4176 Schedule A - Partner Agreement with Oxford County re Electric Vehicle Charging StationPARTNER AGREEMENT
THIS AGREEMENT, made in triplicate the 14th day of February 2018.
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSONBURG
Of the First Part (Hereinafter called the "Partner")
AND
COUNTY OF OXFORD
Of the Second Part (Hereinafter called the "County")
WHEREAS the County has requested property access to support the build -out of a
network of public electric vehicle charging stations in the County of Oxford on lands
owned by the Partner described as LOT 947, PL 500, EXCEPT PT 1 on Reference Plan
41R2179 & PT 1 on Reference Plan 41R2232, in the Town of TILLSONBURG, County
of Oxford, Ontario (the "Subject Lands");
AND WHEREAS the Province is putting its new Climate Change Strategy into action by
investing $20 million from the Ontario Green Investment Fund to support the build -out of
a network of public electric vehicle charging stations (also referred to as "Electric
Vehicle Supply Equipment" or "EVSE");
AND WHEREAS through the $20 million Electric Vehicle Chargers Ontario Program
the "EVCO"), a grant program, the Province is providing funding to support the
development of EVSE to create a network of fast -charging EVSE in cities, along
highways and at workplaces, apartments, condominiums, and public places across
Ontario;
AND WHEREAS the County has, under the EVCO, applied for funds to assist the
County in carrying out a build -out of a network of public electric vehicle charging
stations within the County of Oxford which supports the goals of the EVCO;
AND WHEREAS the Province agreed, subject to terms and conditions to be set out in a
Transfer Payment Agreement, to financially contribute to the Project;
AND WHEREAS Schedule H of the Transfer Payment Agreement, sets out the terms
and conditions upon which the Province wishes Partner Agreements to be established
for the Project;
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NOW THEREFORE this Agreement witnesseth that in consideration of the permission
granted by the Partner to the County, the covenants made to the Partner by the County,
and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by both parties, the parties agree and covenant as follows:
RECITALS
1. The parties agree that the above recitals are true.
ACCESS TO PARTNER LANDS BY COUNTY
2. The Partner hereby grants permission to the County, at the sole risk and
expense of the County, to access and use the portion of the Subject Lands
necessary to give effect to this Agreement, for the purpose and in the manner set
out in this Agreement. The Partner and the County acknowledge and agree that
the access to and use of the Subject Lands shall be subject to the terms and
conditions contained herein.
3. Other than as specifically permitted herein, the County shall make no alterations
or improvements to the Subject Lands.
SCOPE OF PROJECT
4. The following constitutes the parties' understanding of the purpose of this
Agreement, and the word "Project" in this Agreement shall mean any or all of the
following:
a) The Province of Ontario, the County and the Partner wish for Electric
Vehicle Chargers, which are charging stations where electric vehicles can
be re -charged using the electrical grid, to be made available to the public.
b) The County intends to install and maintain, at its sole risk and expense,
Electric Vehicle Chargers and all equipment necessary for the operation of
the Electric Vehicle Chargers, including any signs erected in association
with the Electric Vehicle Chargers (the "Equipment").
5. The Equipment specifications and project timeline shall be as set out in Schedule
A" to this Agreement.
6. The County intends that, once operational, the self -serve electrical vehicle
charging services will be available to the public throughout the Term of this
Agreement.
7. The County intends to charge fees to the public for the use of the services
described above.
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RESPONSIBILITY FOR CONSTRUCTION
8. The County agrees that all work done to carry out the Project shall be done at the
County's sole risk and expense.
9. The Partner shall have no obligation to contribute to the Project beyond
maintaining the Subject Lands as described at paragraph 14, below. The Partner
shall not be liable for any increased utilities costs or for any service upgrades as
a result of the Project.
10. The County agrees that any fees charged to the public shall be at the rate set out
in Schedule "A" to this Agreement. The collection of such fees shall be the sole
responsibility of the County.
11. The County shall retain the fees it collects to offset the cost of operating the
Equipment.
12. The County agrees to carry out the work associated with this Agreement in a way
that preserves the value of the Subject Lands and any other Partner assets
involved.
RESPONSIBILITY FOR MAINTENANCE
13. The County shall be solely responsible for maintenance of the Equipment and
shall maintain the Equipment in a good and safe state of repair and shall conduct
regular safety inspections of the Equipment.
14. The Partner shall be solely responsible for maintaining the Subject Lands for use
as a municipal parking lot and shall maintain the Subject Lands in accordance
with the applicable maintenance standards.
ACCESS BY PARTNER AND PUBLIC
15. The County shall not obstruct, hinder or interfere with the free access to the
Subject Lands by any person acting on behalf of the Partner, including an
employee, officer or agent of the Partner.
16. The County shall not obstruct, hinder or interfere with the free access to the
Subject Lands by any member of the public except:
a) On a limited basis as required for the safety of the public during
construction, maintenance or repair of the Equipment; or,
b) In an emergency, if the County determines that any portion of the Subject
Lands is unsafe due to the Equipment, including malfunction of or damage
to the Equipment.
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INSURANCE
17. The County shall, at its own expense, maintain a minimum of $2 million in
Municipal Liability insurance for its operation of the Project and the Partner shall
be named as an additional insured. And that, the Partner shall, at its own
expense, maintain a minimum of $2 million in Municipal Liability insurance for its
Subject Lands.
LIABILITY
18.The County shall be solely liable for and shall exonerate, indemnify and hold
harmless the Partner and its directors, members of council, officers, employees
and agents from and against any claim, fine, penalty, liability, damages, loss and
judgments (including but not limited to, costs and expenses incidental thereto)
collectively "Claim") caused by or resulting from:
a) The County's construction, installation, maintenance or repair of the
Equipment;
b) Any damage, disrepair or unsafe condition of the Equipment, however
caused;
c) The use of the Equipment by any member of the public;
d) The County's presence, actions or activities on the Subject Lands;
e) The County's collection of fees for the use of the Equipment;
f) The County's performance of its obligations under this Agreement,
g) The County's negligence or willful misconduct; or,
h) The County's breach of the terms of this Agreement.
19. The Partner shall be solely liable for and shall exonerate, indemnify and hold
harmless the County and its directors, officers, employees and agents from and
against any claim, fine, penalty, liability, damages, loss and judgments (including
but not limited to, costs and expenses incidental thereto) (collectively "Claim")
caused by or resulting from:
a) The maintenance, repair and condition of the Subject Lands as a
municipal parking lot;
b) The Partner's presence, actions or activities on the Subject Lands;
c) The Partner's performance of its obligations under paragraph 14 of this
Agreement,
d) The Partner's negligence or willful misconduct; or,
e) The Partner's breach of the terms of this Agreement.
20. The indemnity provided in paragraphs 18 and 19 shall survive this Agreement.
21. The Partner shall not be liable to the County for any damage to the Equipment,
however caused.
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TERM AND TERMINATION
22. Subject to earlier termination and other conditions as provided in this Agreement,
this Agreement shall be effective on the date it is signed by both parties and shall
continue for a period of 5 years (the "Term").
23. Either party may terminate this Agreement on six months' written notice for any
reason whatsoever.
24. The parties acknowledge that the Project is made possible by provincial funding
provided to the County through the County's Transfer Agreement with the
Province of Ontario. If at any time prior to the expiry of the Term the County
ceases to receive provincial funding sufficient to continue the Project, the County
may terminate this Agreement immediately upon provision of written notice to the
Partner and such notice shall be deemed effective as soon as the Subject Lands
have been restored as described in paragraph 25, below.
25. Upon the expiration of the term or the termination of the Agreement in
accordance with paragraphs 23 or 24, the rights herein granted shall be
immediately removed and the County shall remove the Equipment and restore
the Subject Lands to the condition the Subject Lands were in prior to the date of
this Agreement as directed by the Partner, acting reasonably, at the County's
sole expense.
PARTNER'S RELATIONSHIP WITH PROVINCE
26. The Partner agrees that the County shall be entitled to represent the Partner in
dealings with Her Majesty the Queen in Right of Ontario, solely for the purposes
of the Project as described at paragraph 11.
27. The Partner agrees to be bound by the terms of Schedule H of the Transfer
Payment Agreement between the County and Her Majesty the Queen in Right of
Ontario, attached hereto as Schedule "B" to this Agreement.
GENERAL
28. This Agreement and its Schedules constitute the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether written or
oral. There are no conditions, covenants, agreements, representations,
warranties or other provisions, expressed or implied, collateral, statutory or
otherwise between the parties, relating to the Subject Lands, except as provided
in this Agreement.
29. Except as expressly provided in this Agreement, no amendment or waiver of this
Agreement shall be binding unless executed in writing by the party to be bound.
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No waiver of any provision of this Agreement shall constitute a waiver of any
other provision, nor shall any waiver, even if similar in nature, unless otherwise
expressly provided.
30.This Agreement shall be governed by and construed and interpreted in
accordance with the Laws of the Province of Ontario and the Laws of Canada.
The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of
Ontario with respect to any matter arising under or related to this Agreement.
31.This Agreement shall be read with such changes of gender and number as the
context requires and all shall be construed to be several as well as joint.
32. Each of the provisions contained in this Agreement is distinct and severable and
a declaration of invalidity or unenforceability of any such provision or part thereof
by a court of competent jurisdiction shall not affect the validity or enforceability of
any other provision hereof.
33. Neither party shall assign or transfer, in whole or in part, its rights under this
Agreement to any third party without the written consent of the other party.
34.Any provision of this Agreement which requires a party to take any action shall
be deemed to require that party to take that action at its own expense.
35. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute one
and the same agreement.
36. Schedules "A" and "B" are hereby incorporated into and form part of this
Agreement.
IN WITNESS WHEREOF the Parties have duly executed this Agreement.
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Date of Si6ning
me-_Ar 11 2-1 r R
of Signing
THE CORPORATION OF
TILLSONBURG
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Dave Beres, Deputy Mayor
Donna Wilson, Town Clerk
We have authority to bind the Corporation.
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THE TOWN OF
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Date of Sig6in6
MY/R, e% /III
1.-• Go to
COUN OF.
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Petef M. rocket
Lynn S. Buchner,
We have authority to bind the Corporation.
7
FORD
CAO
Directo of Corporate Services
SCHEDULE "A"
PROJECT DESCRIPTION AND CHARGING FEES
Project Specific Description
Location ID Location Level 2 EVSE
OXF3 Broadway & Bridge Street, Tillsonburg, ON 2
EVSE Charging Fees
Location ID Location Level 2 EVSE
OXF3 Broadway & Bridge Street, Tillsonburg, ON $2.00/hr
Timelines
Proiect Component
Construction begins
Station installation
Construction ends
Operational
Subiect to Chanae
Date
February 15, 2018
March 1, 2018
March 15, 2018
March 31, 2018
Please note: Oxford County reserves the right to make changes listed to the rates above. Rate
changes will be approved by Council through the Fees and Charges By -Law and will come into
effect January 1 of each year.
Partner Agreement — EVSE — Town of Tillsonburg
a
SCHEDULE "B"
COUNTY TRANSFER PAYMENT AGREEMENT - SCHEDULE "H"
SCHEDULE"H"
REQUIREMENTS FOR PROJECTS WITH PARTNERS
H.1. Recipient Representation of Partners. The Recipient warrants that it is entitled to represent each
of its Partners, and represents that each Partner has committed itself to undertake all steps
necessary to support the Recipient in fulfilling its obligations as specified in the Agreement.
H.2 Partner Agreement. The Recipient agrees to bind each of the Partners to the applicable terms and
conditions of the Agreement, through a Partner Agreement, and any adjustment to it to capture
changes in the Agreement that affects the Partner Agreement,
H.3 Tasks, Mutual Responsibilities and Obligations of Recipients and Partners. The Recipient
warrants that each Partner Agreement will provide for a clear division, in line with the Recipient's
application documents, of the allocation of tasks, mutual responsibilities and obligations among the
Recipient and its Partner.
HA Provisions of Partner Agreement. The Recipient agrees to make each Partner aware of its
responsibilities and obligations, and ensure that each Partner Agreement is consistent with and
incorporates the relevant provisions of the Agreement. More specifically but without limiting the
generality of the foregoing, the Recipient agrees to include in any Partner Agreement provisions to
require from each Partner that it;
a) complies with the Requirements of Law which applies to the Partner and obtains any
necessary approval including, without limitation, building permission and environmental
impact assessment statement;
b) provides the Province, or anyone appointed by the Province, through the Recipient, with any
document or information requested for evaluation purpose;
c) promptly reacts, through the Recipient, to any request made by the Province;
d) prior to the Recipient making payment of Funds to a Partner for Project costs, the Partner
warrants and provides all necessary proof that such Funds will be used towards Eligible
Costs and for the purpose of implementing the Project;
e) Immediately informs the Recipient if costs are reduced or any of the disbursement conditions
ceases to be fulfilled, or circumstances arise which entitle the Province to demand repayment
of f=unds and, if any, interest earned on Funds, from the Recipient or the Partner, or both or
invoke its other remedies under the Agreement; and
f) complies, without limitation and with any necessary modification, with any applicable
obligations of the Recipient under the Agreement, including those concerning
representations, warranties, covenants, Funds, Project, acquisition of goods and services,
disposal of assets, conflict of interest, record keeping, reporting, accounting, inspection,
auditing, review, communications, publicity, indemnity, insurance, acknowledgment of other
legislation and directives, and repayment. More specifically and without limiting the generality
of the foregoing, the Recipient must ensure that the Partner Agreement includes:
i) report back to the Recipient on how the distributed Funds and interest earned are used;
ii) the ability of the Recipient or the Province, or both, to demand the return of those Funds
and an amount equal to the interest earned if not spent in accordance with the
Agreement; and
The County of Oxford EVCO TPA
SCHEDULE "B" ,
COUNTY TRANSFER PAYMENT AGREEMENT - SCHEDULE "H"
iii) Funds provided to the Partner be deposited by the Partner into a separate account at a
Canadian Financial institution that is in the name of the Partner.
H.5 Copy of Partner Agreement. The Recipient agrees to make accessible to the Province at all times
and, upon the Province's request, provide the Province with a copy of any Partner Agreement.
H.6 Responsibilities of Recipient. Despite having Partners for the Project and entering into Partner
Agreements with Partners, the Recipient agrees that it assumes the sole responsibility towards the
Province for the implementation, management and coordination of the entire Project and the
fulfilment of all obligations arising from the Agreement. Accordingly, the Recipient agrees that it
bears the financial and legal responsibility for the entire Project and for each of its Partners. The
Recipient will be held liable, in the same way as for its own conduct, if obligations as laid out in the
Agreement or in applicable Requirements of Laws are not fulfilled by any of Its Partners.
H.7 Repayment of Funds. If the Province demands repayment of Funds in accordance with the
Agreement, the Recipient is liable to the Province for the total amount of those Funds, whether or
not the Recipient has provided such Funds to a Partner.
H.8 Changes to Application Documents. The participation and contribution of the Recipient and each
Partner are clearly defined in the application documents. Any change to the above information, If
such change impacts the Project, requires the prior written approval of the Province.
1-1.9. Public Disclosure. The Recipient shall ensure that each Partner agrees to the Province publicly
disclosing, in communications concerning the Project, the Partner's name and address and the
purpose and amount of Funds provided to it.
H.10. Liability. Without limiting the requirements set out in paragraph HA (f) and the indemnity and
Insurance obligations under the Agreement, the Recipient agrees to ensure each Partner agrees
that the Province shall not, under any circumstances or for any reason whatsoever, be held liable
for damage or injury sustained by the staff or property of the Partner while the Project is being
carried out. The Province will therefore not accept any claim for compensation or increases in
payment in connection with such damage or injury.
The County of Oxford EVCO TPA