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HomeMy WebLinkAbout93-125 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 93-125 Being a By-law to authorize an Agreement between The Corporation of the Municipality of Clarington and Totten Sims Hubicki Associates ( 1991) Limited 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's seal, an Agreement with the firm of Totten Sims Hubicki Associates (1991) Limited, for consulting services. 2 . This Agreement is attached hereto as Schedule "A" and forms part of this By-law. BY-LAW read a first and second time this 13th day of September, 1993 . BY-LAW read a third time and finally passed this 13th day of September, 1993 . MAYOR Deputy CLERK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES MEMORANDUM OF AGREEMENT dated the 1st day of September A.D. 1993 -BETWEEN- CORPORATION OF THE MUNICIPALITY OF CLARINGTON Hereinafter called the "Client" THE PARTY OF THE FIRST PART -AND- TOTTEN SIMS HUBICKI ASSOCIATES (1991) LIMITED Hereinafter called the "Consultant" THE PARTY OF THE SECOND PART WHEREAS the Client intends to Retain the Consultant to provide Professional Engineering Services for various Municipal Projects on a continuous basis and as specifically assigned by the Director of Public Works. the Consultant agrees to furnish professional services in connection therewith; NOW THEREFORE WITNESSETH that in consideration of the covenants contained herein, the Client and the Consultant mutually agree as follows: ARTICLE 1 - GENERAL CONDITIONS 1.01 Retainer The Client hereby retains the services of the Consultant in connection with the specific Projects 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 employed by the Client. 1.02 Services The services to be provided by the Consultant and by the Client for the Projects are generally set forth in Article 2. 1.03 Compensation The Client shall pay the Consultant in accordance with the provisions set forth in Article 3. 1.04 Staff and Methods The Consultant shall use current state of the art principles and shall skilfully 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. 1.05 Drawings and Documents Subject to Section 3.2.3 of Article 3, drawings and documents or copies thereof required for the Projects 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 Projects including "as built" records. The Client has ownership of the drawings. 1.06 Patents All concepts, products or processes produced by or resulting from the Services rendered by the Consultant in connection with a 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. 1.07 Records and Audit (a) In order to provide data for the calculation of fees on a time basis, the Consultant shalt keep a detailed record of the hours worked by and salaries paid to his staff employed for the Projects. (b) The Client may inspect and audit the books, payrolls, accounts and records 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. 2 (c) The Consultant, when requested by the Client, shall provide copies of receipts with respect to any disbursements for which the Consultant claims payment under this Agreement. 1.08 Suspension or Termination The Client may by providing 30 days notice in writing to the Consultant 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. 1.09 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 as a result of the negligence 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 negligence of the Consultant in the performance of consulting services to the Client within this project. 1.10 Insurance and Limit of Liability The Client will accept the insurance coverage specified in this clause as the limit of liability of the Consultant. a) Comprehensive General Liability and Automobile Insurance The Insurance Coverage shall be $5,000,000.00 for general liability and $5,000,000.00 for non-owned 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$2,000,000.00 (1,000,000.00 Pollution). When requested the Consultant shall provide to the Client proof of Professional Liability Insurance carried by the Consultant, and in accordance with APED 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 a specific 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 3.2.3. 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 (30) days after written notice of such change or cancellations has been personally delivered to the Client. 3 1.11 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 a Project, or have an interest either directly or indirectly in the construction of the Project. 1.12 Assignment Neither party may assign this Agreement without the prior consent in writing of the other. 1.13 Previous Agreements This Agreement supersedes all previous agreements, arrangements or understandings between the parties whether written or oral in connection with or incidental to the Project. 1.14 Approval by 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, 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. 1.15 Specialized Services The Consultant may engage others for specialized services provided that prior approval is obtained, from the Client and may add a mark-up of not more that 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. 1.16 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 a Project and the premises where they are being performed. 1.17 Publication The Consultant agrees to obtain the consent of the Client before publishing or issuing any detailed information regarding a Project. 1.18 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. 4 1.19 Arbitration (a) Any dispute, difference or disagreement between the parties hereto in relation to the Agreement may, with the consent of both parties, be referred to arbitration. (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 specific 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 of The Arbitrations Act, R.S.O., 1980, Chapter 25, as amended shall apply. 1.20 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. 1.21 Estimates, Schedules and Staff List 1.21.1 Preparation of Estimate of Fees, Schedule of Progress and Staff List When requested by the Client, the Consultant shall within fourteen days of the execution of this Agreement provide, for approval by the Client: (a) A staff list showing the number, classifications and salary ranges of staff and/or hourly rate ranges for 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 Projects. Such list shall designate the member of the Consultant's staff who is to be the liaison person between the Consultant and the Client. 1.21.2 Monthly Reporting of Progress 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. 5 ARTICLE 2 - SERVICES 2.1 Consultant's Services for Preliminary Design The Consultant shall provide the services for the preliminary design of projects and such work shall include the following, unless already covered during a feasibility study: 1. Preparation and recommendation of alternative concepts and designs considering geometrics. property, cost and environmental features. 2. Development and recommendation of horizontal and vertical alignments for the Project on a plan scale acceptable to the Client. 3. Proposed typical sections for the roadway, structures, rights-of-way, entrances, intersecting roads and other cross section elements. 4. Preparation of a design criteria. 5. Existing soils data shall be assembled and evaluated. 6. Preparation and distribution of minutes of Project meetings. 7. Correspondence with governmental ministries, agencies and other public authorities for design information. 8. General drainage requirements. 9. Preliminary property right-of-way requirements. 10. Majority utility installations and adjustments. 11. Survey work necessary for the provision of services herein and, a) For the assessment and verification of feasibility of engineering alternatives considered for the Project. b) To provide sufficient survey reference points clear of the expected construction area to allow future re-establishment of the alignment proposed for the Project. c) To establish elevation control bench marks clear of the expected construction area sufficient to allow referencing of further detailed elevation information, and the development and control of elevations of the Works to be constructed under the Project. 12. Preparation of structural site plans with necessary geometric design data for structural design purposes and preliminary project cost estimates. 2.2 Client's Services for Preliminary Design The Client shall provide the Consultant with documentation (if available) described as follows: 1. Functional Study or Predesign Investigation undertaken for the Work. 2. Access to and the use of existing plans, profiles, utility information, legal documents and correspondence relevant to the Work. 6 3. Traffic information. 4. Available Traffic or Transportation Study Reports of the area. 5. Available Functional Planning, Preliminary Design Reports and/or drawings of adjoining Projects. 6. General direction of the Consultant in the provision of services and approvals from time to time as necessary during the currency of this agreement. The Consultant shall be entitled to rely upon the information, direction and approvals provided by the Client pursuant to Clauses (1) to (6) hereof, inclusive, as being accurate, in the performance of the Consultant's services under this Agreement. 2.3 Consultant's Services for Detailed Design The services to be provided by the Consultant in the execution of the design for specific Projects shall include: 1. Expertise required for the design of the structure and all roadways and facilities to serve the best interests of the public, with due regard for environmental concerns, capital cost and operating efficiency in accordance with current sate of the art and acceptable standards established by the Client and regulatory authorities. 2. Field survey work required after the design criteria and functional alignment have been established, which shall include all survey work necessary for the estimating of quantities, the detailed setting of alignment and grade to fit controlling natural and artificial topographic and underground features, the design of culvert, ditches, drains and storm sewers and the positioning of all appurtenances associated with the construction of the Project. 3. Investigation and confirmation of the present location of all above ground utilities, updating of the Client's plans and profiles to show the present location and the proposed location, and preparation of additional drawings required for alternative utility relocation as required by the Client subject to Clause 5 of Section 2.4. Underground utilities are to be indicated on the plans and profiles in accordance with information submitted by the respective utility. 4. The preparation and submission of preliminary drawings, investigations, and recommendations to the Client, on such alternatives or modifications to the Project that the Consultant in his professional judgement, deems advantageous to the Client. S. The preparation of appropriate plans showing any lands or interests in land required for the Project. 6. Advising the Client of the need to seek permission to enter private lands for investigation purposes. 7. Participation in a reasonable number of meetings for informative, negotiative or presentative purposes with the Client in connection with the services provided under this Agreement, after the establishment of the design criteria and functional alignment. 8. The preparation of contact documents for the Project including the detailed construction drawings, tender quantity forms, material lists, specifications and information to bidders. 9. The preparation of detailed quantity and cost estimates, sundry engineering and materials. 7 10. The provision of one complete set of tendering documents and one complete set of reproducible drawings for the Project. 11. The preparation of reinforcing steel bar lists for structures. 12. The submission of plans, specifications, schedules, and applications for approval to the client and to appropriate authorities, as required. Attend meetings at the offices of these public authorities to discuss designs and to provide explanations for the purpose of further the applications towards approval. 13. Advice and consultation to the Client in the advertising, receiving and evaluation of bids, and awarding of a contract for construction. 2.4 Client's Services for Detailed Design The Client shall provide the Consultant with documentation (if available) described as follows: 1. Access to and, where necessary, copies of existing plans, profiles or other topographic information showing or pertaining to existing conditions with the Project area. 2. Registered land plans, legal documents and surveys, where necessary, defining the property limits of existing rights-of-way and other parcels of land affected by the Project, and as required in the acquisition of property and lands for the Project. 3. General direction of the Consultant in the provision of the services. 4. Soils, foundation and hydrological reports where required, for the proper design of the Project. S. Any information regarding utilities necessary for the preparation of the plans referred to in Section 2.3 in the possession of the Client. 6. 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. 7. Designated 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 5 hereof; inclusive, as being accurate, in the performance of the Consultant's services under this agreement. 2.5 Consultant's Services for Construction Administration The Consultant, on behalf of the Client, provides a review of the work 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 the 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. 8 The extent of the Consultant's duties of general review are as follows: (a) Administrative Services 1. Consultation in the tendering of a contract for Projects. 2. The review, modification and approval of the Contractor's construction schedule, the processing of progress and final payment certificates for the work, and the preparation and submission of work progress reports to the Client at such time and in such form and detail as the client may require. 3. The review and checking of formwork drawings and proposed construction methods as warranted, to ensure that the Contractor's drawings and methods comply with the design requirements for the Project. 4. Consideration and recommendation in respect to alternatives of construction methods or material proposed by the Contractor, and preparation of change orders. 5. Review shop drawings submitted to the degree necessary to ensure they conform with the design requirements and contract documents. 6. Recommend on the validity of charges for additions or deletions and recommend on the issue of change orders. (b) Field Administration 1. Direction of the Consultant's field staff, and review of the Contractor's work to ensure compliance with the plans and specifications. 2. Surveying and field stakeout for the layout control points only, and calculation of pay quantities for the work. 3. Calculation and recording of quantities, and the preparation of progress and final payment certificates prescribed by the Client, together with the compilation of such survey notes, diaries, records and reports substantiating such certificates during construction and on completion of the work. 4. Arranging, preparing and shipping for testing materials supplied by the Contractor for incorporation in the work, and the review of test results and judgement of acceptability of said materials. 5. On-site tests during the construction of the work to verify acceptability according to the specifications. 6. The assignment of the necessary field inspectors to perform such field operations necessary in the provision of the foregoing construction administration services. 7. Investigating, reporting and recommending on unusual circumstances which may arise during construction. 8. Carrying out final inspection at the conclusion of the construction contract. 9 9. The preparation and submission to the Client of one complete set of reproducible, revised contract drawings showing the 'as constructed' Project, to the extent requested by the Client and to the extent possible from information provided by the Contractor or otherwise patently visible. Consultant is not responsible for the accuracy or completeness of field change information supplied (or to have been supplied) by persons not in the Consultant's employ. 2.6 Client's Services for Construction Administration The Client shall provide the Consultant with the following services notwithstanding that, should the Client be unable to provide any of the services hereunder, they may be assigned to the Consultant. 1. Supplementary factors governing the Contractor's operations, such as by-laws, property considerations, maintenance of public services and traffic. 2. General direction of the Consultant in the provision of the services. 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 work, as necessary to enable him to perform his Services. 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 4 hereof, inclusive, as being accurate, in the performance of the Consultant's services under this Agreement. 2.7 Consultant Services for Review of Plan of Subdivisions and Development Site Plans The Consultant shall review and provide comment to the Client on Plans of Subdivision and Site Plans prepared by Developers and/or their Consultant. The extent of the review shall be as directed by the Client. 2.8 Consultant Services The Consultant shall provide advisory services and prepare reports as directed to assist the Client on projects as requested. This may include surveying, negotiations to purchase property, computer services, road needs study, development charges, transportation reports, master stormwater drainage reports or any project associated with Engineering, Architectural and Urban Planning disciplines. 2.9 Environmental Assessments The Consultant shall perform duties and prepare reports as required under Provincial Regulation of the Environmental Assessment Act. 10 ARTICLE 3 - FEES AND DISBURSEMENTS 3.1 Definitions For the purpose of this Agreement, the following definitions shall apply: (a) Payroll Cost Payroll Cost is defined as hourly salary plus payroll burden of 26.32% to cover vacation, statutory holidays, health and medical insurance, group life and disability insurance, company and Canada pension employer contributions, Workers' Compensation and Unemployment Insurance, but excluding bonuses or profit sharing. 3.2 Basis of Payment 3.2.1 Fees Calculated on a Time Basis 3.2.1.1 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 shall be as follows: (a) Staff on normal assignments - Payroll Cost plus 70%. 3.2.1.2 Time Expended All time expended on assignments, 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. 3.2.2 Computer Services Computer services, except where a computer is used for design under the percentage fee scale or for the Consultant's normal office administration, shall be considered a reimbursable expense. 3.2.3 Reimbursable Expenses In addition to the fee, the Consultant shall be reimbursed at cost for all expenses properly incurred by him in connection with projects, 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, approved special consultations, subsurface investigations, legal surveys, 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 Nil per month on overdue accounts. 11 IN WITNESS THEREOF the parties hereto have caused to be executed those presents by their officers properly authorized in that behalf on the day and year first above written. SIGNED, SEALED AND DELIVERED in the presence of ) CONSULTANT TOTTEN SIMS HUBICKI ASSOCIATES (1991) LIMITED 0 per r/L44,1- R.L. Windover, President per CLIENT THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON MAYOR/CHAIRMA EEVE/WARDEN CLE 5681E/1/1/c 12 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES MEMORANDUM OF AGREEMENT dated the 1st day of September A.D. 1993 -BETWEEN- CORPORATION OF THE MUNICIPALITY OF CLARINGTON Hereinafter called the "Client" THE PARTY OF THE FIRST PART -AND- TOTTEN SIMS HUBICKI ASSOCIATES (1991) LIMITED Hereinafter called the "Consultant" THE PARTY OF THE SECOND PART WHEREAS the Client intends to Retain the Consultant to provide Professional Engineering Services for various Municipal Projects on a continuous basis and as specifically assigned by the Director of Public Works. the Consultant agrees to furnish professional services in connection therewith; NOW THEREFORE WITNESSETH that in consideration of the covenants contained herein, the Client and the Consultant mutually agree as follows: 't ARTICLE 1 - GENERAL CONDITIONS 1.01 Retainer The Client hereby retains the services of the Consultant in connection with the specific Projects 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 employed by the Client. 1.02 Services The services to be provided by the Consultant and by the Client for the Projects are generally set forth in Article 2. 1.03 Compensation The Client shall pay the Consultant in accordance with the provisions set forth in Article 3. 1.04 Staff and Methods The Consultant shall use current state of the art principles and shall skilfully 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. 1.05 Drawings and Documents Subject to Section 3.2.3 of Article 3, drawings and documents or copies thereof required for the Projects 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 Projects including "as built" records. The Client has ownership of the drawings. 1.06 Patents All concepts, products or processes produced by or resulting from the Services rendered by the Consultant in connection with a 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. 1.07 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 and salaries paid to his staff employed for the Projects. (b) The Client may inspect and audit the books, payrolls, accounts and records 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. 2 (c) The Consultant, when requested by the Client, shall provide copies of receipts with respect to any disbursements for which the Consultant claims payment under this Agreement. 1.08 Suspension or Termination The Client providing-34 _ __ ��3' pr g- days notice- writing to the Consultant 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. 1.09 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 as a result of the negligence 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 negligence of the Consultant in the performance of consulting services to the Client within this project. 1.10 Insurance and Limit of Liability The Client will accept the insurance coverage specified in this clause as the limit of liability of the Consultant. a) Comprehensive General Liability and Automobile Insurance The Insurance Coverage shall be $5,000,000.00 for general liability and $5,000,000.00 for non-owned 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$2,000,000.00 (1,000,000.00 Pollution). 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 a specific 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 3.2.3. 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 (30) days after written notice of such change or cancellations has been personally delivered to the Client. 3 1.11 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 a Project, or have an interest either directly or indirectly in the construction of the Project. 1.12 Assignment Neither party may assign this Agreement without the prior consent in writing of the other. 1.13- Previous Agreements This Agreement supersedes all previous agreements, arrangements or understandings between the parties whether written or oral in connection with or incidental to the Project. 1.14 Approval by 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, 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. 1.15 Specialized Services The Consultant may engage others for specialized services provided that prior approval is obtained, from the Client and may add a mark-up of not more that 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. 1.16 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 a Project and the premises where they are being performed. 1.17 Publication The Consultant agrees to obtain the consent of the Client before publishing or issuing any detailed information regarding a Project. 1.18 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. 4 1.19 Arbitration (a) Any dispute, difference or disagreement between the parties hereto in relation to the Agreement may, with the consent of both parties, be referred to arbitration. (b) No person shaft-be appointed-to act as arbitrator who-is-in any way interested, financially or otherwise, in the conduct of the work on the specific 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 of The Arbitrations Act, R.S.O., 1980, Chapter 25, as amended shall apply. 1.20 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. 1.21 Estimates, Schedules and Staff List 1.21.1 Preparation of Estimate of Fees, Schedule of Progress and Staff List When requested by the Client, the Consultant shall within fourteen days of the execution of this Agreement provide, for approval by the Client: (a) A staff list showing the number, classifications and salary ranges of staff and/or hourly rate ranges for 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 Projects. Such list shall designate the member of the Consultant's staff who is to be the liaison person between the Consultant and the Client. 1.21.2 Monthly Reporting of Progress 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. 5 ARTICLE 2 - SERVICES 2.1 Consultant's Services for Preliminary Design The Consultant shall provide the services for the preliminary design of projects and such work shall include--the following,unless-already covered during a feasibility study: 1. Preparation and recommendation of alternative concepts and designs considering geometries. property, cost and environmental features. 2. Development and recommendation of horizontal and vertical alignments for the Project on a plan scale acceptable to the Client. 3. Proposed typical sections for the roadway, structures, rights-of-way, entrances, intersecting roads and other cross section elements. 4. Preparation of a design criteria. 5. Existing soils data shall be assembled and evaluated. 6. Preparation and distribution of minutes of Project meetings. 7. Correspondence with governmental ministries, agencies and other public authorities for design information. 8. General drainage requirements. 9. Preliminary property right-of-way requirements. 10. Majority utility installations and adjustments. 11. Survey work necessary for the provision of services herein and, a) For the assessment and verification of feasibility of engineering alternatives considered for the Project. b) To provide sufficient survey reference points clear of the expected construction area to allow future re-establishment of the alignment proposed for the Project. c) To establish elevation control bench marks clear of the expected construction area sufficient to allow referencing of further detailed elevation information, and the development and control of elevations of the Works to be constructed under the Project. 12. Preparation of structural site plans with necessary geometric design data for structural design purposes and preliminary project cost estimates. 2.2 Client's Services for Preliminary Design The Client shall provide the Consultant with documentation (if available) described as follows: 1. Functional Study or Predesign Investigation undertaken for the Work. 2. Access to and the use of existing plans, profiles, utility information, legal documents and correspondence relevant to the Work. 6 3. Traffic information. 4. Available Traffic or Transportation Study Reports of the area. S. Available Functional Planning, Preliminary Design Reports and/or drawings of adjoining Projects. 6. General direction of the Consultant in the provision of services and approvals from time to time as necessary during the currency of this agreement. The Consultant shall be entitled to rely upon the information, direction and approvals provided by the Client pursuant to Clauses (1) to (6) hereof, inclusive, as being accurate, in the performance of the Consultant's services under this Agreement. 2.3 Consultant's Services for Detailed Design The services to be provided by the Consultant in the execution of the design for specific Projects shall include: 1. Expertise required for the design of the structure and all roadways and facilities to serve the best interests of the public, with due regard for environmental concerns, capital cost and operating efficiency in accordance with current sate of the art and acceptable standards established by the Client and regulatory authorities. 2. Field survey work required after the design criteria and functional alignment have been established, which shall include all survey work necessary for the estimating of quantities, the detailed setting of alignment and grade to fit controlling natural and artificial topographic and underground features, the design of culvert, ditches, drains and storm sewers and the positioning of all appurtenances associated with the construction of the Project. 3. Investigation and confirmation of the present location of all above ground utilities, updating of the Client's plans and profiles to show the present location and the proposed location, and preparation of additional drawings required for alternative utility relocation as required by the Client subject to Clause 5 of Section 2.4. Underground utilities are to be indicated on the plans and profiles in accordance with information submitted by the respective utility. 4. The preparation and submission of preliminary drawings, investigations, and recommendations to the Client, on such alternatives or modifications to the Project that the Consultant in his professional judgement, deems advantageous to the Client. 5. The preparation of appropriate plans showing any lands or interests in land required for the Project. 6. Advising the Client of the need to seek permission to enter private lands for investigation purposes. 7. Participation in a reasonable number of meetings for informative, negotiative or presentative purposes with the Client in connection with the services provided under this Agreement, after the establishment of the design criteria and functional alignment. 8. The preparation of contact documents for the Project including the detailed construction drawings, tender quantity forms, material lists, specifications and information to bidders. 9. The preparation of detailed quantity and cost estimates, sundry engineering and materials. 7 wI 10. The provision of one complete set of tendering documents and one complete set of reproducible - drawings for the Project. 11. The preparation of reinforcing steel bar lists for structures. 12. The_submission_of_p1aQS,_specifications, schedules,and-applications for approval to the elient and to appropriate authorities, as required. Attend meetings at the offices of these public authorities to discuss designs and to provide explanations for the purpose of further the applications towards approval. 13. Advice and consultation to the Client in the advertising, receiving and evaluation of bids, and awarding of a contract for construction. 2.4 Client's Services for Detailed Design The Client shall provide the Consultant with documentation (if available) described as follows: I. Access to and, where necessary, copies of existing plans, profiles or other topographic information showing or pertaining to existing conditions with the Project area. 2. Registered land plans, legal documents and surveys, where necessary, defining the property limits of existing rights-of-way and other parcels of land affected by the Project, and as required in the acquisition of property and lands for the Project. 3. General direction of the Consultant in the provision of the services. 4. Soils, foundation and hydrological reports where required, for the proper design of the Project. 5. Any information regarding utilities necessary for the preparation of the plans referred to in Section 2.3 in the possession of the Client. 6. 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. 7. Designated 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 5 hereof; inclusive, as being accurate, in the performance of the Consultant's services under this agreement. 2.5 Consultant's Services for Construction Administration The Consultant, on behalf of the Client, provides a review of the work 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 the 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. 8 &RTICLE 3''FEES AND DISBURSEMENTS 3.1 Definitions For the purpose of this Agreement, the following definitions shall apply: (a) Payroll Cost Payroll Cost is defined as hourly salary plus payroll burden of 26.32% to cover vacation, statutory holidays, health and medical insurance, group life and disability insurance, company and Canada pension employer contributions, Workers' Compensation and Unemployment Insurance, but excluding bonuses or profit sharing. 3.2 Basis of Payment 3.2.1 Fees Calculated on a Time Basis 3.2.1.1 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 shall be as follows: (a) Staff on normal assignments - Payroll Cost plus 70%. 3.2.1.2 Time Expended All time expended on assignments, 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. 3.2.2 Computer Services Computer services, except where a computer is used for design under the percentage fee scale or fo: the Consultant's normal office administration, shall be considered a reimbursable expense. 3.2.3 Reimbursable Expenses In addition to the fee, the Consultant shall be reimbursed at cost for all expenses properly incurred by him in connection with projects, 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, overti premium csts, and the cost of providing and maintaining site offices, supplies and equipment, approved special consultations, subsurface investigations, legal surveys, 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 Nil per month on overdue accounts. tt IN WITNESS THEREOF the parties hereto have caused to be executed those Presents by their— officers Properly authorized in that behalf on the day and year first above written. SIGNED, SEALED AND DELIVERED in the presence of ) CONSULTANT TOTTEN SIMS HUBICKI ASSOCIATES (1991) LIMITED per / O R.L. Windover President per CLIENT THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON MAYOR/CHAIRMAN/R EV /WARDEN CLERK S691 eIu;/c 12