage or price increase.
(b) The Client specifically recognizes and agrees that neither OCWA nor the Crown bears
any responsibility for the Pre-existing Condition(s) of the Facilities. As such, OCWA is
not required to obtain insurance for this purpose and the Client has or will obtain its own
insurance.
(c) The Client shall be responsible for securing its own insurance for any other operations
with which it is involved that are not part of the Services. The Client acknowledges that
OCWA’s Commercial General Liability, Professional Liability, Contractor’s Pollution
Liability insurance and Cybersecurity insurance shall not extend to cover any claims,
exposure or liability beyond those directly linked to the provision of Services by OCWA
staff. The Client further acknowledges that it will have no recourse under OCWA’s
Commercial General Liability, Professional Liability, Contractor’s Pollution Liability and
Cybersecurity insurance for any operations that do not form part of the Services.
(d) In the event of a claim under the Insurance, the payment of deductibles is as specified in
Schedule E.
(e) No later than thirty (30) days following the Effective Date of this Agreement, the Client
will provide certificates of insurance for its property and boiler and machinery insurance
policies to OCWA. The insurance coverage for both policies should be on a full
replacement cost basis. OCWA shall be named as loss payee, where allowable.
(f) The policies of insurance obtained by the Client in subsection 2.7(e) shall be primary,
notwithstanding other insurance obtained and maintained by OCWA and a waiver of
subrogation shall be added in favour of OCWA, where allowable.
Section 2.9 - Representations and Warranties of OCWA
OCWA represents and warrants to the Client that the following are true and correct:
(a) that it has full power and authority and has taken all necessary steps to enter into and
perform its obligations under this Agreement; and
(b) OCWA’s staff are trained and capable of providing the Services set out under this
Agreement.
ARTICLE 3 - RESPONSIBILITIES OF THE CLIENT
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Section 3.1 - Obligations of the Client
(a) The Client has the full power and authority to enter into and perform its obligations under
this Agreement.
(b) The Client has passed all necessary By-Laws and has obtained all necessary
Authorizations to enable it to enter into and perform its obligations under this Agreement
and to operate the Facilities, (including, without limitation, any Authorizations required
from the Local Planning Appeal Tribunal and the Ministry of the Environment,
Conservation and Parks (MECP)), and the Authorizations are in good standing.
(c) The Client has provided OCWA with a true copy of each of the Authorizations referred
to in Paragraph 3.1(b) above prior to the date of this Agreement, including a certified
copy of each municipal By-Law required to authorize the Client to enter into and perform
its obligations under this Agreement.
(d) As the owner of the Facilities, the Client is fully aware of its responsibilities and
obligations regarding the operation and maintenance of the Facilities under Applicable
Laws, including without limitation its responsibilities under the Safe Drinking Water Act,
2002 (the “SDWA”), the Ontario Water Resources Act and the Occupational Health and
Safety Act (the “OHSA”) and their regulations.
(e) The Client confirms that there are no Pre-existing Conditions existing at the Facilities
which would affect OCWA’s ability to operate the Facilities in compliance with the
terms of this Agreement and Applicable Laws, other than what is listed in Schedule F.
The Client acknowledges and agrees that the Client shall be responsible for addressing
such Pre-existing Conditions.
(f) The Client confirms that as of the date of execution of this Agreement, to the best of the
Client’s knowledge, the Facilities are in compliance with all Applicable Laws.
(g) The Client is not aware of the presence of any designated substances as defined under the
Occupational Health and Safety Act (the “OHSA”) at the Facilities. The Client
acknowledges and agrees that it is responsible for dealing with the designated substances
(including but not limited to asbestos and lead) in accordance with the OHSA and its
regulations and to notify OCWA of the location of any designated substances in the
Facilities.
(h) The Client will provide OCWA annually by June 1st of each year the replacement value
of the facilities described in Appendix A.
(i) The Client will maintain its own Cybersecurity insurance policy to cover the Client’s
SCADA, PLC and related operational technologies and systems.
(j) The Client shall inform OCWA as soon as reasonably possible, in writing or by any other
practicable means, if the Client’s financial system has been compromised through a
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cyberattack or data breach which may impact OCWA’s service account. The Client shall
also inform OCWA as soon as reasonably possible, in writing or by any other practicable
means, if the Client’s information technologies or operational technologies have been
compromised through a cyberattack or other breach which may impact OCWA’s assets or
operations.
Section 3.2 - Covenants of the Client
The Client hereby covenants the following for the benefit of OCWA:
(a) The Client agrees to promptly pay all amounts owing to OCWA under this Agreement as
they become due, including any interest charges on late payments as determined under
Section 4.9.
(b) The Client agrees to promptly provide OCWA with any information relating to the
Facilities which could have a bearing on the provision of Services by OCWA, including
but not limited to any engineering report prepared in respect of the Facilities, any
Authorization or amendment to any Authorization, as well as any governmental notice or
order relating to the Facilities.
(c) The Client agrees to commit the necessary resources to appropriately address and comply
with any such reports, Authorizations, notices or orders.
(d) The Client shall repair, maintain and keep in a good working state, in accordance with
good engineering practices and the standards reasonably applicable to an owner of a like
facility, all water works that belong to or are under the control of the Client and that
distribute water from the Facilities.
(e) The Client shall repair, maintain and keep in a good working state, in accordance with
good engineering practices and the standards reasonably applicable to an owner of a like
Facility, all wastewater works that belong to or are under the control of the Client and
that collect and transmit wastewater to the Facilities.
(f) The Client agrees to promptly commit the necessary resources to appropriately address
any health and safety issues identified by OCWA which are the responsibility of the
Client.
(g) The Client shall take reasonable steps to ensure that wastewater transmitted to the
Facilities complies with the Client’s sewer use by-law and any Environmental Laws. If
requested by OCWA, the Client shall provide OCWA with copies of the Client’s
inspection reports (sewer usage, cross-connections, sump pump connections), if
available.
Section 3.3 - Exoneration and Indemnification of OCWA
(a) Subject to Paragraph 3.3(c) below, the Client shall exonerate, indemnify and hold
harmless OCWA, its directors, officers, employees and agents and His Majesty the King
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in Right of Ontario, as represented by the Minister of the Environment, Conservation and
Parks and all directors, officers, employees and agents of the Ministry of the
Environment, Conservation and Parks (collectively referred to as the “Indemnified
Parties”) from and against any and all Claims which may be suffered or incurred by,
accrue against, or be charged to or recoverable from any one or more of the Indemnified
Parties that is solely attributed to the Client’s negligence or willful misconduct.
(b) OCWA shall be deemed to hold the provisions of this Article 3 that are for the benefit of
OCWA’s directors, officers, employees and agents and the other Indemnified Parties as
defined above, in trust for all such Indemnified Parties as third party beneficiaries under
this Agreement.
(c) Claims by OCWA for indemnification from the Client will follow the Indemnification
Process as described in Schedule B.
(d) Notwithstanding Paragraph 3.3(a) above, the Client shall not be liable in respect of any
Claim:
(i) to the extent that such Claim is covered by the Insurance; however, the Client
shall be responsible for any deduction or self-insured retention amount in
accordance with Schedule E; and
(ii) to the extent that such Claim is caused solely by OCWA’s negligence or willful
misconduct in providing the Services.
ARTICLE 4 - TERM, PAYMENT FOR SERVICES AND OTHER CHARGES
Section 4.1 - Initial Term of Agreement
This Agreement shall start on the Effective Date of January 1, 2026 and shall continue
in effect for an initial term of five (5) years, ending on December 31, 2030 (the “Initial Term”)
and then may be renewed for successive five (5)-year terms (each a “Renewal Term”) upon
agreement between the Parties, subject to Sections 4.3 and 6.1 of this Agreement.
Section 4.2 - Annual Price for the Initial Term
Subject to any adjustments made pursuant to other provisions of this Agreement, the
Client shall pay OCWA a price for the Services for each Year of the Initial Term as described in
Schedule D.
Section 4.3 - The Annual Price in Renewal Terms
The Annual Price for any Renewal Term will be as agreed between the Client and
OCWA. If the Parties cannot agree on the Annual Price for any Renewal Term within six (6)
months of the beginning of the last Year of either the Initial Term or the Renewal Term, as the
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case may be (the “Current Term”), then this Agreement will be terminated twelve (12) months
after the last day of the Current Term unless the Parties mutually agree to extend the term of the
Agreement. During this twelve (12) month period or mutually agreed upon extension period, the
Client shall pay the Annual Price paid for the last Year of the Current Term, plus an adjustment
for inflation calculated as described in Schedule D, pro-rated over that period.
Section 4.4 - Payment of the Annual Price
The Client shall pay OCWA the Annual Price for each Year of the Initial Term or any
Current Term, in twelve (12) equal monthly payments, in advance, on the first day of each
month. The first payment shall be due and payable on January 1, 2026. Payment shall be made
by the Client by pre-authorized bank debit from a bank account designated by the Client.
Section 4.5 - Items Not Included in the Annual Price
The Annual Price, as further described in Schedule D, for each Year of the Initial Term
and any Renewal Term, covers all charges for the Services, but does not include any charges for
the following:
(a) any Capital Projects (as defined in Paragraph 4.7(a) below) or costs resulting from any
failure of the Client to implement reasonably recommended Major Maintenance
Expenditures;
(b) costs or charges for services resulting from a Change in Applicable Laws;
(c) Unexpected Expenses (as defined in Paragraph 4.8(a) below);
(d) Hydro/Utility costs;
(e) charges for any Optional Services that are provided by OCWA to the Client;
(f) costs and charges associated with providing and/or maintaining continuous monitoring
technology (SCADA technology) used in respect of the Facility;
(g) Increases in OCWA labour rates in Year Two and subsequent years due to events outside
of OCWA’s control such as wage increases in new collective agreements between the
provincial government and the labour unions governing OCWA’s employees.
(h) Client owned SCADA, PLC and related control equipment maintenance including
regular cyber security assessments
Section 4.6 - Major Maintenance Expenditures
(a) “Major Maintenance Expenditures” means the charges for all non-routine, non-repetitive
activities, repair or replacement of machinery or equipment required for the continuity of
operations, safety, and operating performance of the Facilities that are necessary to
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prevent or correct a failure of any component of the equipment which is not included as
part of Routine Maintenance including labour charges, together with the Service Fee or
fixed fee basis.
(b) No later than August 31st of each Year this Agreement is in force, or a date as the Parties
may agree in writing, OCWA will provide the Client with rolling six (6)-year
recommendations for Major Maintenance Expenditures required for the long term
operation of the Facilities. The Client’s written approval of the estimate or revised
estimate, in the form set out in Schedule K, authorizes OCWA to incur the Major
Maintenance Expenditures included in the estimate (the “Approved Major Maintenance
Expenditures”).
(c) OCWA will invoice the Client for the Approved Major Maintenance Expenditures
together with supporting documentation and the Client shall pay the invoice within thirty
(30) days of the date of invoice.
(d) OCWA will not be required to obtain the prior approval of the Client for any Major
Maintenance item costing less than $2,500.00.
Section 4.7 - Capital Projects
(a) “Capital Projects” means changes and improvements to the Facilities which include the
installation of new technology, improvements to the efficiency, performance and operation of
the Facilities, replacement of major pieces of equipment, structural modifications to the
Facilities and the construction and commissioning of new Facilities.
(b) During the term of this Agreement, the Client may request OCWA to undertake Capital
Projects for the Client. The terms and conditions of such Capital Projects including the fee
shall be negotiated by OCWA and the Client.
(c) OCWA and the Client agree that a shared savings program can be evaluated for shared
expenditure and shared savings for both parties for system improvements during the term of
the Agreement. If OCWA is investing, it is expected that the OCWA repayment be
implemented before the shared savings program begins for both parties.
(d) OCWA may provide pricing for Capital Projects under a lump sum amount or on a time and
material basis.
Section 4.8 - Unexpected Expenses
(a) “Unexpected Expenses” means unanticipated expenditures or additional costs due to
supply chain issues or unexpected inflationary increases and include Major Maintenance
Expenditures in addition to the Approved Major Maintenance Expenditures, that OCWA
reasonably incurs in order to address a Change in Applicable Laws, any Uncontrollable
Circumstance, any work required by regulatory order (e.g. MECP or MOL) or identified
through an inspection (e.g. ESA, MECP, MOL) that is not solely the result of OCWA’s
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negligence in performing the Services or any other emergency situation, together with the
Service Fee.
(b) In the event that OCWA is required to incur Unexpected Expenses, OCWA will use best
efforts where feasible to obtain the prior written approval of the Client with respect to
those Unexpected Expenses only if time permits. Within ten (10) days of incurring the
Unexpected Expenses, OCWA will provide the Client with a report detailing the reasons
the Unexpected Expenses were incurred.
(c) Any Unexpected Expenses will be invoiced to the Client together with appropriate
supporting documentation, and the Client shall pay the invoice within thirty (30) days of
the date of the invoice.
(d) In the event that OCWA is required to incur Unexpected Expenses, OCWA will not
be required to obtain the prior approval of the Client for any Major Maintenance
Expenditure item costing less than $2,500.00.
Section 4.9 - Interest on Late Payments
(a) Monthly Payment of Annual Fee. If the Client’s monthly payment of the Annual Fee is
not available in OCWA’s designated bank account on the agreed to date of payment,
OCWA will notify the Client that the funds were not available. Interest will be charged
to the Client starting from the day after the payment was due in the account. Interest
shall be paid at a rate determined by the Minister of Finance, from time to time, as
payable on overdue accounts, in accordance with the Lieutenant Governor in Council
under s.10(4) of the Financial Administration Act, R.S.O. 1990, c.F.12, plus any banking
charges and an administrative fee.
(b) Other Invoices. Invoices, other than for the monthly payment set out in Section 4.8(a)
above, shall be paid no later than thirty (30) days from the date of the invoice and interest
shall begin to accrue one (1) day after the payment is due.
Section 4.10- Partial Payment of Disputed Invoices
(a) If the Client wishes to dispute any portion of an invoice, within forty-five (45) days from
the date on the disputed invoice, the Client must provide written notice to OCWA of the
charges in dispute. If no written notice is received within the above forty-five (45) days,
the invoice shall be deemed to be approved and interest shall be payable by the Client, if
still unpaid after thirty (30) days from the Client’s receipt of the invoice.
(b) If the Client disputes any portion of an invoice, the Client shall nonetheless pay to
OCWA the undisputed portion of the invoice by the due date and shall also continue to
pay all monthly payments of the Estimate and Management Fee due on the first of each
month. If any additional amount is finally determined to be payable to OCWA, the
Client shall pay OCWA the additional amount, plus interest as provided in Section 4.9(a)
above, within ten (10) days from the date of final determination.
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(c) If the disputed charges cannot be resolved with a reasonable time, the Parties shall seek
resolution in accordance with Article 5, Dispute Resolution.
Section 4.11 - Hydro Costs/Utility Costs
OCWA is not responsible for paying any Hydro/Utility Costs in respect of the Facilities.
The Client shall pay all Hydro/Utility Costs.
Section 4.12 - Optional Services
(a) If requested by the Client, OCWA may provide Optional Services to the Client by
Change Order as set out in Schedule H, provided that the Client and OCWA agree in
writing to the specific scope of work required.
(b) Unless otherwise agreed to in writing, fees for Optional Services which OCWA agrees to
provide to the Client shall be billed directly to the Client on a time and materials basis as
described in Schedule D.
(c) Once OCWA has agreed to provide Optional Services to the Client, the Optional Services
shall be subject to the terms and conditions of this Agreement, with any necessary
changes having been made.
(d) The labour and mileage rates described in Schedule D will be reviewed annually by
OCWA and may be subject to change.
Section 4.13 - Changes to the Agreement
(a) A Change to the Agreement may be carried out after execution of this Agreement by
Change Order. A Change Order shall be based upon agreement between the Parties and
shall be reflected in a Change Order Form.
(b) The Parties shall execute a Change Order Form, which shall be substantially in the form
found in Schedule H which will state their agreement upon all of the following:
(i) the services to be provided;
(ii) fees for the services provided under the Change Order;
(iii) the extent of the adjustment to the maintenance and operating schedule, if any;
(iv) the extent of any adjustments to the Annual Price, if any; and
(v) all other effects that the change has on the provisions of this Agreement, if any;
(vi) additional services and charges associated with the MECP’s Municipal Drinking
Water Licensing Program.
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Section 4.14 – Chemical & Biosolids Costs
(a) Chemical costs for Water Treatment at Richmond Water Treatment Facility are included
in the overall O&M price for this agreement term.
(b) Chemical costs and Biosolids costs for Wastewater Treatment at Port Burwell
Wastewater Treatment Facility will be billed to the Municipality on a Cost Plus basis. A
monthly budgeted amount will be invoiced as part of the monthly O&M invoice and will
be reconciled, to actual costs, annually following year end. Refer to Schedule D for
pricing details.
Section 4.15 - Adjustments for Tariffs
If any domestic or international government imposes or increases Tariffs on goods or
services purchased by OCWA in its provision of services to the Client, before or after the
Effective Date of this Agreement, OCWA’s fees will be adjusted accordingly.
ARTICLE 5 - DISPUTE RESOLUTION
Section 5.1 - Mediation
(a) If a dispute arises between the Client and OCWA which cannot be resolved within a
reasonable time, then the issue shall be referred to a mediator.
(b) The fees and expenses of the mediator shall be divided equally between the Parties.
(c) Involvement in mediation is on a without prejudice basis and does not preclude and is not
a bar to either Party pursuing whatever legal remedies may be available, including
litigation.
ARTICLE 6 - TERMINATION
Section 6.1 - Termination of Agreement
(a) At least one (1) calendar year before the expiry of the Current Term, the Client shall
notify OCWA in writing whether it wishes to terminate or renew this Agreement at the
end of the Current Term. However, OCWA reserves the right to decline to renew the
Agreement by notifying the Client in writing of its decision to decline, within thirty (30)
days of receipt of the Client’s written request to renew.
(b) During the Initial Term or any Renewal Term, this Agreement may only be terminated by
either the Client or OCWA by giving at least thirty (30) days’ notice in writing to the
other Party if:
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(i) there has been a material breach of the Agreement;
(ii) the Party complaining of the breach has given written notice of the breach to the
other Party; and
(iii) the other Party does not correct the breach within thirty (30) days of receiving the
notice.
(c) If either Party disputes the existence of a breach or that the breach is material, then the
dispute may be referred to mediation under Section 5.1 of this Agreement.
Section 6.2 - Early Termination
If this Agreement is terminated for any reason prior to the expiry of the Current Term,
then the Client shall pay OCWA for all Services provided up to the date of termination, as well
as any costs relating to the early termination, including but not limited to demobilization and
severance costs (in accordance with the collective agreements between OCWA and its
employees); the costs associated with the removal of remote monitoring and control systems
installed by OCWA; the costs of cancelling agreements with suppliers and subcontractors; as
well as any previously incurred Major Maintenance Expenditures, costs related to Capital
Projects, Unexpected Expenses and Optional Services.
Section 6.3 - Inventory Count of Consumables/Supplies
OCWA and the Client will conduct an inventory count of consumables/supplies at the
Facilities on the first day of the Initial Term or as soon as the Parties may agree. If OCWA no
longer operates the Facilities at termination of this Agreement, OCWA shall either:
(a) ensure that there is the same amount of consumables/supplies at the Facilities on the date
of termination as there was on the first day of the Initial Term; or
(b) reimburse the Client for any shortfall.
If the amount of consumables/supplies at the Facilities on the date of termination exceeds
the amount on the first day of the Initial Term, the Client will either reimburse OCWA for any
excess or OCWA may take possession of any excess, as OCWA may determine.
Section 6.4 - Final Settlement
If OCWA ceases to operate the Facilities, there shall be a final settlement of all accounts
with respect to the Annual Price and any other expenses incurred by OCWA and amounts owing
by or to the Client under this Agreement, no later than ninety (90) days after OCWA ceases to
provide the Services or thirty (30) days after OCWA has provided the Client with a final invoice,
whichever comes later.
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Section 6.5 - Transfer of Operations
Upon the termination of this Agreement, OCWA will return the following to the Client:
(a) OCWA will provide electronic PDF records of all electronic logbook entries and any
hard copy logbooks, based on the applicable record retention requirements.
(b) The original operations manuals that were provided by the Client to OCWA at the
commencement of the Services with all updates to the expiry date of the Agreement.
(c) A list of emergency phone numbers from the contingency plan binders used by OCWA
staff in respect of the Facilities.
(d) Maintenance and repair summary of equipment at the Facilities in electronic format
including the Facility identifier or name, order number, description and log comments.
(e) Summary of equipment registry data will be transferred in Excel format including the
following data fields including the 10-digit equipment number, description, and, if
available, manufacture, model, serial, specification data, and purchase or install date.
(f) OCWA will provide standard Operational Plan(s) paid for or provided by the Client,
however, OCWA does not provide any processes to the Client with regard to the
operation and maintenance of the Facility upon transfer of operations. OCWA disclaims
any and all liability regarding the use of any standard written documentation after
termination or expiration of the Agreement.
Section 6.6 - Restrictions on Recruitment of OCWA’s Employees
During the term of this Agreement and for one (1) year following the termination of this
Agreement, the Client shall not solicit or recruit any employee of OCWA, nor induce any
OCWA employee to leave his or her employ to work at the Facilities, unless mutually agreed to
in writing by the Client and OCWA.
ARTICLE 7 - GENERAL
Section 7.1 - Ownership of Technology
The Client acknowledges and agrees that in providing the Services, OCWA may utilize
certain technology developed by or for OCWA, for example, OCWA’s WMMS, Outpost 5
and/or PDM (the “Technology”). The Client further agrees that use of the Technology by
OCWA with respect to the Facilities does not in any way give the Client any ownership or
licensing rights in or to the Intellectual Property Rights to the Technology unless otherwise
agreed to in writing between the Parties. For greater certainty, nothing in this Section 7.1 shall
be interpreted as requiring OCWA to provide the Client with the Technology and any upgrades
or other similar technology in respect of the Facilities as part of the Annual Price.
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Section 7.2 - Agreement to Govern
If there is any inconsistency between the main body of this Agreement and any Schedule
to this Agreement, then the provision in the main body of this Agreement shall govern.
Section 7.3 - Entire Agreement
This Agreement constitutes the entire agreement between the Client and OCWA with
respect to the subject matter hereof and cancels and supersedes any prior understandings,
undertakings, representations, warranties, terms, conditions and agreements, whether collateral,
express, implied or statutory, between the Client and OCWA with respect thereto.
Section 7.4 - Amendments and Waivers
No amendment to this Agreement will be valid or binding unless it is in writing and duly
executed by both of the Parties hereto. No waiver of any breach of any provision of this
Agreement will be effective or binding unless it is in writing and signed by the Party purporting
to give such waiver and, unless otherwise provided, will be limited to the specific breach waived.
Section 7.5 - Successors and Assigns
This Agreement shall operate to the benefit of and be binding upon, the Parties hereto and
their successors and assigns. This Agreement may be assigned in the discretion of either Party.
Section 7.6 - Survival
All outstanding payment obligations, and the confidentiality obligation under Section
7.11, shall survive indefinitely the termination of this Agreement.
Section 7.7 - Severability
If any provision of this Agreement is determined to be invalid or unenforceable in whole
or in part, such invalidity or unenforceability shall attach only to such provision and everything
else in this Agreement shall continue in full force and effect.
Section 7.8 - Notices
(a) All notices required or permitted to be given under this Agreement shall be in writing and
shall be deemed to be properly given if hand-delivered, sent by email, sent by confirmed
facsimile or by registered mail postage prepaid, return receipt requested, or by courier, to
the Parties at their respective addresses as set forth below, or to such other addresses as
the Parties may advise by like notice. Such notices if sent by email, facsimile, registered
mail or courier shall be deemed to have been given when received.
(i) if to the Client: Municipality of Bayham
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Address: 56169 Heritage Line, PO Box 160
Straffordville, ON N0J 1Y0
Telephone: 519-866-5521
Fax: 519-866-3884
Email: cao@bayham.on.ca
Attention: Thomas Thayer – Chief Administrative Officer
(ii) if to OCWA: Ontario Clean Water Agency
Address: 450 Sunset Drive, Suite 370
St. Thomas, ON N5R 5V1
Telephone: 519-319-2233
Email: ssianas@ocwa.com
Attention: Sam Sianas - Regional Hub Manager
(b) A Party to this Agreement may change its address for the purpose of this Section by
giving the other Party notice of such change of address in the manner provided in this
Section.
Section 7.9 - Counterparts
This Agreement may be executed in counterparts, each of which shall constitute an
original and all of which taken together shall constitute one and the same instrument.
Section 7.10 - Freedom of Information
The Parties understand that this Agreement and any materials or information provided to
OCWA through the performance of the Services may be subject to disclosure under the Freedom
of Information and Protection of Privacy Act, R.S.O. 1990, c.F.31, as amended, or as otherwise
required by law.
Section 7.11 - Confidentiality
The Parties shall strictly maintain confidential and secure all material and information
provided, directly or indirectly, by the other Party pursuant to this Agreement. Subject to
relevant legislation related to freedom of information or the protection of privacy and any other
laws, neither Party shall directly or indirectly disclose to any person, either during or following
the term of this Agreement, any such material or information provided to it by the other Party
without first obtaining the written consent of the Party who provided such material or
information, allowing such disclosure.
Section 7.12 - Change in Circumstance
(a) In the event that there is a change in circumstances or condition that is not covered under
the terms of this Agreement, such as supply chain disruptions, global and national
economic turbulence including, without limitation, a Change in Applicable Laws or
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change in the scope of services provided (a “Change in Circumstance”), then the Party
asserting the occurrence of such Change in Circumstance shall give written notice to the
other Party, and the written notice shall contain:
(i) details of the Change in Circumstance;
(ii) details of the inadequacy of this Agreement; and
(iii) a proposal for an amending agreement to remedy the Change in Circumstance.
(b) The Parties shall negotiate in good faith any amendments to this Agreement necessary to
give effect to or comply with the Change, including any adjustments to the Annual Price
or the Services to be provided, which shall be effected as of the date of the Change. If
the Parties dispute the existence of a Change, or the recommendation proposed to rectify
the Change or the terms and provisions of any amendment to the Agreement, then either
Party may refer the dispute to mediation under Article 5, Dispute Resolution.
IN WITNESS WHEREOF the Parties have duly executed this Agreement.
ONTARIO CLEAN WATER AGENCY
____________________ By: __________________________
Date of Signing (Authorized Signing Officer)
____________________ By: __________________________
Date of Signing (Authorized Signing Officer)
THE CORPORATION OF THE
MUNICIPALITY OF BAYHAM
____________________ By: __________________________
Date of Signing (Authorized Signing Officer)
____________________ By: __________________________
Date of Signing (Authorized Signing Officer)
Jeff St Pierre, VP Operations
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SCHEDULE A - The Facilities
Part 1. Description of the Facilities
For the purposes of this Agreement, the description of the Facilities is set out in the
following document(s):
Water Treatment & Distribution
Name of Facility: Municipality of Bayham Distribution System
Name of System: Municipality of Bayham Distribution System
Drinking Water Licence No.: 061-101 Issue No.: 5
DWL Issue Date: January 21. 2025
Address: 56169 Heritage Line, Staffordville Ontario, N0J 1Y0
Name of Facility: Richmond Community Water Treatment Plant
Name of System: Richmond Community Water Supply System
Drinking Water Licence No.: 061-102 Issue No.: 4
DWL Issue Date: January 21, 2025
Address: 9190 Richmond Road, Municipality of Bayham, County of Elgin
Municipality of Bayham Distribution System
Drinking Water Works Permit Number: 061-201 Issue No.: 5
DWWP Issue Date: January 21, 2025
Richmond Community Water Supply System
Drinking Water Works Permit Number: 061-201 Issue No.: 5
SWWP Issue Date: January 21, 2025
Wastewater Treatment & Collection
Name of Facility: Port Burwell Wastewater Treatment Plant
Name of System: Port Burwell Wastewater Treatment Plant
Environmental Compliance Approval No.: 0112-B6VQV8
ECA Issue Date: December 6, 2018
Address: 1 Chatham Street, Bayham Municipality, County of Elgin N0J 1T0
Name of Facility: Port Burwell Wastewater Collection System
Name of System: Port Burwell Wastewater Collection System
Environmental Compliance Approval No.: 2248-B2RRXN
ECA Issue Date: August 1, 2018
Address: 56169 Heritage Line, Staffordville, Ontario N0J 1Y0
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SCHEDULE B - Definitions
In this Agreement, the following terms are defined below or in the section in which they
first appear:
“Agreement” means this agreement together with Schedules A, B, C, D, E, F, G and H attached
hereto and all amendments made hereto by written agreement between OCWA and the Client.
“Annual Price” is defined in Section 1 under Schedule D of this Agreement.
“Applicable Laws” means any and all statutes, by-laws, regulations, permits, approvals,
standards, guidelines, certificates of approval, licences, judgments, orders, injunctions,
authorizations, directives, whether federal, provincial or municipal including, but not limited to
all laws relating to occupational health and safety matters, fire prevention and protection, health
protection and promotion, land use planning, environment, Building Code, or workers’
compensation matters and includes Environmental Laws.
“Approved Major Maintenance Expenditures” is defined in Paragraph 4.6(b) of this
Agreement. “Asset(s)” is defined in Schedule A.
“Authorizations” means any by-laws, licences, certificates of approval, permits, consents and
other authorizations or approvals required under Applicable Laws from time to time in order to
operate the Facilities.
“Authorized Representative(s)” is defined in Section 2.4 of this Agreement.
“Business Days” means a day other than a Saturday, Sunday or statutory holiday in Ontario.
“Business Hours” means the hours between 8:00 a.m. and 4:00 p.m. on a Business Day.
“Capital Projects” is defined in Section 4.7(a) of this Agreement.
“Change in Applicable Laws” means the enactment, adoption, promulgation, modification,
issuance, repeal or amendment of any Applicable Laws that occur after the date this Agreement
is executed by both Parties.
“Change Order” means the document shown in Schedule H describing the changes to the
Agreement agreed to by both parties.
“Chemical Costs” is defined in Section 4.15(a).
“Claim” means any claim, fine, penalty, liability, damages, loss and judgments (including but
not limited to, costs and expenses incidental thereto).
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“Consolidated Linear Infrastructure” or “CLI” means the consolidation of (1) all of a Client’s
sewage works into a single ECA or (2) all of a Client’s stormwater management works into a
single ECA.
“CPI Adjustment” means the percentage difference between the Statistics Canada Consumer
Price Index, All Items (Ontario) (“CPI”) during JUNE of the previous Year as compared to the
CPI of JUNE of the current Year.
“Current Annual Chemical Cost” is defined in Section 4.15(a).
“Current Annual Natural Gas Cost” is defined in Section 4.14(a).
“Current Term” is defined in Paragraph 4(c) under Schedule D of this Agreement.
“Crown” means His Majesty the King in Right of Ontario.
“Drinking Water Quality Management Standard (DWQMS)” means the standard that sets
out the minimum requirements for the operation of a drinking water system.
“Effective Date” is defined on Page 1 of this Agreement.
“Environmental Compliance Approval” or “ECA” is defined in Schedule A.
“Environmental Laws” means, any and all statutes, by-laws, regulations, permits, approvals,
certificates of approval, licences, judgments, orders, judicial decisions, injunctions, and
authorizations related to environmental matters or occupational health and safety and which are
applicable to the operation of water and wastewater treatment facilities.
“ESA” means the Electrical Safety Authority.
“Facilities” is defined in Paragraph (b) of the Recitals to this Agreement and further described in
Schedule A.
“Hydro Costs” means hydroelectricity costs due to the operation and maintenance of the
Facilities.
“Indemnification Process” means the procedures a Party is required to follow to obtain
indemnification:
(a) upon receipt of a Claim, or notice of claim, the Indemnified Party shall immediately
forward such Claim or notice of Claim to the Indemnifying Party;
(b) if requested by the Indemnifying Party, the Indemnified Party shall provide all
documentation relating to the Claim or notice of Claim;
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(c) the Indemnified Party shall take such steps necessary to protect its right to defend such
Claim or notice of Claim and shall assign such right to the Indemnifying Party including
any subrogation rights;
(d) the Indemnifying Party shall not settle any Claim, or notice of Claim without the prior
written consent of the Indemnified Party; and
(e) the Indemnified Party shall have the right to take-over the defence of any Claim, or notice
of Claim and the Indemnifying Party shall fully co-operate with such action.
“Indemnified Parties” is defined in Paragraph 3.3(a) of this Agreement.
“Indemnifying Party” means the Party responsible for dealing with any Claims and paying out
any Claims.
“Initial Term” is defined in Section 4.1 of this Agreement.
“Insurable Value” is the value of the Facility(ies) based on replacement cost as described in
Schedule E and submitted by June 1st in advance of the next year.
“Insurance” is defined in Paragraph 2.7(a) and further described in Schedule E.
“Intellectual Property Rights” means any copyright, trademark, patent, registered design,
design right, topography right, service mark, application to register any of the aforementioned
rights, trade secret, rights in unpatented know-how, right of confidence and any other intellectual
or industrial property rights of any nature whatsoever in any part of the world.
“Locate (s)” means the identification and marking on the ground the location of the Client’s core
underground water and wastewater infrastructure at the Facility, made with regard to a proposed
excavation or dig and based on a written document containing information respecting the
location of Client’s underground infrastructure provided by the Client and relied upon by
OCWA. See Schedule D for financial charges
“Major Maintenance Expenditures” is defined in Paragraph 4.6(a) of this Agreement.
“MECP” means the (Ontario) Ministry of the Environment, Conservation and Parks.
“MOL” means the (Ontario) Ministry of Labour.
“Natural Gas Costs” is defined in Section 4.14(a).
“OHSA” means the Occupational Health and Safety Act, R.S.O. 1990, c. O.1.
“Operational Plan(s)” means standard written documentation developed to establish policy and
objectives with regard to quality.
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“Optional Services” means any services not included in the Annual Price that the Client and
OCWA agree in writing to designate as “Optional Services” subject to Section 4.12.
“Outpost 5” means a remote monitoring and control system designed and constructed by
OCWA and its consultants for the purpose of monitoring and controlling processes at water
treatment facilities and their related parts.
“Overall Responsible Operator” means the person who will act as the overall responsible
operator pursuant to Section 23 of O. Reg. 128/04 under the Safe Drinking Water Act, 2002 (the
“SDWA”) and Section 15 of O. Reg. 129/04 under the Ontario Water Resources Act (the
“OWRA”) in respect of the Facilities.
“OWRA” means the Ontario Water Resources Act, R.S.O. 1990.
“Parties” is defined in Paragraph (d) of the Recitals to the Agreement.
“PDM” or “Process Data Management” means technology that allows process data to be
entered into a format that can be viewed, manipulated and retrieved in the form of customized
reports.
“PLC” means Programmable Logic Controller
“Pre-existing Condition” is defined in Section 2.5 of this Agreement.
“Renewal Term” is defined in Section 4.1 of this Agreement.
“Routine Maintenance” means regular and/or repetitive activities recommended by the
equipment or facility manufacturer or practices of a prudent operator to maintain the reasonably
expected service life of the equipment and components thereof and includes preventative
maintenance.
“SCADA” means Supervisory Control and Data Acquisition.
“SDWA” means the Safe Drinking Water Act, 2002, S.O. 2002 c.32.
“Service Fee” is defined and described in Schedule D.
“Services” is defined in Section 2.1 of this Agreement.
“Tariffs” means a tax that a country levies on imported goods and services.
“Technology” is defined in Section 7.1 of this Agreement.
“Uncontrollable Circumstance” is defined in Paragraph 2.2(c) of this Agreement.
“Unexpected Expenses” is defined in Paragraph 4.8(a) of this Agreement.
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“Utility Costs” means the costs of natural gas used in the operation of the Facilities.
“WMMS” or “Work Management Maintenance System” means a computer program used to
determine a program of preventive maintenance activities for equipment in a facility based on a
risk analysis that considers factors such as equipment life expectancy, present value and
replacement cost.
“Year” means the three hundred and sixty-five (365) day period from January 1st to December
31st of the calendar year.
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SCHEDULE C - The Services
A - Services for Water Treatment System
Part 1 - Services included in the Annual Price
OCWA will provide the following services:
1. Staffing
(a) certified operator(s) to attend at the Facilities as required under normal operating
conditions on Business Days and during Business Hours and supply other personnel as
may be necessary to operate, maintain and manage the Facilities under normal operating
conditions in compliance with the requirements of Applicable Laws, terms of an
Agreement, including management, operation, routine maintenance, administration and
reporting;
(b) supply a certified operator(s), who will be on call 24 hours per day, 365 days per year to
respond to emergency conditions in respect of the operation of the Facilities, any such
response to be charged to the Client in accordance with Schedule D herein or by way of
an annual set amount;
(c) provide all necessary training and continuing education for staff to ensure the continued
operation of the Facilities, in accordance with all Applicable Laws;
(d) new employees will receive locate training within first six months of employment with
OCWA in this Client area. The Client will be provided with appropriate training records
to verify training for each employee;
(e) provide an Overall Responsible Operator for the Facilities.
2. Regulatory Reporting
(a) prepare and submit all reports to the Client and the MECP respecting the operation and
maintenance of the Facilities as required by the MECP or any other regulatory agency or
body having jurisdiction at the time of the Agreement;
(b) review any inspection reports prepared by the MECP in respect of the Facilities and,
subject to any approvals of the Client, either correct or negotiate with the MECP
amendments to a deficiency;
(c) report to the Client and the MECP non-compliance with a regulatory requirement;
(d) maintain Drinking Water Quality Management System plan.
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3. Operations Manuals
(a) recommend to the Client, any section in the operating manuals that should be
modified/changed to ensure that the operating manuals reflect the actual or revised
approach to operating the Facilities; which recommendations may require third party
assistance.
4. Initial Inventory
(a) develop and maintain an inventory of the Client’s original equipment tools and
attractables in place as of the effective date of the Agreement;
(b) develop inventory of critical spare parts.
5. Change In Laws
(a) notify the Client of any modifications or changes to the Services or the Facilities required
to comply with any Change in Laws and subject to Client approval make the required
modifications or changes at an additional cost.
6. Facility Emergency Preparedness
(a) prepare and revise, as necessary, an Emergency Plan for the Facilities consistent with the
requirements of the Applicable Laws and the Client’s Emergency Plans;
(b) establish procedures for managing foreseeable emergencies or abnormal conditions
affecting the Facilities.
7. General
(a) good housekeeping to maintain a safe work environment;
(b) provide security at the Facilities by maintaining the existing fences and gates and locking
same and notifying the Client of the need for any repairs;
(c) provide mobile communications services.
8. Routine Operations & Maintenance
(a) in providing routine operation of the Facilities, OCWA will conduct:
(i) visual inspection of all buildings, equipment and Facilities insofar as can be
observed while these are in service;
(ii) instrumentation cleaning, verification of meters;
(iii) sampling and/or on-site analysis;
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(iv) sample collection, preservation, packing and shipment for off-site analyses as
required by Applicable Laws at the time of the commencement of this Agreement;
(v) laboratory sampling, analysis and reports as required by Applicable Laws at the
time of the commencement of this Agreement;
(vi) coordination of chemical supply with chemical vendors;
(vii) checks and responses to alarms during Business Hours;
(viii) inspection of process control equipment to ensure proper operation of
disinfection system, pumps, valves, chemicals system;
(ix) maintenance of daily on-site logs and records, including process control log
sheets, laboratory data log sheets, bypass reports and routine checklists as
required by Applicable Laws;
(x) consolidation and processing of OCWA’s internal operational data forms for
statistical input into a reporting system for the Client Connection report;
(xi) recording and analysis of flows, chemicals used, residuals and other process
readings as required;
(xii) utilize Client’s SCADA system (if applicable) for trending review and reporting,
gap analysis, testing, and compliance;
(xiii) before August 31st (as per agreement 4.6(b), prepare a report outlining the
foreseeable Major Maintenance Expenditures and Capital Projects required for the
Facilities, complete with cost estimates for the Client’s budgeting purposes;
(xiv) maintenance of vehicle(s) used in providing the services, including fuel and any
other operating costs associated with such vehicle(s);
(xv) annually, OCWA will conduct, at no charge, the first 300 locates (as defined by a
single service address) in the water distribution system and wastewater collection system
during regular working hours, as part of this agreement Thereafter, additional emergency
locates shall be billed at the rates as detailed in Schedule D (3) Optional Services;
9. Scheduled and Emergency Repairs:
The Client will take the lead on the coordination of Scheduled and Emergency Repairs.
OCWA shall provide assistance to the Client for Scheduled and Emergency repairs which
occur during normal business hours, require less than 2 OCWA staff members, and are less
than 4 hours in duration at no additional charge to the Client. For Emergency or Scheduled
Repairs occurring outside of normal business hours, or that exceed the maximum 4 hour
period during Business Hours, OCWA will bill the Client in accordance with Section 4.11
Optional Services.
10. Fire Hydrants:
(i) semi-annual flushing, opening, exercising and winterizing of water hydrants as
required; perform routine maintenance on each hydrant as per manufacturer
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specifications and in accordance with OCWA QEMS Hydrant Flushing SOP.
Operators shall remove and inspect all hydrant ports and gaskets and replace gaskets
as required and lubricate threads and all caps. Remove hydrant operating nut and
lubricate as required;
(ii) pump out barrels when required and ensure each hydrant is drained fully and all ports
are secure. Re-inspect hydrants after fall flushing and pump out as required prior to
winter freezing period annually;
(iii) on an annual basis (spring) OCWA in conjunction with flushing of all hydrants will
exercise hydrant auxiliary valves down 100%;
(iv) OCWA will coordinate fire flow testing and colour coding of all hydrants as per the
NFPA 291. A new cycle of fire flow testing will commence every 5 year term. This
service will be charged as an out of scope service.
(b) perform Routine Maintenance on the equipment used in the operation of the Facilities as
specified in the maintenance management system including mechanical, electrical,
HVAC, instrumentation and communication;
(c) utilize a maintenance management system which shall record information related to the
maintenance of the Facilities.
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Part 2 - Optional Services (To Be Provided at the Request of the Client)
OCWA may provide additional services to the Client including but not limited to the Optional
Services set out below:
1. Operation Related Services
(a) operation manual updates;
(b) water meter installation/replacement/reading;
(c) water service disconnect and reconnect;
(d) new water service installation or connection inspection;
(e) well cameraing/well level monitoring;
(f) clearwell cleaning;
(g) back flow prevention measures.
2. Capital Projects Plans
(a) prepare a detailed Capital Projects Plan for the facility(ies).
3. Watermain Services
(a) water infrastructure Locates;
(b) contract repair for watermain breaks including road restoration;
(c) inspection of repaired water pipes;
(d) thawing water pipes;
(e) new watermain conditioning;
(f) watermain swabbing;
(g) intake inspection;
(h) exercising secondary valves;
(i) leak detection;
(j) chamber inspections, monitoring.
4. Engineering Services
(a) engineering services;
(b) energy audits;
(c) water tower painting and repair;
(d) provide assistance and/or complete applicable funding applications;
(e) initial condition inspection;
(f) financial plans for water infrastructure.
5. Hydrant Services
(a) hydrant flow testing;
(b) hydrant repairs;
(c) painting hydrants.
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6. Information Technology Services
(a) SCADA development and maintenance.
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B - Services for Water Distribution System
Part 1 - Services included in the Annual Price
OCWA will provide the following services:
1. Staffing
(a) certified operator(s) to attend at the Facilities as required under normal operating
conditions on Business Days and during Business Hours and supply other personnel as
may be necessary to operate, maintain and manage the Facilities under normal operating
conditions in compliance with the requirements of Applicable Laws, terms of an
Agreement, including management, operation, routine maintenance, administration and
reporting;
(b) supply a certified operator(s), who will be on call 24 hours per day, 365 days per year to
respond to emergency conditions in respect of the operation of the Facilities, any such
response to be charged to the Client in accordance with Schedule D herein or by way of
an annual set amount;
(c) provide all necessary training and continuing education for staff to ensure the continued
operation of the Facilities, in accordance with all Applicable Laws;
(d) new employees will receive locate training within first six months of employment with
OCWA in this Client area. The Client will be provided with appropriate training records
to verify training for each employee;
(e) provide an Overall Responsible Operator for the Facilities.
2. Regulatory Reporting
(a) prepare and submit all reports to the Client and the MECP respecting the operation and
maintenance of the Facilities as required by the MECP or any other regulatory agency or
body having jurisdiction at the time of the Agreement;
(b) review any inspection reports prepared by the MECP in respect of the Facilities and,
subject to any approvals of the Client, either correct or negotiate with the MECP
amendments to a deficiency;
(c) report to the Client and the MECP non-compliance with a regulatory requirement;
3. Operations Manuals
(a) recommend to the Client, any section in the operating manuals that should be
modified/changed to ensure that the operating manuals reflect the actual or revised
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approach to operating the Facilities; which recommendations may require third party
assistance.
4. Initial Inventory
(a) develop and maintain an inventory of the Client’s original equipment tools and
attractables in place as of the effective date of the Agreement;
(b) develop inventory of critical spare parts.
5. Change In Laws
(a) notify the Client of any modifications or changes to the Services or the Facilities required
to comply with any Change in Laws and subject to Client approval make the required
modifications or changes at an additional cost.
6. Facility Emergency Preparedness
(a) prepare and revise, as necessary, an Emergency Plan for the Facilities consistent with the
requirements of the Applicable Laws and the Client’s Emergency Plans;
(b) establish procedures for managing foreseeable emergencies or abnormal conditions
affecting the Facilities.
7. General
(a) good housekeeping to maintain a safe work environment;
(b) provide security at the Facilities by maintaining the existing fences and gates and locking
same and notifying the Client of the need for any repairs security alarm systems;
(c) provide mobile communications services.
8. Operations & Maintenance
(a) in providing routine operation of the Facilities, OCWA will conduct:
(i) visual inspection of all buildings, equipment and Facilities insofar as can be
observed while these are in service;
(ii) instrumentation cleaning, verification of meters;
(iii) sampling and/or on-site analysis;
(iv) sample collection, preservation, packing and shipment for off-site analyses as
required by Applicable Laws at the time of the commencement of this Agreement;
(v) laboratory sampling, analysis and reports as required by Applicable Laws at the
time of the commencement of this Agreement;
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(vi) coordination of chemical supply with chemical vendors;
(vii) checks and response to alarms during Business Hours;
(viii) inspection of process control equipment to ensure proper operation of
disinfection system, pumps, valves, chemicals system;
(ix) maintenance of daily on-site logs and records, including process control log
sheets, laboratory data log sheets, bypass reports and routine checklists as
required by Applicable Laws;
(x) consolidation and processing of OCWA’s internal operational data forms for
statistical input into a reporting system for the Client Connection report;
(xi) detection of significant water loss based on monitoring of flow readings, tower
stand pipes and ground water reservoir’s for levels and pressures;
(xii) recording and analysis of flows, chemicals used, residuals and other process
readings as required;
(xiii) utilize Client’s SCADA system (if applicable) for trending review and reporting,
gap analysis, testing, and compliance;
(xiv) before August 31st (as per agreement 4.6(b), prepare a report outlining the
foreseeable Major Maintenance Expenditures and Capital Projects required for the
Facilities, complete with cost estimates for the Client’s budgeting purposes;
(xv) maintenance of vehicle(s) used in providing the services, including fuel and any
other operating costs associated with such vehicle(s);
(xvi) flushing, opening, exercising and winterizing of fire hydrants as required during
regular business hours;
(xvii) main distribution shut-off valves exercising annually or as needed;
(xviii) annually, OCWA will conduct, at no charge, the first 300 locates (as defined by a
single service address) in the water distribution system and wastewater collection
system during regular working hours, as part of this agreement Thereafter,
additional emergency locates shall be billed at the rates as detailed in Schedule D
(3) Optional Services;
9. Scheduled and Emergency Repairs:
The Client will take the lead on the coordination of Scheduled and Emergency Repairs.
OCWA shall provide assistance to the Client for Scheduled and Emergency repairs which
occur during normal business hours, require less than 2 OCWA staff members, and are less
than 4 hours in duration at no additional charge to the Client. For Emergency or Scheduled
Repairs occurring outside of normal business hours, or that exceed the maximum 4 hour
period during Business Hours, OCWA will bill the Client in accordance with Section 4.11
Optional Services.
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10. Fire Hydrants:
(i) semi-annual flushing, opening, exercising and winterizing of water hydrants as
required; perform routine maintenance on each hydrant as per manufacturer
specifications and in accordance with OCWA QEMS Hydrant Flushing SOP.
Operators shall remove and inspect all hydrant ports and gaskets and replace gaskets
as required and lubricate threads and all caps. Remove hydrant operating nut and
lubricate as required;
(ii) pump out barrels when required and ensure each hydrant is drained fully and all ports
are secure. Re-inspect hydrants after fall flushing and pump out as required prior to
winter freezing period annually;
(iii) on an annual basis (spring) OCWA in conjunction with flushing of all hydrants will
exercise hydrant auxiliary valves down 100%;
(iv) OCWA will coordinate fire flow testing and colour coding of all hydrants as per the
NFPA 291. A new cycle of fire flow testing will commence every 5 year term. This
service will be billed as an out of scope service.
(b) perform Routine Maintenance on the equipment used in the operation of the Facilities as
specified in the maintenance management system including mechanical, electrical,
HVAC, instrumentation and communication;
(c) implement and utilize a maintenance management system which shall record information
related to the maintenance of the Facilities.
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C – Services for Wastewater Treatment System
Part 1 – Services included in the Annual Price
OCWA will provide the following services:
1. Staffing
(a) certified operator(s) to attend at the Facilities as required under normal operating
conditions on Business Days and during Business Hours and supply other personnel as
may be necessary to operate, maintain and manage the Facilities under normal operating
conditions in compliance with the requirements of Applicable Laws, Agreement Terms
and Scope of Work (SOW), including management, operation, routine maintenance,
administration and reporting;
(b) supply a certified operator(s), who will be on call 24 hours per day, 365 days per year to
respond to emergency conditions in respect of the operation of the Facilities, any such
response to be charged to the Client in accordance with Schedule D herein or by way of
an annual set amount;
(c) provide all necessary training and continuing education for staff to ensure the continued
operation of the Facilities, in accordance with all Applicable Laws;
(d) new employees will receive locate training within first six months of employment with
OCWA in this Client area. The Client will be provided with appropriate training records
to verify training for each employee;
(e) provide an Overall Responsible Operator for the Facilities.
2. Regulatory Reporting
(a) prepare and submit all reports to the Client and the MECP respecting the operation and
maintenance of the Facilities as required by the MECP or any other regulatory agency or
body having jurisdiction at the time of the Agreement;
(b) review any inspection reports prepared by the MECP in respect of the Facilities and,
subject to any approvals of the Client may correct or negotiate with the MECP
amendments to a deficiency;
(c) report to the Client and the MECP non-compliance with a regulatory requirement.
3. Operations Manuals
(a) recommend to the Client, any section in the operating manuals that should be ‘s
modified/changed to ensure that the operating manuals reflect the actual or revised
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approach to operating the Facilities, which recommendations may require third party
assistance.
4. Initial Inventory
(a) develop and maintain inventory of the Client’s original equipment tools and attractables
in place as of the date of the Agreement;
(b) develop inventory of critical spares.
5. Change In Laws
(a) notify the Client of any modifications or changes to the Services or the Facilities required
to comply with any Change in Laws and subject to Client approval make the required
modifications or changes at an additional cost.
6. Facility Emergency Preparedness
(a) prepare and revise, as necessary, an Emergency Plan for the Facilities consistent with the
requirements of the Applicable Laws and the Client’s Emergency Plans;
(b) establish procedures for managing foreseeable emergencies or abnormal conditions
affecting the Facilities.
7. General
(a) good housekeeping to maintain a safe work environment;
(b) provide security at the Facilities by maintaining the existing fences and gates and locking
same and notifying the Client of the need for any repairs;
(c) provide mobile communications services.
8. Routine Operations & Maintenance
(a) in providing routine operation of the Facilities, OCWA will conduct:
(i) visual inspection of all buildings, equipment and Facilities insofar as can be
observed while these are in service;
(ii) instrumentation cleaning, verification of meters;
(iii) sampling and/or on-site analysis;
(iv) sample collection, preservation, packing and shipment for off-site analysis as
required by Applicable Laws at the time of the commencement of this Agreement;
(v) laboratory sampling, analysis and reports as required by Applicable Laws at the
time of the commencement of this Agreement;
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(vi) coordination of chemical supply with chemical vendors;
(vii) checks and response to alarms during Business Hours;
(viii) inspection of process control equipment to ensure proper operation of
disinfection system, pumps, valves, chemicals system;
(ix) maintenance of daily on-site logs and records, including process control log
sheets, laboratory data log sheets, bypass reports and routine checklists as
required by Applicable Laws;
(x) consolidation and processing of OCWA’s internal operational data forms for
statistical input into a reporting system for the Client Connection report;
(xi) calculation, recording and analysis of the amount of wastewater treated daily
flows/monthly flows;
(xii) recording and analysis of flows, chemicals used, residuals and other process
readings as required;
(xiii) monitor and adjust dosages of process chemicals;
(xiv) utilize Client’s SCADA system (if applicable) for trending review and reporting,
gap analysis, testing, and compliance;
(xv) before August 31st (as per agreement 4.6 (b), prepare a report outlining the
foreseeable Major Maintenance Expenditures and Capital Projects required for the
Facilities, complete with cost estimates for the Client’s budgeting purposes;
(xvi) maintenance of vehicle(s) used in providing the services, including fuel and any
other operating costs associated with such vehicle(s);
(xvii) removal of grit and screening;
(xviii) clean valve chambers and exercise valves annually or as needed;
(xix) annually, OCWA will conduct, at no charge, the first 300 locates (as defined by a
single service address) in the water distribution system and wastewater collection
system during regular working hours, as part of this agreement Thereafter,
additional emergency locates shall be billed at the rates as detailed in Schedule D
(3) Optional Services;
9. Scheduled and Emergency Repairs:
The Client will take the lead on the coordination of Scheduled and Emergency Repairs. OCWA
shall provide assistance to the Client for Scheduled and Emergency repairs which occur during
normal business hours, require less than 2 OCWA staff members, and are less than 4 hours in
duration at no additional charge to the Client. For Emergency or Scheduled Repairs occurring
outside of normal business hours, or that exceed the maximum 4 hour period during Business
Hours, OCWA will bill the Client in accordance with Section 4.11 Optional Services.
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(b) perform routine preventive maintenance on the equipment used in the operation of the
Facilities as specified in the maintenance management system including mechanical,
electrical, HVAC, instrumentation and communication;
(c) implement and utilize a maintenance management system which shall record information
related to the maintenance of the Facilities.
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D - Services for Wastewater Collection System
Part 1 – Services
OCWA will provide the following services:
1. Staffing
(a) certified operator(s) to attend at the Facilities as required under normal operating
conditions on Business Days and during Business Hours and supply other personnel as
may be necessary to operate, maintain and manage the Facilities under normal operating
conditions in compliance with the requirements of Applicable Laws, Agreement Terms
and Scope of Work (SOW), including management, operation, routine maintenance,
administration and reporting;
(b) supply a certified operator(s), who will be on call 24 hours per day, 365 days per year to
respond to emergency conditions in respect of the operation of the Facilities, any such
response to be charged to the Client in accordance with Schedule D herein or by way of
an annual set amount;
(f) provide all necessary training and continuing education for staff to ensure the continued
operation of the Facilities, in accordance with all Applicable Laws;
(g) new employees will receive locate training within first six months of employment with
OCWA in this Client area. The Client will be provided with appropriate training records
to verify training for each employee;
(h) provide an Overall Responsible Operator for the Facilities.
2. Regulatory Reporting
(a) prepare and submit all reports to the Client and the MECP respecting the operation and
maintenance of the Facilities as required by the MECP or any other regulatory agency or
body having jurisdiction at the time of the Agreement;
(b) review any inspection reports prepared by the MECP in respect of the Facilities and,
subject to any approvals of the Client may correct or negotiate with the MECP
amendments to a deficiency;
(c) report to the Client and the MECP non-compliance with a regulatory requirement.
3. Operations Manuals
(a) recommend to the Client, any section in the operating manuals that should be
modified/changed to ensure that the operating manuals reflect the actual or revised
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approach to operating the Facilities, which recommendations may require third party
assistance.
4. Initial Inventory
(a) develop and maintain inventory of the Client’s original equipment tools and attractables
in place as of the date of the Agreement;
(b) develop inventory of critical spares.
5. Change In Laws
(a) notify the Client of any modifications or changes to the Services or the Facilities required
to comply with any Change in Laws and subject to Client approval make the required
modifications or changes at an additional cost.
6. Facility Emergency Preparedness
(a) prepare and revise, as necessary, an Emergency Plan for the Facilities consistent with the
requirements of the Applicable Laws and the Client’s Emergency Plans;
(b) establish procedures for managing foreseeable emergencies or abnormal conditions
affecting the Facilities.
7. General
(a) good housekeeping to maintain a safe work environment;
(b) provide security at the Facilities by maintaining the existing fences and gates and locking
same and notifying the Client of the need for any repairs security alarm systems;
(c) provide mobile communications services.
8. Routine Operations & Maintenance
(a) in providing routine operation of the Facilities, OCWA will conduct:
(i) visual inspection of all buildings, equipment and Facilities insofar as can be
observed while these are in service;
(ii) instrumentation cleaning, verification of meters;
(iii) sampling and/or on-site analysis;
(iv) sample collection, preservation, packing and shipment for off-site analysis as
required by Applicable Laws at the time of the commencement of this Agreement;
(v) laboratory sampling, analysis and reports as required by Applicable Laws at the
time of the commencement of this Agreement;
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(vi) coordination of chemical supply with chemical vendors;
(vii) checks and response to alarms during Business Hours;
(viii) inspection of process control equipment to ensure proper operation of
disinfection system, pumps, valves, chemicals system;
(ix) maintenance of daily on-site logs and records, including process control log
sheets, laboratory data log sheets, bypass reports and routine checklists as
required by Applicable Laws;
(x) consolidation and processing of OCWA’s internal operational data forms for
statistical input into a reporting system for the Client Connection report;
(xi) recording and analysis of flows, chemicals used, residuals and other process
readings as required;
(xii) monitor and adjust dosages of process chemicals;
(xiii) utilize Client’s SCADA system (if applicable) for trending review and reporting,
gap analysis, testing, and compliance;
(xiv) before August 31st (as per agreement 4.6 (b), prepare a report outlining the
foreseeable Major Maintenance Expenditures and Capital Projects required for the
Facilities, complete with cost estimates for the Client’s budgeting purposes;
(xv) maintenance of vehicle(s) used in providing the services, including fuel and any
other operating costs associated with such vehicle(s);
(xvi) manhole inspections on an annual basis;
(xvii) annually, OCWA will conduct, at no charge, the first 300 locates (as defined by a
single service address) in the water distribution system and wastewater collection
system during regular working hours, as part of this agreement. Thereafter,
additional emergency locates shall be billed at the rates as detailed in Schedule D
(3) Optional Services.
9. Scheduled and Emergency Repairs:
The Client will take the lead on the coordination of Scheduled and Emergency Repairs.
OCWA shall provide assistance to the Client for Scheduled and Emergency repairs which
occur during normal business hours, require less than 2 OCWA staff members, and are
less than 4 hours in duration at no additional charge to the Client. For Emergency or
Scheduled Repairs occurring outside of normal business hours, or that exceed the
maximum 4 hour period during Business Hours, OCWA will bill the Client in accordance
with Section 4.11 Optional Services.
(b) perform routine preventive maintenance on the equipment used in the operation of the
Facilities as specified in the maintenance management system including mechanical,
electrical, HVAC, instrumentation and communication;
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(c) implement and utilize a maintenance management system which shall record information
related to the maintenance of the Facilities.
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SCHEDULE D - The Annual Price And Other Charges and Adjustments
1. Annual O&M Fixed Price Portion for the Initial Term
In accordance with Section 4.2 and subject to any adjustments made pursuant to other
provisions of this Agreement, the Client shall pay OCWA a price for the Services for each Year
of the Initial Term in the following amounts (the “Annual Price”):
(i) Year One from January 1st through to December 31st, 2026 inclusive:
$ 625,959.00.
(ii) For Year Two for the period January 1 to December 31, and subsequent Years:
$ 625,959.00 plus the CPI June or 2% whichever is higher Adjustment, plus
an adjustment for maintaining the Insurance which is renewed annually by
OCWA. The CPI Adjustment shall be calculated as soon as necessary information
is available from Statistics Canada. In Year Two of the Agreement, the CPI
Adjustment shall be added to the Annual Price for Year One of the Agreement
and for Subsequent Years, on a cumulative basis.
OCWA’s Fixed Price Portion for Initial Term 2026
MUNICIPALITY OF BAYHAM TOTAL
(2026)
O&M – Water Treatment and Distribution $299,992
O&M – Wastewater Treatment and Collection $325,967
Total Fixed Price $625,959
Subsequent years will be subject to reflect inflationary factors as calculated by the annual
Consumer Price Index for the month of June or 2%, whichever is higher.
2. Payment of the Annual O&M Fixed Price Portion
In Year One of the Initial Term, the monthly payment of the Annual O&M Fixed Price
Portion of the Agreement shall be $52,163.25.
3. Annual Cost Plus Price Portion for the Initial Term
(Chemicals & Biosolids Estimate)
No later than October 30th of each year of the Initial Term or any Renewal Term,
OCWA shall prepare and submit to the Client, for its approval, an estimate of the charges
associated with the provision of the Chemicals and Biosolids Services for the following calendar
year. The “Estimate” will include a 12.5% management fee that will fluctuate annually based on
the cost of Chemicals and Biosolids Services. The Client will inform OCWA no later than
December 1st whether the estimate is approved or not approved (the approved estimate is referred
to as the “Estimate”). If the Client does not provide OCWA with its decision regarding approval
by the December 1st date, the Chemicals & Biosolids Estimate shall be deemed approved. The
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Estimate shall be OCWA’s authorization to incur the expenditures in the Estimate. The
Chemicals & Biosolids Estimate for the first year of the Initial Term is $ 90,000.00, or
$61,875.00 for Chemicals and $28,125.00 for Biosolids.
OCWA’s Cost-Plus Portion for Initial Term 2026
MUNICIPALITY OF BAYHAM COST ESTIMATE MANGEMENT FEE TOTAL
(2026)
Chemicals $55,000 $6,875 $61,875
Biosolids $25,000 $3,125 $28,125
Total Cost-Plus Price $80,000 $10,000 $90,000
These amounts will be reconciled annually, following year end.
4. Payment of the Annual Cost-Plus Portion
In Year One of the Initial Term, the monthly payment of the Annual Cost-Plus Price
Portion of the Agreement shall be:
Chemicals = $5,156.50/Month
Biosolids = $2,343.75/Month
Combined Total = $7,500.00/Month
5. Reconciliation of the Estimate and Actual Charges
At the end of each calendar year, OCWA will determine the actual charges for providing
the Chemical and Biosolids Services to the Client for that year (the “Actual Charges”). If
the Estimate paid by the Client for the year exceeds the Actual Charges, OCWA will pay
the Client the difference within thirty (30) days of OCWA making the determination. If
the Actual Charges exceed the Estimate paid by the Client, the Client shall pay OCWA
the difference within thirty (30) days of OCWA notifying the Client in writing of the
determination.
6. Optional Services
Unless otherwise agreed to in writing, fees for Optional Services which OCWA agrees to
provide to the Client shall be billed directly to the Client on a time and materials basis at
the following rates to be adjusted on an annual basis with written notification to client:
(a) Labour rates on Business Days, Monday to Friday, (0730 to 1600) shall be billed at
$100/hour/person for an operations manager and assistant operations manager, and
$75/hour/person for an operator or mechanic, plus vehicle expenses at $0.75/km/vehicle;
(b) Labour rates on statutory holidays shall be billed at $150/hour/person for an operations
manager and assistant operations manager, and $112.50/hour/person for an operator or
mechanic, with a minimum eight (8) hour charge, plus vehicle expenses at
$0.75/km/vehicle;
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(c) Labour rates at all other times (after hours and on weekends) shall be billed at
$150/hour/person for an operations manager and assistant operations manager, and
$112.50/hour/person for an operator or mechanic, with a minimum four (4) hour charge,
plus vehicle expenses at $0.75/km/vehicle;
(d) Costs for parts, equipment and supplies, and outside labour charges (i.e., contractors),
used by OCWA staff to provide the Optional Services shall be billed to the Client, and
the Client will pay such costs together with a Service Fee;
(e) Costs for Optional Services provided by OCWA staff (i.e. engineering services, project
management, SCADA, innovation technology, process optimization, asset management
services, Locates, and CLI services) will be based on OCWA’s technical services hourly
rate schedule. This rate schedule will be set by OCWA at the beginning of each calendar
year and will be reviewed by the Client as part of the Optional Services approval process;
(f) annually, OCWA will conduct, at no charge, the first 300 locates (as defined by a single
service address) in the water distribution system and wastewater collection system during
regular working hours, as part of this agreement. Thereafter, additional emergency
locates shall be billed at the rates as detailed above in Schedule D (6) Optional Services.
7. Service Fee
“Service Fee” means an additional fee of 15% charged to the Client when OCWA
purchases materials, supplies, equipment, and hires contractor’s services or performs any of the
above Optional Services on behalf of the Client, and/or as detailed in Section 4.6 “Major
Maintenance Expenditures.”
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SCHEDULE E – Insurance
A summary of the insurance coverage that OCWA will arrange in respect of the facilities is
described below:
Automobile Insurance
Coverage: Automobile Liability for OCWA owned or leased vehicles.
Limit: $5,000,000 per Occurrence
Commercial General Liability Insurance
Coverage: Third party liability including legal fees, for property damage and/or
bodily injury as caused by OCWA’s negligence arising out of OCWA’s
operations of the Facilities.
Limit: $5,000,000 per Occurrence.
Deductible: $50,000 for the year 2026; subject to change on an annual basis.
Contractor’s Pollution Liability Insurance
Coverage: Contractor’s Pollution liability covering third party property damage and
bodily injury and cleanup costs for pollution conditions arising out of the
performance of the services provided by OCWA.
Limit: $10,000,000 per loss on a Claims Made basis with automatic, extended
reporting periods for Contractor’s Pollution Liability. $10,000,000
aggregate.
Deductible: $50,000 for the year 2026; subject to change on an annual basis.
Professional Liability Insurance
Coverage: Professional Liability: To pay on behalf of OCWA sums which OCWA
shall become legally obligated to pay as damages and/or claims expense as
a result of claims made first against OCWA, and reported to the insurer, in
writing during the policy period, automatic extended reporting period (90
days), and by reason of any negligent act, error or omission in professional
services rendered or that should have been rendered by OCWA, or by any
person for whose negligent acts errors or omissions OCWA is legally
responsible, and arising out of the conduct of OCWA’s profession.
Limit: $5,000,000 per loss on a Claims Made basis for Professional Liability
Insurance and including $5,000,000 Aggregate.
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Deductible: $50,000 for the year 2026; subject to change on an annual basis.
Cyber Liability Insurance
OCWA to provide evidence of coverage by way of a letter, noting coverage for expenses
incurred by OCWA consequential to a cyber-event or privacy breach.
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SCHEDULE F - List of Pre-Existing Conditions
As per Paragraph 3.1(e) of this Agreement, the following Pre-existing Conditions have
been identified:
- No Pre-Existing Conditions have been identified at this time.
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SCHEDULE G - Change Order Form
Change Order Form
Adjustment
Check Appropriate Type of Change
Apply (Y/N) Type of Change:
Adjustment to Annual Price
Change to Service
Impact
Adjustment to Annual Price
Description – Attach Additional Documentation if Required
Change in Services
Description – Attach Additional Documentation if Required
Change Being Requested
Name of Change:
Ontario Clean Water Agency
(OCWA)
Per: _________________________
Name:
Title:
Date (YYYY/MM/DD):
Client
Per: _________________________
Name:
Title:
Date (YYYY/MM/DD):
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Cost Breakdown for Change in Services
Item Quantity One-time Cost Annual Cost
Total
Cost:
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SCHEDULE H - Expenditure Request and Approval to Proceed
Hub Name
Hub Address
City, ON Code
Phone: XXX-XXX-XXXX Fax: XXX-XXX-XXXX
PART 1
Facility Name:
Project Name:
Project Number: Estimated Project Start Date:
Total Estimated Cost of the Project: $ Detailed Quote Attached: Yes No
It is recognized that this is a budget estimate and the final price may vary. OCWA will provide additional justification where the
final invoice price varies from the estimate by more than 30% of the total estimate.
Type of Project:
Maintenance Project Out of Scope Work Contingency Emergency
Health & Safety
Description of Project or Expenditure:
Submission Prepared By:
Name (Print) Signature Date
Authorized Representative for the Municipality
PART 2
Approval to Proceed:
Approved Declined Deferred Reason if Declined or Deferred
The Ontario Clean Water Agency is authorized to proceed with the project/expenditure according to the description and cost
estimate provided above. This may include but not limited to the hiring of sub-contractors, consulting firms, etc. as required.
The Municipality agrees to pay OCWA the costs associated with this work upon its completion based on the terms of the
Municipality’s agreement with OCWA.
Approved By:
Name (Print) Signature Date
Authorized Representative for the Municipality
PART 3
OCWA Internal Use Only:
Client PO / Project #: Date:
Project Start Date: Project Completion
Date:
OCWA Invoice # Date:
OCWA Account Code: OCWA Work Order #