2016-122 Professional Services Agreement KPMG LLPThe Corporation of the Township of Oro-Medonte
By -Law No. 2016-122
A By-law to Authorize the Execution of the Professional Services Agreement
(Short Form) between KPMG LLP and
The Corporation of the Township of Oro-Medonte
Whereas Section 5(3) of the Municipal Act, 2001, S.O. 2001, c.25, as amended,
provides that a municipal power, including a municipality's capacity, rights, powers
and privileges under Section 9, shall be exercised by by-law unless the municipality
is specifically authorized to do otherwise.
Whereas Section 9 of the Municipal Act, 2001, S.O. 2001, c.25, as amended,
grants municipalities the powers of a natural person for the purpose of exercising
its authority under this or any other Act.
Whereas Section 224 of the Municipal Act, 2001, S.O. 2001, c.25, as amended,
provides that it is the role of Council to ensure that administrative practices and
procedures are in place to implement the decisions of Council.
And Whereas Council for The Corporation of the Township of Oro-Medonte deems
it expedient to enter into a Professional Services Agreement (Short Form) for RFP
#CS2016-01, Operations Service Review.
Now Therefore the Council of the Township of Oro-Medonte hereby enacts as
follows:
1. That the Mayor and Clerk be authorized to execute the Professional Services
Agreement (Short Form) for RFP #CS2016-01, Operations Service Review
between KPMG LLP and The Township of Oro-Medonte, attached hereto as
Schedule "A" and forming part of this by-law;
2. This by-law shall take effect on the final passing thereof.
By -Law Read a First, Second and Third time, and Passed this 22nd day of
August, 2016.
The Corporation of the Township of Oro-Medonte
Schedule � to By-Lnw No., a®t � " � � �
Part IV Agreement
Terms and Conditions of Professional Services Agreement (Short Form)
This Agreement made this 'r -A day of2016.
Between
The Corporation of the Township of Oro-Medonte hereinafter called the "Owner"
VMS
hereinafter called the"Proponent "
Whereas the Owner has awarded to the Proponent the Proposal for;
RFP # CS
2016-01
Operations Service Review
According to the terms and conditions herein referred to, the Proponent having put
in a Proposal therefore, a copy of which is hereto annexed, which Proposal was
accepted by the "Owner" on the;
-L%
Scope of Work
day of kAeR&A 2016.
1. The Corporation of the Township of Oro-Medonte ("Township") hereby retains the
Consultant to provide the Services as specified below and in the Township's
Request for Proposal document ("RFP") under the general guidance and direction
of the Township:
The Proponent shall provide the Township with a comprehensive Operations
Service Review, recommendations and implementation plan 2016-2020.
2. The Proponent agrees to supply, at its sole cost and expense, all staff, equipment
and technical assistance necessary to perform the Services as stipulated herein.
Contract Documents and Order of Precedence
The Professional Services Agreement ("Agreement") shall consist of the RFP,
the Proponent's Proposal and these Terms and Conditions. In the event of
conflicts or inconsistencies between these documents, the terms of these Terms
and Conditions shall prevail over the RFP and the Proposal, and the terms of
the RFP shall prevail over the Proposal.
Fees and Disbursements
1. The Township shall pay to the Proponent as full payment and compensation for
the Services an amount not to exceed the upset limit of the Total Proposed
Pricing by the Township, including all disbursements but excluding the
harmonized sales tax. No payment in excess of this amount shall be made
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Part IV Agreement
without the Township's prior written authorization.
2. During the term of the Agreement, the prices quoted by the Proponent are not
subject to change without the prior written consent of the Township and the
Proponent shall not be entitled to any increases in the upset limit or to the prices for
any of the individual items.
3. Provided that the Consultant is not in default of its obligations under the
Agreement, and provided that the Township does not dispute the invoice submitted
by the Consultant, the Township shall pay each invoice submitted within thirty (30)
days of receipt. The Consultant shall not be entitled to any interest upon any
payments made by the Township beyond the 30 -day period.
Workplace Safety and Insurance Board (WSIB)
1. The Consultant must be in good standing with the Workplace Safety and Insurance
Board and shall furnish the Township with satisfactory evidence, in the form of a
valid WSIB Clearance Certificate, prior to commencement of the Services under the
Agreement, upon presentation of a final invoice and at any other time during the
Agreement at the Township's request.
2. The Consultant shall maintain its WSIB Insurance or pay such assessments as will
protect the Consultant and the Township from claims under Workplace Safety and
Insurance Act, and, from any other claims for damage from personal injury,
including death, which may arise from the Consultant's performance under the
Agreement.
3. In the event that the Consultant is not required by law to be registered with WSIB,
confirmation of employer's liability insurance in the amount of $2 million
($2,000,000.00) is required. Such coverage shall be confirmed by a Certificate of
Insurance.
Compliance with Laws
1. The Consultant acknowledges that it is aware of the provisions of the Occupational
Health and Safety Act (Ontario), the Environmental Protection Act, the Human
Rights Code, the Pay Equity Act (Ontario), and any other applicable Federal,
Provincial, and/or Municipal statutes, regulations, policies and guidelines
thereunder and agrees to comply with, and cause to be complied with, the
provisions thereof as such statutes, regulations, policies and guidelines may be
amended or replaced from time to time.
2. The Consultant shall do, shall cause to be done, shall refrain from doing, and/or
shall prohibit from being done, any act or thing as directed by the Township if, at
any time, the Township considers that any situation or condition is unsafe,
damaging to the environment or contrary to the provisions of any applicable
statutes, regulations, policies or guidelines.
Records and Audit
The Township shall have the right to audit all books and records (in whatever
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Agreement
form they may be kept, whether written, electronic or other) relating or pertaining
to the Agreement (including any and all documents and other materials, in
whatever form they may be kept, which support or underlie those books and
records), kept by or under the control of the Consultant, including, but not limited
to those kept by the Consultant, its employees, agents, assigns, successors and
subcontractors. The Consultant shall maintain such books and records, together
with such supporting or underlying documents and materials, for the duration of
this contract or agreement and for at least two years following the completion of
the Agreement, including any and all renewals thereof. The books and records,
together with the supporting or underlying documents and materials shall be
made available, upon request, to the Township, through its employees, agents,
representatives, contractors or other designees, during normal business hours at
the Consultant's office or place of business. In the event that no such location is
available, then the books and records, together with the supporting or underlying
documents and records, shall be made available for audit at a time and location
in the Township of Oro-Medonte, Ontario, which is convenient for the Township.
Use of Work
1. Notwithstanding any other provisions of the Agreement, the Township shall have
the right to take possession of, and use, any completed or partially completed
portions of the work.
2. The Township shall retain exclusive ownership in all components and
deliverables created solely under this Agreement and shall own any copyright
and patent directly related to and developed solely pursuant to this Agreement.
Quality Control and Quality Assurance
1. The Consultant warrants that it shall perform the Services with the requisite
degree of skill and competence to satisfy the Township's requirements as
stipulated in the Agreement.
2. The Township reserves the right to monitor the performance of the Consultant
and to issue directives to the Consultant to remedy any condition which the
Township considers to be detrimental to provision of the Services, which the
Consultant shall be required to carry out within the timeframe stipulated by the
Township.
3. At any time during the course of the Agreement, the Township may direct the
Consultant to immediately remove a staff member and replace them with
another staff member acceptable to the Township.
Changes and Alterations and Additional Services
1. The Consultant shall not change or deviate from the scope of Services without
the prior written consent of the Township. In the event that the Consultant
undertakes a change or deviation in the scope of Services without the prior
written consent of the Township, it shall not be entitled to any additional
payments.
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Assignments and Subcontracts
Agreement
1. It is understood and agreed that the Consultant will be an independent contractor
and that the employees or agents of the Consultant will perform all services
offered. Subcontracting agreements made by the Consultant will not release the
Consultant from any obligation to the Township with respect to the performance
of its obligations under the Agreement.
2. The Township must grant prior written approval for any assignments and all sub-
contracts which may be granted on such terms, as the Township deems
advisable. The Township's consent to any assignment or subcontract shall not
release the Consultant from its duties and obligations under the Agreement.
Damages and Set Off
1. If the Township should suffer damage because of any wrongful act or neglect of
the Consultant or of anyone for whom the Consultant is responsible in law, then
the Township shall be reimbursed by the Consultant for such damage.
2. Services which have not been performed to the Township's satisfaction in
accordance with the Agreement, whether the result of poor workmanship or
through carelessness or other acts or omissions of the Consultant or any of its
subcontractors, shall be promptly rectified in accordance with the Agreement at
the Consultant's expense.
3. In the event that any portion of the Services is not performed in accordance with
the Agreement or is not satisfactory to the Township, the Township may retain,
as a holdback, an amount equal to the Township's estimated cost to perform the
Services in a satisfactory manner, until the Services have been completed to the
satisfaction of the Township.
4. In addition to the rights set forth above, the Township shall have the right
to set-off against the monies due or which may become due to the
Consultant under the Agreement, any amounts owing by the Consultant to
the Township.
Suspension or Termination
1. The Township may, at any time by notice in writing to the Consultant, suspend or
terminate the Services, or any portion thereof. Upon receipt of such notice, the
Consultant shall perform no further Services and shall not be entitled to any
payment for additional work beyond that date, nor for lost profits or any
consequential damages as a result of the termination.
2. In addition to the above, if the Consultant should become bankrupt or insolvent,
or if a receiver is appointed because of its insolvency, or if the Consultant
transfers, assigns or otherwise disposes of its interest in the Agreement or any
part thereof without the prior written authority of the Township, the Agreement
shall terminate as of the date of the any such event and the Township shall pay
for the Services rendered and disbursements incurred by the Consultant to the
date of termination.
3. Upon termination of the Agreement, all documentation relating to the Project shall
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be delivered to the Township including all work product, drawings, paper and
electronic files, and the Consultant shall not be entitled to payment until it has
provided the Township with all such documentation.
4. All duties and obligations of the Consultant with respect to Services provided
up to and including the date of termination shall survive termination of the
Agreement.
Indemnification
The Consultant shall indemnify and save harmless the Township, its
directors, officers, council members, partners, agents and employees from
and against all claims, demands, actions, losses, expenses, suits,
proceedings, costs or damages of every nature and kind whatsoever which
the Township, its directors, officers, council members, partners, agents and
employees may suffer as a result of the acts, error or omissions of the
Consultant, its employees, officers, subcontractors or agents in the
performance of the Agreement, including, but not limited to any suits or
proceedings (including by any government agency) arising as a result of any
violation or alleged violation of any statutes or regulations, policies and
guidelines thereunder, and any legal costs associated therewith.
Insurance
Without restricting the generality of the section on Indemnification, the
Consultant shall obtain, maintain, pay for and provide evidence of the
following insurance coverage, taken out with insurance companies
licensed to transact business in the Province of Ontario and not otherwise
excluded by the Township's Director, Finance/Treasurer/Deputy CAO:
a) Commercial General Liability Insurance
Commercial General Liability ("CGL") Insurance shall include as an
additional insured, the Township of Oro-Medonte, with limits of not less than
Two million dollars ($2,000,000.00) inclusive per occurrence for bodily and
personal injury, death and damage to property including loss of use hereof.
b) Automobile Liability Insurance
Automobile Liability Insurance in respect to owned and non -owned vehicles
shall have limits of not less than two million dollars ($2,000,000.00) inclusive
per occurrence and shall protect against all liability arising out of the use of
owned or leased vehicles, used by the Consultant, its employees or agents.
c) Professional Liability Insurance
Professional Liability Insurance shall have limits of not less than two
million ($2,000,000.00) inclusive per claim, covering services or activities
that are professional in nature and thereby excluded under the CGL
policy.
The form of all insurance to be provided herein, shall in all respects be satisfactory to
the Township's Director, Finance/Treasurer/Deputy CAO and shall be maintained
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continuously from either the commencement of the services or the signing of the
Agreement, whichever is sooner. The policies shall be endorsed to provide the
Township with not less than thirty (30) days written notice in advance of cancellation,
change or amendment restricting coverage.
Confidential Data
1. The Consultant shall not divulge any specific information as confidential,
communicated to or acquired by it, or disclosed by the Township in the
course of carrying out the Services provided for herein. No such information
shall be used by the Consultant on any other project without the approval in
writing of the Township.
Claims and Disputes
1. Should the Consultant wish to claim additional compensation arising out of a
change to the scope of Services or for any other reason, it shall provide the
Township with written notice of this claim within five (5) business days of
becoming aware of the claim, failing which, it shall not be entitled to any
compensation for such claim. In the event of any claims or disputes between the
parties, the Consultant will continue to perform the Services without interruption,
if so directed by the Township, pending the resolution of the claim/dispute.
General Requirements
1. Time shall be of the essence of the Agreement.
2. Any notice given pursuant to the Agreement may be delivered by facsimile
transmission, electronic mail or mailed by prepaid registered mail to the
addresses designated by the respective parties. If delivered, the notice is
effective on the date of delivery, and if mailed, the notice is effective on the fifth
(5th) business day following the day of mailing.
3. The Agreement shall ensure to the benefit of, and be binding upon, the
Township, the Consultant, their heirs, executors, administrators, successors and
permitted assigns.
4. The Agreement constitutes the complete and exclusive statement of the
agreement between the parties, which supersedes all proposals, agreements,
arrangement or understandings, oral or written, and all other communications
between the parties, relating to the subject matter of the Agreement, except as
referenced in, and made part of, the Agreement.
5. The Agreement may be modified only by a written amendment signed
authorized representatives of both parties.
6. The Agreement shall be governed by, and construed in accordance with, the
laws of the Province of Ontario.
In witness where of the parties hereto have hereunto set their hand and seals on the
above date.
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Agreement
provision against established service
Agreed Upon: Amendments to
levels, recommend adjustments to
KPMG proposal
service levels as appropriate;
b. Operating and capital needs over the
Outcomes and deliverables:
2016-2020 time horizon;
c. Operating policies/practices;
1. Review of the following
d. Enterprise risk management
guiding documents:
practices, legislative review and
a. Township of Oro-
compliance audit;
Medonte Strategic
e. Quality assurance, procurement and
Plan (2016)
project management;
b. Township of Oro-
f. Fleet and Equipment — right sizing
Medonte Business
and optimization;
Plan and Operating
g. Engineering — processes, practices,
Budgets
and operations technical support;
c. Roads Needs Study
h. Engineering/Environmental Services
(2015)
structure;
d. Bridge Assessment
i. Human resources capital and
(2015)
management, including updated job
e. Internal (staff) survey
descriptions where appropriate;
(2014)
j. Use of technology — to align with IT
f. External (community)
Master Plan which is currently
survey (2014)
underway;
g. Strategic Facility Plan
k. Opportunities for process
(2010)
improvement;
h. Development Charges
I. Development of performance
i. Development
measures to guide and manage
Standards (2016)
operational performance.
j. Storm Water Master
Plan (2015)
3. The review will also involve a rigorous
k. Drinking Water Quality
consultation program, including:
System (QMS)
I. Oro-Medonte Fees &
a) Consultation/Internal Environment
Charges Bylaw (2015)
Assessment
2. Perform an in-depth
❑ A comprehensive review of
analysis/review of current
background reports and guiding documents;
service delivery along with the
❑ Conducting individual
development of
interviews/questionnaires/consultation
recommendations aligned to a
s with Council, Senior Staff, and the
5 -year time horizon,
Township's Bargaining Unit;
specifically related to:
❑ Complete questionnaires/focus
a. The effectiveness and
groups/consultations with North Yard,
efficiency of current
South Yard, Engineering/
Transportation,
Environmental Services;, Recreation
Engineering &
staff and Parks and Facility Staff,
Environmental
service level contractors;
Services, Parks &
❑ Consultation with the Director,
Facility, and
Finance and Township's insurer to
Recreation service
understand claims history;
Township of Oro-Medonte
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❑
Opportunities for cost
respect to alternate methods of
reduction/improved
service delivery and possible
effectiveness/alternate
partnerships and collaboration
methods of service
strategies with Simcoe County and
delivery;
other municipalities.
❑
Review & provide
recommendations on
4. Deliverables
the Township's Asset
management plan;
0 A draft and final version of a written
❑
Assessment of
five (5) year operations service review
strengths and
addressing the outcomes as
weaknesses.
specified. Presentations to
Operations, Senior Management and
b)
External Environment
Township Council including the items
Assessment
below. Both draft and final versions
shall be provided to the Township in
❑
A short term (3-5
electronic pdf and hard copy versions;
years) & long term (5-
15 years) review of the
0 A summary of activities that should be
external environment
undertaken to implement the
and trends expected
operations service reviews including
from 2016-2020
recommendations on corporate
including impacts of
systems considerations and the
development and;
priority of each activity including a
❑
Review of
cost/benefit analysis and ROI;
opportunities, and
threats.
❑ A proposed implementation plan that
will be incorporated into business
c)
Best Practice Review/
plans for 2017 — 2020 with
Benchmarking
recommendations starting in June,
2016 to support the new structure
❑
Benchmarking with (5)
scheduled for implementation in July,
five of the Township's
2016. The implementation plan must
approved Municipal
take into account the current staffing
comparator group to
and financial constraints.
benchmark asset
management and
Additional interviews with:
resource allocation as
Director, Development Services
well as to review best
Manager of Environmental Services
practices;
Contract Development Enginerring Technician
❑
Review feasibility of
American Public
Works Association
Focus group with engineering/environmental
(APWA) accreditation
services
and other possible
quality assurance best
Questionnaires to contracted service providers
practice certifications;
❑
Recommendations for
All other aspects outlines in RFP and KPMG
cost savings and
proposal would be naturally expanded to capture
efficiencies with
the additional analysis.
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Part IV
Ammended Fees:
Fees for additional changes to
scope:
Incorporation of
Engineering/Environmental
Service
$10,000
Asset Management Plan Review
$2,500
Total Contract:
Sixty Two Thousand Five
Hundred Dollars (plus HST):
$62,500
Signed, Sealed and
Delivered in the
presence of (if practical);
Township of Oro-Medonte
RFP #: CS 2016-01
Agreement
Proponent
By:
Position:
(I have authority to bind the Company)
Witn s:
n e�Sea�l)��
Owne
Per:
H.S. Hughes, or
Per:
Doug I n, Dir o , Corporate Services/Clerk
Page 50 of 61
Part V
Proponent Payment Information
Accessibility for Ontarians with Disabilities (AODA)
Contract Change Orders
Letter of Credit
Notice of "No Proposal'
Submission Label
Oro-Medonte Org. Chart
Appendices
Township of Oro-Medonte Page 51 of 61
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Part V
Vendor Name:
Payment
Information
Appendices
To ensure the accuracy of our account information, you must attach a void cheque
and complete the following financial information:
Name of Financial Institution:
Address of Financial Institution:
Account Information:
Bank Code Transit Number Account Number
Remittance Information
Contact person:
E-mail address:
Name:
Phone: ( )
Signature:
Township of Oro-Medonte
RFP #: CS 2016-01
Title/Position:
Fax: ( )
Date:
Page 52 of 61
Part V
Accessibility for Ontarians with Disabilities (AODA)
Appendices
The Accessibility for Ontarians with Disabilities Act, 2005 and Regulations under this
Act were enacted to improve accessibility for persons with disabilities. This legislation
applies to public sector organizations such as the Corporation of the Township of
Oro-Medonte as well as to private companies and organizations that provide goods
and services on behalf of the Township.
The Township of Oro-Medonte is committed to ensuring legislative compliance and
providing persons with disabilities consistent opportunity and access to Township
goods, services, and facilities. Accordingly, the Township has adopted policies,
procedures, and practices that address integration, independence, dignity, and equal
opportunity.
The Accessibility Standards for Customer Service Regulation (O. Reg. 429/07) was
developed to ensure that all customers can access goods and services and that their
individual disability needs are met while accessing an organization's goods and
services. This Regulation requires that obligated organizations ensure that every
person who deals with members of the public or other third parties on their behalf,
whether as an employee, agent, volunteer, or otherwise, receives training. The
Regulation outlines the required training components. All public sector and private
organizations were required to comply with this Regulation by January 1, 2012.
The Integrated Accessibility Standards Regulation (O. Reg. 191/11) includes
requirements for information and communication, employment, transportation and
the design of public spaces in the built environment, as well as general accessibility
requirements. Public sector organizations and private businesses must comply with
this Regulation. Commencing in 2014, organizations must ensure that training is
provided on the requirements of this Regulation and the Ontario Human Rights Code
as it pertains to persons with disabilities to all employees, volunteers and those who
provide goods, services or facilities on behalf of the organization.
The Township of Oro-Medonte and all agents and contractors must comply with
the OADA and its Regulations. Failure to comply with the Act may result in
administrative penalties pursuant to Parts IV and V of the Act.
The Township may request that agents and contractors provide records of training
and confirmation of compliance with the Act and its Regulations. Links are provided
below to assist with compliance. Your co-operation and support are essential to
increasing accessibility for persons with disabilities.
Township of Oro-Medonte Page 53 of 61
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Part V
AODA Declaration Form
Appendices
I, the undersigned, in submitting the Accessibility Compliance Form (thereinafter
"form") to the Township of Oro-Medonte do hereby make the following statements
that I certify to be true and complete in every respect. I certify, on behalf of
(Corporate Name of Proponent, thereinafter "Proponent") That
1. 1 have read and understand the contents of this form;
2. 1 understand that if this form is found not to be true and complete in every
respect, the Corporation of the Township of Oro-Medonte has the authority to
discontinue the services of the Proponent;
3. 1 am authorized by the Proponent to sign this form and to submit the form on
behalf of the Proponent;
4. 1 acknowledge that as a vendor of the Corporation of the Township of Oro-
Medonte that I/we are required to comply with the Accessibility for Ontarians
with Disabilities Act, 2005 and all Regulations under this Act, as amended
from time to time;
5. 1 declare that I/we have reviewed, understand and will meet all accessibility
Acts and Regulations, as amended from time to time;
6. 1 declare that I/we will undertake to ensure that all employees, agents, sub-
contractors, and volunteers hired by the Proponent in completion of our work
will also comply with accessibility legislation.
Proponent's Signature:
Position:
Dated this
(I have authority to bind the company)
day of 2016.
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