THIS MEMORANDUM OF UNDERSTANDING made
this day of , 2009
B E T W E E N:
THE
(the “Region”)
- and -
THE CORPORATION OF THE TOWN OF
(the “Town of
RECITALS
A.
On
B. Participation by local municipalities in evaluating local sanitary sewer infrastructure is required to ensure success of the Program.
C. The Region has agreed to provide funding to the local municipalities to assist in the costs of the Program, including the costs of undertaking monitoring and inspection of local wastewater systems.
1.1
“Contract” means the contract
entered into between the Town of
1.2
“Contractor” means the
contractor selected by the Town of
1.3
“Funds” means the funds
advanced by the Region to the Town of
1.4
“Memorandum of Understanding”
(“MOU”) means this memorandum of understanding and all schedules and
appendices, as amended from time to time.
1.5 “Program” means the Inflow and Infiltration Reduction Program to be conducted by the Region and the local municipalities.
1.6 “Sanitary Sewer Evaluation Study” (“SSES”) means the study undertaken to inspect the sanitary sewers and report the results of the investigation.
1.7
“Works” means the work to be
undertaken by the Town of
2.1
The purpose of this MOU is to
set out the framework for the inspection of local infrastructure in connection
with the SSES, and to establish the respective roles and responsibilities of
the Region and the Town of
2.2
This MOU is intended to govern the
evaluation phase of the SSES which is scheduled to be completed no later than
3.1
This MOU shall come into effect
on
3.2 This MOU may be terminated prior to the Termination Date in accordance with Section 7 of this MOU.
4.1
The Town of
4.2
The request for tender shall be
issued and administered in accordance with the Town of
4.3
Upon selection of the
successful bidder, the Town of
4.4
The Town of
4.5 The Region shall provide project management services under the Contract, including :
a)
regular meetings with the Town
of
b) review and approval of invoices, to determine the Works to which the invoices relate are authorized under this MOU and that the Works have been completed to the satisfaction of the Region, acting reasonably.
5.1
The Region agrees to provide Funds
to the Town of
5.2
The amount of Funds provided to
the Town of
5.3
The Funds shall be applied only
to cover costs directly incurred by the Town of
6.1
Where the Town of
6.2
Upon approval of the invoice by
the Region, the Region shall pay to the Town of
6.3 The parties shall meet monthly to review any invoices received during the immediately preceding month in order to ensure expedient processing of invoices and compliance with the terms of payment under the Contract.
7.1
The parties acknowledge that
the purpose of the Works is to establish data to determine the scope of the
next phase of the Project. If the Region determines in its sole discretion that
the reports and data supplied by the Contractor are not satisfactory for its
purpose, the Region shall so notify the Town of
8.1
The Town of
8.2 Any discrepancy between the amounts paid by the Region and the amounts payable by the Region shall be promptly adjusted by the parties.
8.3 Without prejudice to any other remedy available to the Region, where the Region establishes, and by notice in writing to the Town of Markham declares, that an overpayment has been made under this MOU, or that a sum contributed has not been expended or incurred by the Town of Markham to discharge its undertakings, the amount of such overpayment shall constitute a debt due to the Region and be reimbursed forthwith to the Region. Alternatively, any amount determined to have been overpaid by the Region or otherwise unexpended or disallowed, may be deducted from, or offset against, any amounts payable by the Region under this MOU. Any debt remaining owing and unpaid to the Region shall carry interest calculated and compounded monthly at the rate of one percent (1%) per month.
9.1
The Town of
9.2
the Town of
10.1
The Region and the Town of
10.2 the Town of Markham agrees to indemnify and save harmless the Region from any liability that the Region incurs by virtue of being found to be liable with the Town of Markham as a partner of, joint venturer with, or principal of the Town of Markham.
11.1 The Town of Markham agrees, at all times, to indemnify and save harmless the Region, its council members, officers, servants, employees or agents from and against all claims and demands, loss, costs, damages, actions, suits or other proceedings by whomsoever made, brought or prosecuted, in any manner based upon, occasioned by, or attributable to the execution of this MOU, or any action taken or things done or maintained by virtue hereof, or the exercise in any manner of rights arising hereunder, except claims for damage resulting from the negligence of any officers, servants, employees, or agents of the Region while acting within the scope of their duties or employment.
12.1 This MOU sets forth the entire memorandum of understanding between the parties concerning the subject matter hereof and no representation or warranty express or implied is made by the Region to the Town of Markham or by the Town of Markham to the Region except as expressly set out in this MOU.
12.2
This MOU is subject to applicable
law and the Town of
12.3 All notices or other communications necessary for the purposes of this MOU shall be in writing and delivered personally or by courier, or sent by registered mail or by prepaid post or by facsimile, addressed,
(a) in the case of the Region to:
Erin Mahoney
Commissioner of Environmental Services
The
Fax 905-830-6927
or to such other address or
facsimile number or addressed to such other person as the Region may, from time
to time, designate in writing to the Town of Markham; and
(b) in the case of the Town of
Frank Scarpitti
Mayor, Town of
Fax 905-479-7775
or to such other address or facsimile number or addressed to such
other person as the Town of
12.4 Any notice or other communication is considered to have been received:
(a) in the case of facsimile, on actual receipt, and
(b) in all other cases, on the date of delivery.
If the postal service is interrupted, or threatened to be interrupted, or is substantially delayed, any notice shall be delivered personally or by facsimile.
12.5 This MOU may be amended only by a written agreement signed by the parties.
IN WITNESS WHEREOF the Region and the Town of Markham have executed this MOU as evidenced by the signatures of their duly authorized representatives as of the day and year herein above first written.
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THE |
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Authorized by Clause 2 of Report 6 of the
Transportation and Works Committee, adopted by Regional Council at its
meeting on |
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Name: Title: |
Erin Mahoney, M.Eng. Commissioner of Environmental Services |
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Solicitor Approved: |
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THE CORPORATION OF THE TOWN OF |
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Name: Title: |
Frank
Scarpitti Mayor |
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I/We have authority to bind the Corporation |
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