2016-142 Authorize the Execution of the Professional Services Agreement (short form) with The Jones Consulting Group Ltd.The Corporation of the Township of Oro-Medonte
By-law No. 2016-142
A By-law to Authorize the Execution of the Professional Services Agreement
(Short Form) between The Jones Consulting Group Ltd. and
The Corporation of the Township of Oro-Medonte
Whereas Section 5(3) the Municipal Act2001, 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 a By-law unless the municipality is specifically
authorized to so otherwise;
Whereas Section 9 of the Municipal Act, 2001, S.O. 2001, c25 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. 0. 2001, c25 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# CAO -2016-01, Engineering Consulting Services;
Now Therefore the Council of the Township of Oro-Medonte hereby enacts as follows:
1. The Mayor and Clerk be authorized to execute the Professional Services
Agreement (Short Form) for RFP# CAO -2016-01, Engineering Consulting
Services, between The Jones Consulting Group Ltd. and The Corporation of 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 12th day of October,
2016.
The Corporation of the Township of Oro-Medonte
This Agreement made this 12th day of October, 2016.
BETWEEN:
THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
(the "Township")
- and -
THE JONES CONSULTING GROUP LTD.
(the "Consultant")
WHEREAS the Township issued RFP # CAO 2016-01 - Engineering Consulting Services
(the "RFP") on June 1, 2016;
AND WHEREAS the Consultant submitted a response submission to the Township on
June 29, 2016 (the "RFP Response Submission");
AND WHEREAS the Proposal was accepted by the Township on October 12, 2016;
AND WHEREAS pursuant to .the terms of the award, the Township and the Consultant
have agreed to enter into a contact (the "Agreement") to set out the terms and conditions
of the arrangement for the provision of Engineering Consulting Services (the "Services")
by the Consultant for and on behalf of the Township;
NOW THEREFORE the Township and the Consultant hereto agreed with one another as
follows:
Scope of Work
1. The Township hereby retains the Consultant to provide the Services as specified in
this Contract, in the RFP and in the RFP Response Submission under the general
guidance and direction of the Township.
2. The Consultant agrees to supply, at its sole cost and expense, all staff, equipment
and technical assistance necessary to perform the Services as stipulated herein.
3. The Consultant shall provide the Township with the Services for an approximate five
(5) year term, from October 13, 2016 through to October 31, 2021.
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Contract Documents and Order of Precedence
4. The "Contract" as defined in the RFP between the Township and the Consultant
shall consist of the RFP, the RFP Response Submission and this Agreement.
In the event of any conflicts or inconsistencies between an these documents,
,
this terms of this Agreement shall prevail.
Fees and Disbursements
5. The Township shall pay to the Consultant as full payment and compensation for
the Services an amount not to exceed the Hourly Rates as set out in Appendix
4 of the RFP Response Submission. No payment in excess of this amount shall
be made without the Township's prior written authorization.
6. During the term of the Agreement, the prices quoted by the Consultant shall be
adjusted annually to the rate of inflation as determined by Statistics Canada and
are not subject to any increase or change above the annual cost escalation
factor without the prior written consent of the Township.
7. Provided that the Consultant is not in default of any of its obligations under the
Agreement, and provided that the Township does not, in good faith, 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)
8. The Consultant must be in good standing with the Workplace Safety and
Insurance Board ("WSIB") 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 within fifteen (15) business days of the Township's request
during the Agreement.
9. The Consultant shall maintain its WSIB Insurance or pay such assessments as
will protect the Consultant and the Township from claims under the 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 this Agreement.
10. 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 Two Million Dollars
($2,000,000.00) is required. Such coverage shall be confirmed by a Certificate
of Insurance.
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RFP #: CAO 2016-01
Compliance with Laws
11. The Consultant acknowledges that it is aware of the provisions of the
Occupational Health and Safety Act, the Environmental Protection Act, the
Human Rights Code, the Pay Equity Act, and any other applicable federal,
provincial, and/or municipal statutes, regulations, by-laws, policies and
guidelines thereunder and agrees to comply with, and cause employees to
comply with, the provisions thereof as such statutes, regulations, policies. and
guidelines may be amended or replaced from time to time.
12. 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 reasonably 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
13. The Township shall have the right to audit all books and records (in whatever
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
sub -consultants. The Consultant shall maintain such books and records,
together with such supporting or underlying documents and materials, for the
duration of the Agreement and for at least two years following the completion of
the Agreement, including any and all renewals thereof.
14. 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, which is convenient for
the Township.
Use of Work
15. Notwithstanding any other provisions of the Agreement, and provided that the
Township has complied with its obligations under this Agreement, including but
not limited to the payment of fees and disbursements pursuant to Paragraph 5,
6 and 7 of this Agreement, the Township shall have the right to take possession
of, and use, any completed or partially completed portions of the work associated
with the Services provided under this Agreement.
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RFP #: CAO 2016-01
16. Provided that the Township has complied with its obligations under this
Agreement, including but not limited to the payment of fees and disbursements
pursuant to Paragraph 5, 6 and 7 of this Agreement, 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 Assurance and Quality Control
17. In providing the Services under this Agreement, the Consultant shall perform in
a manner consistent with the degree of care and skill ordinarily exercised by
members of the same profession currently practicing under similar
circumstances, at the same time and in the same or similar locality. The
Consultant shall perform the Services with reasonable diligence and
expediency, consistent with sound professional engineering practices.
18. 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 the provision of the Services, which the
Consultant shall be required to carry out within the timeframe stipulated by the
Township.
19. At any time during the course of this 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
20. The Consultant shall not change or deviate from the scope of the Services
without the prior written consent of the Township. In the event that the
Consultant undertakes a change or deviation in the scope of the Services
without the prior written consent of the Township, it shall not be entitled to
additional payments.
Assignments and Sub -consultants
21. 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 of the Services
offered. Sub -contract 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 this Agreement.
22. The Township acknowledges that Azimuth Environmental Consulting Inc. and
Triton Engineering Services Limited are pre -approved Sub -consultants, as
identified in the RFP Response Submission. Should any other Sub -consultant be
utilized by the Consultant, those Sub -consultants must be approved by written
approval prior to any assignments and all sub -contracts which may be granted
on such terms as the Township deems advisable. The Township's consent to
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RFP #: CAO 2016-01
any assignment or subcontract shall not release the Consultant from its duties
and obligations under this Agreement.
Damages and Set Off
23. If the Township should suffer provable damage as a result of negligence on the
part of the Consultant or their Sub -consultants in the performance of the Services
in this Agreement, the Township shall be reimbursed by the Consultant for such
damage.
24. Any of the Services which have not been performed to the Township's reasonable
satisfaction as a result of negligence or other acts of omission by the Consultant
or any of its Sub -consultants, shall be promptly rectified in accordance with this
Agreement at the Consultant's expense.
25. In the event that any of the Services are not performed in accordance with this
Agreement, as a result of negligence or omission by the Consultant or any of its
Sub -consultants, the Township may retain, as a holdback, an amount equal to
the Township's reasonable estimated cost to perform the Services in a
satisfactory manner, and until the Services have been completed to the
reasonable satisfaction of the Township.
26. 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, any
proven amounts owing to the Township by the Consultant as a result of
negligence or omission for the Services provided under this Agreement.
Suspension or Termination
27. The Township may, at any time by ten (10) business days 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.
28. The Consultant may suspend or terminate the Services, or any portion thereof,
as a result of non-payment on the part of the Township. Upon receipt of notice
by the Township, the Consultant shall perform no further Services until such time
as outstanding payment, not resulting from damages or set off, is received.
29. 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 this Agreement or any
part thereof without the prior written authority of the Township, this 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.
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RFP #: CAO 2016-01
30. Upon termination of this Agreement, all documentation relating to the Services
shall 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. For the avoidance of
doubt, the Consultant may retain a copy of all documentation relating to the
Services for its files.
31. All duties and obligations of the Consultant with respect to the Services provided
up to and including the date of termination shall survive termination of this
Agreement.
Indemnification
32. The Consultant shall indemnify the Township, its directors, officers, council
members, partners, agents and employees from and against all damages,
liabilities, and costs or damages which the Township, its directors, officers,
council members, partners, agents and employees may suffer as a result of the
negligent acts, error or omissions of the Consultant, its employees, officers, sub -
consultants or agents in the performance of the SeryAgreement,
under this A reement,
to the extent that the Consultant is responsible for such damages, liabilities and
costs on a comparative basis of fault between the Consultant and the Township.
p
33. The Consultant shall not be obligated to indemnify the Township for the
Township's own negligence or for the negligence of third parties not specified in
this Agreement.
Insurance
34. 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:
(a) Commercial General Liability Insurance
Commercial General Liability ("CGL") Insurance shall include the Township as
an additional insured, with limits of not less than Five Million Dollars
($5,000,000.00) 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 corporate 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 corporate owned or leased vehicles, used by the Consultant, its
employees or agents.
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(c) Professional Liability Insurance
Professional Liability Insurance shall have limits of not less than Five Million
Dollars ($5,000,000.00) inclusive per claim, covering services or activities that
are professional in nature and thereby excluded under the CGL policy.
35. The form of all insurance to be provided herein, shall in all respects be satisfactory
to the Township and shall be maintained continuously from either the
commencement of the services or the signing of this Agreement, whichever is
sooner.
36. The policies shall be endorsed to provide the Township with not less than thirty
(30) days written notice in advance of cancellation. The Consultant shall provide
the Township with not less than thirty (30) days written notice in advance of
change or amendment restricting coverage.
Confidential Data
37. 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 unless the information is in the
public domain (other than as a result of the unauthorized disclosure by the
Consultant) or if the Consultant is required by a court of law or other competent
authority to disclose such information. No such information shall be used by the
Consultant on any other project without the approval in writing of the Township.
Claims and Disputes
38. Should the Consultant wish to claim additional compensation arising out of a
change to the scope of the Services or for any other reason, it shall provide the
Township with written notice of this claim within ten (10) business days of
becoming aware of the claim, failing which, it shall not be entitled to any
compensation for such claim.
39. Subject to Paragraph 28 of this Agreement, in the event of any claim or dispute
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
40. Any notice given pursuant to this 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.
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41. This Agreement shall enure to the benefit of, and be binding upon, the Township,
the Consultant and their heirs, executors, administrators, successors and
permitted assigns.
42. This 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.
43. This Agreement may be modified only by a written amendment signed by the
authorized representatives of both parties.
44. This Agreement shall be governed by, and construed in accordance with, the
laws of the Province of Ontario.
IN WITNESS WHEREOF the parties hereto have hereunto set their hand and seals on
the above date.
THE JONES CONSULTING GROUP LTD.
Per: 1
----Iqa-rne:
Title: ,�-tc �►`. e� ��r�
have authority to bind the corporation.
THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
Per:
Pe • G
■ y
Do Irwiirector, Corporate Services/Clerk
ry
Township of Oro-Medonte Page 8 of 9
RFP #: CAO 2016-01