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HomeMy WebLinkAbout2006-193 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 2006 - 193 Being a By-law to authorize a contract between the Corporation of the Municipality of Clarington and D. G. Biddle & Associates, to enter into an agreement for the provision of engineering services for the inspection and contract administration for the Baseline Rd. W., widening and traffic signal installation project. THE CORPORATION OF THE MUNICIPALITY OF ClARINGTON HEREBY ENACTS AS FOllOWS: 1 . THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the Corporation of the Municipality of Clarington and seal with the Corporation Seal, a contract between D. G. Biddle & Associates., and said Corporation, once the agreement has been prepared to the satisfaction of the Director of Engineering Services. BY-lAW read a first and second time this 25th day of September 2006. BY-lAW read a third time and finally passed this 25th day of September 2006. d~ John Mutton, Mayor '07MAR05 pr1 1: 06 :58 M.E.A./C.E.O. CLIENT/CONSULTANT AGREEMENT FOR MUNICIPAL WORKS 2006 AGREEMENT CONTENTS Paqe Contents of MEA/CEO Consultants Agreement Form of Agreement 10 MEA/CEO Client/Consultant Agreement for Municipal Works 2005 - 1 - AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES MEMORANDUM OF AGREEMENT dated the day of OCTOBER A.D. 2006 -BETWEEN- THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Hereinafter called the 'Client' THE PARTY OF THE FIRST PART -AND- D.G. BIDDLE & ASSOCIATES LIMITED Hereinafter called the 'Consultant' THE PARTY OF THE SECOND PART WHEREAS the Client intends to widen Baseline Road from 60m east of Waverly Road to approximately 125m east of Spry Avenue, including the installation of traffic lights at the intersection with Spry Avenue. hereinafter called the 'Project' and has requested the Consultant to furnish professional services in connection therewith; MEA/CEO Client/Consultant Agreement for Municipal Works 2005 - 2 - NOW THEREFORE WITNESSETH that in consideration of the covenants contained herein, the Client and the Consultant mutually agree as follows: ARTICLE 1 - GENERAL CONDITIONS 1.1 Retainer The Client hereby retains the services of the Consultant in connection with the Project and the Consultant hereby agrees to provide the services described herein under the general direction and control of the Client. In this Agreement the word Consultant shall mean professionals and other specialists engaged by the Client directly and whose names are party to this Agreement. 1.2 Services The services to be provided by the Consultant and by the Client for the Project are set forth in Article 2 and such services as changed, altered or added to under Section 1.08 are hereinafter called the 'Services'. 1.3 Compensation The Client shall pay the Consultant in accordance with the provisions set forth in Article 3. 1.4 Staff and Methods The Consultant shall use current state of the art principles and shall skillfully and competently perform the Services and shall employ only skilled and competent staff who will be under the supervision of a senior member of the Consultant's staff. 1.5 Drawinas and Documents Subject to Section 3.2.4 of Article 3, drawings and documents or copies thereof required for the Project shall be exchanged between the parties on a reciprocal basis. Documents prepared by the Consultant for the Client may be used by the Client, for the Project herein described, including" record drawings. The Client has been assigned by Developer and D.G. Biddle & Associates Limited ownership of the drawings and the client indemnifies the Consultant for unauthorized use of the documents and deliverables. 1.6 Intellectual Property All concepts, products or processes produced by or resulting from the Services rendered by the Consultant in connection with the Project, or which are otherwise developed or first reduced to practice by the Consultant in the performance of his Services, and which are patentable, capable of trademark or otherwise, shall be and remain the property of the Consultant. The Client shall have permanent non-exclusive royalty-free license to use any concept, product or process, which is patentable, capable of trademark or otherwise produced by or resulting from the Services rendered by the Consultant in connection with the Project and for no other purpose or project. 1.7 Records and Audit (a) In order to provide data for the calculation of fees on a time basis, the Consultant shall keep a detailed record of the hours worked by staff employed for the Project. (b) The Client may inspect timesheets and record of expenses and disbursements of the Consultant during regular office hours with respect to any item which the Client is required to pay on a time scale or disbursement basis as a result of this Agreement. (c) The Consultant, when requested by the Client, shall provide copies of receipts with respect to any disbursement for which the Consultant claims payment under this Agreement. MEA/CEO ClienUConsultant Agreement for Municipal Works 2005 - 3 - 1.8 Chanaes and Alterations and Additional Services With the consent of the Consultant the Client may in writing at any time after the execution of the Agreement or the commencement of the Services delete, extend, increase, vary or otherwise alter the Services forming the subject of the Agreement, and if such action by the Client necessitates additional staff or services, the Consultant shall be paid in accordance with Section 3.2.1 for such additional staff employed directly thereon, together with such expenses and disbursements as allowed under Section 3.2.4. In the event that the client delays the project then the consultant shall have the right to renegotiate the agreement. 1.9 Suspension or Termination Either party may at any time by notice in writing suspend or terminate the Services or any portion thereof at any stage of the undertaking. Upon receipt of such written notice, the Consultant shall perform no further Services other than those reasonably necessary to close out his Services. In such an event, the Consultant shall be entitled to payment in accordance with Section 3.2.1 for any of the Consultant's staff employed directly thereon together with such expenses and disbursements allowed under Section 3.2.4. If the Consultant is practicing as an individual and dies before his Services have been completed, this Agreement shall terminate as of the date of his death, and the Client shall pay for the Services rendered and disbursements incurred by the Consultant to the date of such termination. 1.10 Indemnification The Consultant shall indemnify and save harmless the Client from and against all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which the Client, his employees, officers or agents may suffer, to the extent the Consultant is legally liable as a result of the negligent acts of the Consultant, his employees, officers or agents in the performance of this Agreement. The Client agrees to hold harmless, indemnify and defend the Consultant from and against any and all claim, losses, damages, liability and costs of defense arising out of or in any way connected with the presence, discharge, release or escape of contaminants of any kind, excluding only such liability as may arise out of the negligent acts of the Consultant in the performance of consulting services to the Client within this project. 1.11 Insurance The Client will accept the insurance coverage amount specified in this clause as the limit of liability of the Consultant for Clients damages. a) Comprehensive General Liability and Automobile Insurance The Insurance Coverage shall be $1.000.000.00 per occurrence and in the aggregate for general liability and $1.000.000.00 for automobile insurance. When requested the Consultant shall provide the Client with proof of Comprehensive General Liability and Automobile Insurance (Inclusive Limits) for both owned and non-owned vehicles. b) Professional Liability Insurance The Insurance Coverage shall be in the amount of $1.000.000.00 per claim and in the aggregate. When requested the Consultant shall provide to the Client proof of Professional Liability Insurance carried by the Consultant, and in accordance with APEO Act, 1984 and Regulations therein. c) Change in Coverage If the Client requests to have the amount of coverage increased or to obtain other special insurance for this Project then the Consultant shall endeavour forthwith to obtain such increased or special insurance at the Client's expense as a disbursement allowed under Section 3.2.4. MEA/CEO Client/Consultant Agreement for Municipal Works 2005 - 4 - It is understood and agreed that the coverage provided by these policies will not be changed or amended in any way nor cancelled by the Consultant until (60) days after written notice of such change or cancellations has been personally delivered to the Client. 1.12 Contracting for Construction Neither the Consultant nor any person, firm or corporation associated or affiliated with or subsidiary to the Consultant shall tender for the construction of the Project, or have an interest either directly or indirectly in the construction of the Project. 1.13 Assignment Neither party may assign this Agreement without the prior consent in writing of the other. 1.14 Previous Aareements This Agreement supersedes all previous agreements, arrangements or understandings between the parties whether written or oral in connection with or incidental to the Project. 1.15 Approval bv Other Authorities Unless otherwise provided in this Agreement, where the work of the Consultant is subject to the approval or review of an authority, department of government, or agency other than the Client, such applications for approval or review shall be the responsibility of the Consultant, but shall be submitted through the offices of the Client and unless authorized by the Client in writing, such applications for approval or review shall not be obtained by direct contact by the Consultant with such other authority, department of government or agency. 1.16 Principals and Executives The use of Principals and Executives on a time basis by the Consultant, will be in accordance with Section 1.23.1 (c). 1.17 Sub-Consultants The Consultant may engage others for specialized services provided that prior approval is obtained, in writing, from the Client and may add a mark-up of not more than 5% of the cost of such services to cover office administration costs when claiming reimbursement from the Client plus the cost of the additional insurance incurred by the Consultant for the specialized services. 1.18 Inspection The client, or persons authorized by the Client, shall have the right, at all reasonable times, to inspect or otherwise review the Services performed, or being performed, under the Project and the premises where they are being performed. 1.19 Publication The Consultant agrees to obtain the consent in writing of the Client before publishing or issuing any information regarding the Project. 1.20 Confidential Data The Consultant shall not divulge any specific information identified as confidential, communicated to or acquired by him, or disclosed by the client 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 client. MEA/CEO ClienUConsultant Agreement for Municipal Works 2005 - 5- 1.21 Dispute Resolution (a) If requested in writing by either the Client or the Engineer, the Client and the Engineer shall attempt to resolve any dispute between them arising out of or in connection with this Agreement by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the parties. If a dispute cannot be settled within a period of ninety (90) calendar days with the mediator, the dispute shall be referred to and finally resolved by arbitration under the rules of the province having jurisdiction or by an arbitrator appointed by the agreement of the parties. (b) No person shall be appointed to act as arbitrator who is in any way interested, financially or otherwise, in the conduct of the work on the Project or in the business or other affairs of either the Client or the Consultant. (c) The award of the arbitrator shall be final and binding upon the parties. (d) The provisions ofThe Arbitration's Act, R.S.O., 1980, Chapter 25, as amended shall apply. 1.22 Time The Consultant shall perform the Services expeditiously to meet the requirements of the Client and shall complete any portion or portions of the Services in such order as the Client may require and the Client shall have the right to take possession of and use any completed or partially completed portions of the Work notwithstanding any provisions expressed or implied to the contrary. The Client shall give due consideration to all designs, drawings, plans, specifications, reports, tenders, proposals and other information submitted by the Consultant, and shall make any decisions which he is required to make in connection therewith within a reasonable time so as not to delay the work of the Consultant. 1.23 Estimates. Schedules and Staff List 1.23.1 Preparation of Estimate of Fees. Schedule of ProQress and Staff List When requested by the Client, the Consultant shall provide, for approval by the Client: 1.23.2 An estimate of the total fees to be paid for the Services. A Schedule showing an estimate of the portion of the Services to be completed in each month and an estimate of the portion of the fee which will be payable for each such month. A Staff list showing the number, classifications and hourly rate ranges for staff, Principals and Executives, for which the Consultant will seek payment on a time basis. The Consultant shall relate such information to the particular type of work that such staff is to perform, while employed on the Project. Such list shall designate the member of the Consultant's staff who is to be the liaison person between the Consultant and the Client. Subsequent ChanQes in the Estimate of Fees. Schedule of ProQress and Staff List (a) (b) (c) 1.23.3 The Consultant will require prior written approval, from the Client for any of the following changes: (a) Any increase in the estimated fees beyond those approved under Subsection 1.23.1 (a). (b) Any change in the schedule at progress which results in a longer period than provided in Subsection 1.23.1 (b). (c) Any change in the number, classification and hourly rate ranges of the staff provided under Subsection 1.23.1 (c). Monthly ReportinQ of Proqress When requested by the Client, the Consultant shall provide the Client with a written report showing the portion of the Services completed in the preceding month. MEA/CEO ClienUConsultant Agreement for Municipal Works 2005 - 6 - 1.24 Additional Conditions MEA/CEO Client/Consultant Agreement for Municipal Works 2005 - 7 - ARTICLE 2 - SERVICES 2.1 Consultant's Services for General Municipal Proiect (a) Special Services 1. Preparation of the proposed allocation of costs between the Client and municipalities, authorities or private interests, including advising with respect to the administration of extended financial arrangements, computation of principal and interest and preparation of account. 2. Services resulting from a Contractor's insolvency. 3. Preparation of changes in design where required by factors beyond the control of the Consultant. 4. Preparation of special progress certificates and final certificates for subsidy payments, grants or rebates. (b) Detailed Desion. Final Drawinos and Specifications 1. Prepare specifications. 2. Prepare construction contract documents. 3. Obtain approvals. (c) Evaluation of Tender and Recommendations for Award 1. Analyze tender received with regard to completeness, prices, schedule and other requirements of the tender documents. 2. Prepare and submit recommendations to the Client for award of contract including suitability of Contractor to carry out the work. (d) Consultant's Services for Construction Administration on Municipal Proiect The Consultant, on behalf of the Client, provides a review of the Project during construction. The Contractor is responsible for discharging his obligations under the terms and conditions of the construction contract. The performance of the Contract is not the Consultant's responsibility nor are his review services rendered for the Contractor's benefit. The Contractor is responsible for the quality of work. It is understood that only work which has actually been seen during examination of representative samples can be said to have been appraised, and comments on the balance of the work are assumptions based upon extrapolation. The extent of the Consultant's duties for general review are as follows: General Review Durino Construction 1. Advise the construction Contractor on the Consultant's interpretation of the drawings and specifications and issue supplementary details and instructions during the construction period as required. 2. Review for Client's approval the construction schedule proposed by the Contractor and comment on the procedures, methods and sequence of work. 3. Review shop drawings submitted for general compliance with the design requirements. 4. Consider and advise on alternative methods, equipment and materials proposed by the Contractor. 5. Advise on the validity of charges for additions or deletions and advise on the issue of change orders, when requested. MEA/CEO Client/Consultant Agreement for Municipal Works 2005 - 8 - 6. Process Contractor's progress and final requisitions and issued progress certificates for the Client's acceptance. 7. Maintain adequate records related to the construction contracts. 8. Modify contract drawings to show the 'as-built' work and provide reproducible copies of these drawings to the Client. 9. Make periodic visits to the site during construction to review general conformity of the work with plans and specifications. 10. Arrange for the testing and inspection of materials and work, by an authorized inspection and testing company, where the construction contract calls for such testing. 11. Attend job meetings as deemed necessary. 12. Report on the progress of construction to the Client. Resident Staff Services Durina Construction Resident staff services will be provided by the Consultant on a full or part time basis. Such services include: 1. Provide reference line and elevation to the Contractor and, where necessary, check the construction Contractor's line and grade. 2. Report to the Client and make recommendations if the Consultant determines that the Contractor is not carrying out his work in accordance with the Contract Documents or that the Contractor's work does not satisfy the intent of the design or does not substantially conform with plans and specifications. 3. Arrange for or carry out all necessary field testing and inspection of materials and equipment installed. 4. Investigate, report and advise on unusual circumstances which come to the Consultant's attention during construction. 5. Carry out final inspection at the conclusion of the construction contract, at the end of the maintenance period and as part of the acceptance program of the Client. 6. Obtain and record field information of construction details for the modification of contract drawings to show the work 'as-built'. 7. Maintain sufficient data to determine periodic progress of the Project. 8. Review construction Contractor's request for payments as to progress, quantities of work completed and materials delivered to the site and advise the Client. 2.2 Client's Services for General Municipal Proiect The Client shall provide the Consultant with the following Services, notwithstanding that, should the Client be unable to provide any of the Services hereunder, services under (1) may be assigned to the Consultant under Section 1.08. 1. Access to and, where necessary, copies of existing plans, profiles or other topographic information showing or pertaining to existing conditions within the Project area. 2. General direction of the Consultant in the provision of the Services and approvals from time to time as necessary during the currency of this Agreement. 3. Arrange and make provision for the Consultant's entry and ready access to property (public and private) as well as to the site of the Project, as necessary to enable him to perform his services. MEA/CEO Client/Consultant Agreement for Municipal Works 2005 .. - 9 - 4. Designate in writing an individual to act as his Representative who will transmit instructions to and receive information from the Consultant. The Consultant shall be entitled to rely upon the information, direction and approvals provided by the Client pursuant to clauses 1 through 9 hereof, inclusive, as being accurate in the performance of the Consultant's Services under this Agreement. ARTICLE 3 . FEES AND DISBURSEMENTS 3.1 Definitions For the purpose of this Agreement, the following definitions shall apply: (a) Cost of the Work: (ii) (iii) (iv) (v) (b) Site: (i) The "Cost of the Work" shall mean the total cost of the Project including all materials, equipment, sales taxes, labour and contractor's overhead and profit, necessary to complete the work for which the Consultant prepares designs, drawings or specifications, for which he is responsible. Where sales taxes are not included in the cost of the work, the fee shall be adjusted upwards by the factor equivalent to the sales taxes. The adjusted fee may be computed to the nearest one-tenth of one percent (1/10%). Wherever the client furnishes labour or other service which is incorporated in the work, the current price of labour or other service when the work was executed shall be used to compute the Cost of the Work. Whenever used materials or equipment is furnished by or on behalf of the Client, the fair market value of such materials or equipment, as though it was purchased new, shall be used to compute the Cost of the Work. In computing the Cost of the Work, no deductions shall be made on account of any penalties or damages claimed by the Client from any contractor or on account of any other sum withheld from any contractor. The Cost of the Work shall not include any fees and disbursements due to the Consultant, the Client's engineering and office expenses, or cost of land. Site includes the actual work site and other locations where the checking of materials, equipment and workmanship is carried out. MEA/CEO Client/Consultant Agreement for Municipal Works 2005 - 10 - 3.2 Basis of Payment 3.2.1 Fees Calculated on a Time Basis The Client shall pay the Consultant a fee, calculated on a time basis, for that part of the Services described in Article 2. Fees on a time basis for all staff shall be hourly rates based on job classifications as follows: HOURLY RATES APPLICABLE AS OF APRIL 1. 2006 FOR THE BASELINE ROAD WIDENING CONTRACT Principal Engineer Senior Project Engineer Intermediate Engineer Project Design Manager Technician 6 Technician 5 Technician 4 Technician 3 Technician 2 Technician 1 Project Construction Manager Field Inspector Survey Crew - 2 Man - 3 Man RATE PER HOUR $ 145.00 98.00 88.00 104.00 89.00 74.00 66.00 64.00 54.00 44.00 104.00 66.00 108.00 138.00 58.00 CLASSIFICATION Clerical SurveS Equipment Total tatlon GPS System In House Printing Mileage 10.00 20.00 $ 2.00 / print $ 10.00/ mylar $ 0.45 /km * These rates are subject to revision on April 1st of each calendar year and do not include the Goods and Services Tax (G.S.T.) MEA/CEO Client/Consultant Agreement for Municipal Works 2005 - 11 - 3.2.2. Time Expended All time expended on the assignment, whether in the Consultant's office, at the Client's premises, or elsewhere, and including travel time, shall be chargeable. This also includes, but is not limited to, stenographic and clerical staff engaged in the preparation of documents such as reports and specifications. 3.2.3 Reimbursable Expenses In addition to the fee, the Consultant shall be reimbursed at cost plus an administrative charge of 5%, plus the cost of additional insurance incurred by the Consultant, for all expenses properly incurred by him in connection with the project, including but not limited to: vehicle use charges, travelling and living expenses, long distance telephone charges, teletype and telegraph charges, printing and reproductions, progress photography, advertising for tenders, special delivery and express charges, overtime premium costs, and the cost of providing and maintaining site offices, supplies and equipment, chemical and physical tests. 3.3 Payment 3.3.1 Fees Calculated on a Time Basis The Consultant shall submit an invoice to the Client for all Services completed in the immediately preceding month. Interest at the annual rate of 1.0 percent (one percent monthly) will be paid on the total outstanding unpaid balance commencing 30 days after the Client has received the Consultant's invoice. MEA/CEO ClienUConsultant Agreement for Municipal Works 2005 " - 12 - SIGNED, SEALED AND DELIVERED in the presence of: CONSULTANT D.G. BIDDLE & ASSOCIATES LIMITED THE CORPORATION OF THE MUNICIPALITY OF CLER November 30, 2006 MEA/CEO ClienUConsultant Agreement for Municipal Works 2005