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HomeMy WebLinkAboutEGD-041-08Clarin n Leading the Way REPORT ENGINEERING SERVICES DEPARTMENT Meeting: General Purpose and Administration Committee Date: October 6, 2008 Resolution #: ~ ~ "-`~` D"~~g Report #: EGD-041-08 File #: By-law #• d ?00$-/75 Subject: TSH MERGER WITH AECOM CANADA LIMITED -AMENDMENTS TO AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES AND RELATED AMENDMENTS TO THE PURCHASING BY-LAW Recommendations: It is respectfully recommended that the General Purpose and Administration Committee recommend to Council the following: THAT report EGD-041-08 be received; 2. THAT amendments to the Agreement for Professional Consulting Services between the Corporation of the Municipality of Clarington and Tottem Sims Hubicki (1991) Limited by replacing the corporate name "Totten Sims Hubicki Associates (1991) Limited" and the letters "TSH" with "Aecom Canada Limited" wherever the former corporate name and letters appear and the other amendments referred to in this Report, be approved; 3. THAT a by-law be passed (Attachment 2) to authorize the Mayor and the Municipal Clerk on behalf of the Municipality of Clarington to execute a Professional Consulting Services Agreement with Aecom Canada Limited in the form and with the content of the Agreement contained in Attachment 1 which contains the amendments referred to in Recommendation 2; and 4. THAT a by-law (Attachment 3) be passed to amend Sections 1 and 28 of the Purchasing By-law 2006-127 as recommended in section 5.3 of this Report. CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET, BOWMANVILLE, ONTARIO L1C 3A6 T 905-623-3379 F 905-623-9282 REPORT NO.: EGD-041-08 PAGE 2 Respectfully by, -- Submitted by: A.S. Cannella Director of Engineering Services ~~ ~ ~ Reviewed by: Franklin Wu Chief Administrative Officer ASC/jb September 15, 2008 REPORT NO.: EGD-047-08 PAGE 3 1.0 BACKGROUND AND PURPOSE 1.1 Clarington's principal engineering and related professional services consulting firm, Totten Sims Hubicki Limited ("TSH"), has been acquired by Aecom Technology Corporation. As of October 1, 2008, the services now provided by TSH to the Municipality, will be provided by the same staff operating under the corporate name Aecom Canada Limited ("Aecom Canada"). This Report recommends that Council approve amendments to the current Agreement for Professional Consulting Services between the Municipality of Clarington and Totten Sims Hubicki Associates (1991) Limited dated September 1, 1993 ("TSH Agreement") and pass amendments to the Purchasing By-law 2006-127 to the change in the corporate name to `Aecom Canada Limited". Amendments to the Agreement for Professional Consulting Services are necessary because Aecom Canada and Totten Sims Hubicki Associates (1991) Limited are separate legal persons. The TSH Agreement does not permit it to be assigned without the consent of the Municipality and TSH. 1.2 Certain technical amendments have been made to update the terms of this Agreement including an increase in the amount of the liability insurance that is required to be consistent with the Municipality's current insurance requirements. 1.3 Amendments to the Purchasing By-law are necessary because Sections 1 and 28 of this by-law now refer to the TSH Agreement since the services now provided by TSH will be provided by Aecom Canada from October 1, 2008, Sections 1 and 28 of the Purchasing By-law will need to be amended to reflect this fact. 1.4 TSH's key staff who now provide consulting services to the Municipality will continue to do so after October 1, 2008, operating under the corporate name of Aecom Canada. 1.5 The recommended amendments both to the Agreement and the Purchasing By-law referred to above are essentially of a housekeeping nature. REPORT NO.: EGD-041-08 2.0 INTRODUCTION PAGE 4 2.1 The Municipality and TSH have shared a professional relationship since the incorporation of the Municipality on January 1, 1974 prior to the incorporation of the Municipality. TSH provided consulting services to the former Townships of Clarke and Darlington. 2.2 TSH has responded effectively and expeditiously to the needs of the Municipality's increasing population and infrastructure requirements by providing a broad range of professional consulting services to the Municipality in respect of public works undertaken by the Municipality. The services provided by TSH also include assisting the Municipality's staff in the preparation of background studies related to the passing of Development Charges By-laws. Their work has been essential in the preparation of these background studies. 3.0 BENEFITS FROM THE RELATIONSHIP WITH TSH 3.1 TSH's accumulated experience with the implementation of Clarington's public works programs have allowed TSH's staff to gain an intimate knowledge of the Municipality's infrastructure. This knowledge is put to use with each new project undertaken for the Municipality by minimizing the need to research existing infrastructure and by enabling TSH's staff to conceptualize solutions based on a fully integrated understanding of the Municipality's current and historical needs. 3.2 TSH has been successful in completing assignments on schedule and on budget. I fully expect that Aecom Canada will continue to do so after October 1, 2008. Cost-effective services have been provided by TSH. I expect that after October 1, 2008, Aecom Canada will also provide cost-effective services. 3.3 Very importantly, TSH has worked diligently to liaise with residents affected by projects in which it has been involved, during both design and construction phases, to ensure that all issues and concerns are dealt with in the most satisfactory manner possible. The result of this effort has provided TSH with an excellent track record in community relations, one that is confirmed in the minimal number of calls and concerns the Municipality has received from residents as a result of TSH projects over the years. I REPORT NO.: EGD-041-08 PAGE 5 expect that Aecom Canada will match TSH's track record in this regard after October 1, 2008. 4.0 AECOM CANADA 4.1 In addition to TSH, Aecom Technology Corporation has acquired other consulting companies which provide related professional consulting services under the names UMA, GLL, Cansult, KMK and Earth Tech. Each of them will also operate as part of Aecom Canada. As a result, Aecom Canada will be one of the largest group of engineers, architects, planners, technologists, technicians and support staff available to clients within Ontario. 4.2 As is currently the case with TSH, Aecom Canada will continue the practice of reviewing with the Director of Engineering Services, on a case by case basis, any potential work for private sector clients and other levels of government whose jurisdiction encompasses the Municipality of Clarington, to ensure that no conflict of interest will arise. 5.0 PURCHASING BY-LAW 2006-127 AMENDMENTS 5.1 Section 28 of the Purchasing By-law provides that: "For clarity, none of the provisions of this By-law is intended to or shall be deemed to affect any provisions of, or the rights, obligations and responsibilities of the parties to the TSH Agreement including the responsibilities of the official of the corporation named in the TSH Agreement." 5.2 Section 1 of the By-law defines "TSH Agreement" to mean the agreement between the Corporation and Totten Sims Hubicki Associates (1991) Limited dated September 1, 1993. 5.3 If Council approves my recommendation in effect to replace the corporate name of "Totten Sims Hubicki Associates (1991) Limited" with the corporate name of "Aecom Canada Limited", similar amendments should be made to Sections 1 and 28 of the Purchasing By-law. REPORT NO.: EGD-041-08 6.0 RECOMMENDATIONS PAGE 6 6.1 I recommend that Council approve amendments to the Agreement for Professional Consulting Services between the Corporation of the Municipality of Clarington and Totten Sims Hubicki Limited to replace 'Totten Sims Hubicki (1991) Limited" with "Aecom Canada Limited" wherever the former corporate name appears and the other amendments referred to in this Report. 6.2 I recommend that Council authorize the execution of a new Agreement with Aecom Canada Limited which incorporates these amendments. A copy of the recommended Agreement for Professional Consulting Services with Aecom Canada Limited is contained in Attachment 1 to this Report. 6.3 I recommend that the Purchasing By-law 2006-127 be amended as set out in section 5.3 of this Report. Attachments: Attachment 1 - Recommended Professional Consulting Services Agreement with Aecom Canada Limited Attachment 2 - By-law to authorize the execution of the Professional Consulting Services Agreement with Aecom Canada Limited Attachment 3 - By-law to amend Purchasing By-law 2006-127 List of Interested Parties: ATTAGHMF_NT NO.: 1 REPORT NO.: EC3D-G4?-i~8 PAGE1 UF~13 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES MEMORANDUM OF AGREEMENT dated the 14'" day October A.D. 2008 -BETWEEN- THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter called the "Client' THE PARTY OF THE FHtST PART AECOM CANADA 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 Engineering Services the Consultant agees to famish professional services in connection therewith; NOW THEREFORE WITNESSETH that in consideration of the covenants contained herein, the Client and the Consultant mutually agee 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 agees to provide the services described herein under the general direction and control of the Client. Tn this Ageement 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 Artiele 3. 1.04 Staft 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. 1.05 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 respell to any item which the Client is required to pay on a time scale or disbursement basis as a result of [his Agreement. (c) The Consultant, when requested by the Client, shall provide copies of receipts with respell 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 hamiless 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, Ms 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. I.IO 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 h~surance The Insurance Coverage shall be $5,000,000.00 for Commercial General Liability and $5,000,000.00 for Non-Owned Automobile Insurance. The Client shall be added to the Consultant's Comprehensive General Liability and Non-Owned Automobile Insurance as an Additional Insured respecting insured activities of events related to the performance by the Consultant of its duties under this Agreement. When requested the Consultant shall provide the Client with proof of Comprehensive General Liability and Automobile Insurance (Inclusive Limits) for both owned and nonowned vehicles. b) Professional Liability Insurance The Insurance Coverage shall be in the amount of $S,OOQ,000.00 for Professional Liability Insurance. The Client shall be added to the Consultant's Professional Liability Insurance respecting activities or events related to the performance by the Consultant of its duties under this Agreement. 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 Secfion 3.2.3. It is understood and ageed that the coverage provided by these policies will not be changed or amended ht 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. 1.11 Contracting for Construction Neither the Consultant nor any person, firm or corporation associated or afSliated with or subsidiary to the Consultant shall tender for the constmction 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 Ageement without the prior consent in writing of the other. 1.13 Previous Agreements This Agreement supersedes all previous ageemenis, arrangements or understandings between the parties whether written or oral in wnnection with or incidental to the Project. 1.14 Approval by Other Authorities Unless otherwise provided in this Ageement, 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 [he 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 1'he Consultant may engage others for specialized services provided that prior approval is obtained, from the Client and may add amark-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 Inspect[on The Client, or persons authorized by the Client, shall have the right, at all reasonable times, [o inspect or otherwise review the Services performed, or being perforrrted, under a Project and the premises where they are being performed. 1.17 Publicatlm The Consultant agees 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. 1.19 Arbitratlon (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 of 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 Arbitration Act, 5.0.,1991, c.17, 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 Statf Liat When requested by the Client, the Consultant shall within fourteen days of the execution of this Ageement provide, for approval by the Client: (a) A staff list showing the number, classifications and salary ranges of staff andlor 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. ARTICLE2-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. 1 t. 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 azea to allow future re-establishment of the alignment proposed for the Project. c) To establish elevation control bench mazks clear of the expected constmction azea 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. Prepazation of structural site plans with necessary geometric design data for structural design purposes and preliminary project cost estimates. 2.2 Client's Serv[ces 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, 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 duecfion 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 Servlcea 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 state 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 posirioning of all appurtenances associated with the constrnction 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 requved for alternative utility relocation as requved 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 prepazation 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 judgment, deems advantageous to the Client. 5. The preparation of appropriate plans showing any lands or interests inland 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 contract 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. 10. The provision of one complete set of tendering documents and one complete set of reproducible drawings for the Project. 11. The prepazation of reinforcing steel bar lists for structures. 12. The subnssion 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 furthering 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, profdes or other topographic information showing or pertaining to existing conditions within 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 tends for the Project. 3. General direction of the Consultant in the provision of the services. 4. Soils, foundation and hydrologcal reports where required, for the proper design of the Project. 5. Any information regarding utilities necessary for the preparation of the plans refernd 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. 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 infomration, drrecNon 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. The extent of the Consultant's duties of general review are as follows: (s) 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 constucton methods or material proposed by the Contractor, and preparation of change orders. 5. Review shop dmwings 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) FYeld Administration 1. Direction of the Consultant's field staff, and review of the Contractor's work to ensure compliance with the plans and specifications. 10 2. Surveying and field stakeout for the layout control points, 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 wnstruction 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 judgment of acceptability of said materials. 5. On-site tests during the construction of the work to verify acceptability according to the specifications. 6. The assigrmtent of the necessary field inspectors to perform such field operations necessary m 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. 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 W 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 Admintstration 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. Aaange 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. 11 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 Plans of Subdivision snd 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.g 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 Plarurirrg disciplines. 2.9 Environmental Assessments The Consultant shall perform duties and prepare reports as required under Provincial Regulation of the Environmental Assessment Act. ARTICLE 3 -FEES AND DISBURSEMENTS 3.1 Definitions For the purpose of this Ageement, 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, a[ the Client's premises, or elsewhere, and including travel time, shall be chargeable. This also includes, but is not 12 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 chazges, 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 teats. 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. 13 IN WITNESS WHEREOF the parties hereto have caused to be executed these presents by their officers properly authorized in that behalf on the day and yeaz first above written. CONSULTANT: AECOM CANADA LIMITED Per: Name: Office: Per: Name: Office: I/We Lave the authority to bind the Corporation. CLIENT: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Jim Abernethy, Mayor Patti L. Barrie, Municipal Clerk We Lave the authority to bind the Corporation. ATTACHMENT NO.: 2 REPORT NO.: EGD-041-08 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NO. 2008-XXX being a by-law to authorize the Mayor and the Municipal Clerk on behalf of the Municipality of Clarington to execute an Agreement for Professional Consulting Services between the Municipality of Clarington and Aecom Canada Limited WHEREAS at its meeting on October 14th, 2008, Council of the Municipality of Clarington received and approved Report EGD-041-08 entitled `TSH merger with Aecom Canada -Amendments to Agreement for Professional Consulting Services with TSH and related amendments to the Purchasing By-law"; NOW THEREFORE BE IT RESOLVED THAT the Council of The Corporation of the Municipality of Clarington enacts as follows: 1. THAT the Mayor and Municipal Clerk on behalf of the Municipality of Clarington are authorized to execute an Agreement for Professional Consulting Services between the Municipality of Clarington and Aecom Canada Limited in the form and with the content of the Agreement contained in Attachment 1 to Report EGD- 041-08. By-law read a first and second time this 14"' day of October, 2008. By-law read a third time and finally passed this 14"' day of October, 2008. Jim Abernethy, Mayor Patti L. Barrie, Municipal Clerk ATTACHMENT NO. 3 REPORT NO.: EGD•041-OS THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NO. 2008-XXX being a by-law to amend the Purchasing By-law 2006-127 WHEREAS at its meeting on October 14, 2008, Council of the Municipality of Clarington received and approved Repor[ EGD-041-08 entitled 'TSH merger with Aecom Canada - Amendments to Agreement for Professional Consulting Services with TSH and related amendments to the Purchasing By-IavJ'; NOW THEREFORE BE IT RESOLVED THAT the Council of The Corporation of the Municipality of Clarington enacts as follows: 1. THAT Section 1 of the Purchasing By-law 2006-127 be deleted and replaced with the following: "Aecom Canada Agreement -means the Agreement for Professional Consulting Services between the Corporation and Aecom Canada Limited dated September 29, 2008:' 2. THAT Section 28 of the Purchasing By-law 2006-127 be amended by deleting "TSH Agreement" from its heading and text and replacing these references with "Aecom Canada Agreement" wherever the tens 'TSH Agreement" appears. By-law read a first and second time this 14"' day of October, 2008. By-law read a third time and finally passed this 14"' day of October, 2008. Jim Abernethy, Mayor Patti L. Barrie Municipal Clerk