HomeMy WebLinkAboutKIN 92 009 Ernst/Young Compensa
THE CORPORATION OF THE TOWN OF KINCARDINE
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BY-LAW
BY-LAW NO. 1992-09
A BY-LAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT WITH ERNST &
YOUNG FOR THE PROVISION OF PROFESSIONAL SERVICES IN CONNECTION
WITH A COMPENSATION AND SENIOR MANAGEMENT STUDY.
WHEREAS the Council for The Corporation of the Town of
Kincardine deems it advisable to enter into an Agreement with
Ernst & Young to furnish professional services in connection
with a compensation and senior management study;
NOW THEREFORE the Council for The corporation of the Town
of Kincardine ENACTS as follows:
1. That The Corporation of the Town of Kincardine enter into
an agreement with Ernst & Young to provide professional
services in connection with a compensation study and a
senior management study.
2. That the mayor and clerk be authorized to sign, on behalf
of The Corporation of the Town of Kincardine, the
agreement with Ernst & Young, which is attached to this
by-law and to affix the Town's corporate seal as and when
required.
3. This by-law shall come into full force and effect upon
its final passage.
4. This by-law may be cited as the "Ernst & Young Consultant
Services Agreement By-law".
READ a FIRST and SECOND time this 16th day of January, 1992.
READ a THIRD time and FINALLY PASSED this 6th day of February,
1992.
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This AGREEMENT made this 6th day of February, 1992.
BETWEEN:
THE CORPORATION OF THE TOWN OF KINCARDINE
hereinafter called the "Town"
of the First Part,
-and-
ERNST & YOUNG
hereinafter called the "COnsultant"
of the Second Part.
WHEREAS The Town wishes the Consultant to furnish
professional services in connection with a compensation and
senior management study (hereinafter called the "Project";
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in considera-
tion of the premises and mutual promises and covenants
hereinafter contained, the parties agree as follows:
1.0 GENERAL CONDITIONS
1. 01 Retainer
The Town 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 direction and control of the Town.
In this agreement
professionals and
Town directly and
agreement.
1. 02 Services
the word Consultant shall
other specialists engaged by
whose names are party to
mean
the
this
The Services to be provided by the Consultant and by
the Town 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" .
1.03 The Town shall pay the Consultant in accordance with
the provisions of 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 Drawinas and Documents
Subject to Section 3.2 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
Town may be used by the Town, for the Project as
herein described, including "as built" records. The
Town has ownership of the drawings and documents.
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February 6, 1992
Page 2
1.06 Patents
All concepts, products or processes produced by or
requested 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 Town 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 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 or her staff employed for the Project.
(b) The Town may inspect and audit the books,
payrolls, accounts and records of the Consultant
during regular office hours with respect to any item
which the Town is required to pay on a time scale or
disbursements basis as a result of this agreement.
(c) The Consultant, when requested by the Town, shall
provide copies of receipts with respect to any
disbursement for which the Consultant claims payment
under this agreement.
1.08 Chancres and Alterations and Additional services
With the consent of the Consultant, the Town 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 Town necessitates additional staff or
services, the Consultant shall be paid in accordance
with Section 3.1 for such additional staff employed
directly thereon, together with such expenses and
disbursements as allowed under Section 3.2. It is
understood by all parties to this agreement that such
arrangements must be made between the Town and the
Consultant in writing prior to the additional staff or
services being incurred otherwise the Consultant will
have no claim against the Town.
1.09 SUSDension or Termination
The Town may at any time by notice in writing to the
Consultant suspend or terminate the services or any
portiori thereof any 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 or her Services.
In such an event, the Consultant shall be entitled to
payment in accordance with Section 3.1 for any of the
Consultant's staff employed directly thereon together
with such expenses and disbursements allowed under
Section 3.2.
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February 6, 1992
Page 3
1.09 SusDension or Termination (cont'd)
If the Consultant is practising as an individual and
dies before his or her services have been completed,
this agreement shall terminate as of the date of his
death, and the Town 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
Town from and against all claims, actions, losses,
expenses, costs or damages of every nature and kind
whatsoever which the TOwn, its employees, officers or
agents may suffer as a result of the negligence of the
Consultant, his or her employees, officers or agents
in the performance of this agreement.
1.11 Insurance
(a) Comprehensive General Liability and Automobile
Insurance
The Consultant's insurance coverage shall be a minimum
of $2,000,000.00 for general liability and
$2,000,000.00 for automobile insurance. When
requested, the consultant shall provide the Town with
proof of comprehensive general liability and
automobile insurance (inclusive limits) for both owned
and non-owned vehicles.
(b) Professional Liability Insurance
The Consultant's insurance coverage shall be a minimum
of $2,000,000.00 for professional liability. When
requested the Consultant shall provide the Town proof
of professional liability insurance carried by the
Consultant.
(c) Change in Coverage
If the Town 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 Town's expense as a disbursement
allowed under Section 3.2.4.
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 cancelations
has been personally delivered to the Town.
1.12 Contractinc fo; Construction
Neither the
corporation
subsidiary to
construction of
either directly
the Project.
Consultant nor any person, firm or
associated or affiliated with or
the Consultant shall tender for the
the Project, or have an interest-
or indirectly in the construction of
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February 6, 1992
Page 4
1.13 Assianment
Neither party may assign this agreement without the
prior consent in writing of the other.
1.14 Previous Aareements
This agreement
arrangements or
whether written
incidental to the
supersedes all
understandings
or oral in
Project.
previous agreements,
between the parties
connection with or
1.15 ADproval 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 Town, such applications for
approval or review shall be the responsibility of the
consultant, but shall be submitted through the offices
of the Town and, unless authorized by the Town in
writing, such application 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 princiDals 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 SDecialized Services
The Consultant may engage others for specialized
services, provided that prior approval is obtained in
writing, from the Town and may add a mark-up of not
more than 5% of the cost of such service to cover
office administration costs when claiming
reimbursement from the Town.
1.18 InsDection
The Town, or persons authorized by the Town, shall
have the right, at all reasonable times, to inspect or
otherwise review the Services performed, under the
project and the premises where they are being
performed.
1.19 Publication
The Consultant agrees to obtain the
of the Town before pUblishing
information regarding the Project.
1.20 Confidential Data
consent in writing
or issuing any
The Consultant shall not divulge any confidential
information communicated to or acquired by him, or
disclosed by the Town 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 Town.
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February 6, 1992
Page 5
1. 21 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 Project
or in the business or other affairs of either the Town
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.
1990, Chapter A.24, as amended, shall apply.
1.22 ~
The Consultant shall perform the Services
expeditiously to meet the requirements of the Town and
~hall complete any portion or portions of the Services
~n such order as the Town may require and the Town
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 Town 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 Bstimate of Fees, Schedule of
Progress and Staff List
When requested by the Town, the Consultant shall,
within fourteen days of the execution of this
agreement, provide for the approval of the Town:
(a) An estimate of the total fees to be paid fo~ the
Services unless such fee has been has been included as
a lump sum in the Consultant's proposal for this
project.
(b) 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.
(c) 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 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 Town.
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February 6, 1992
Page 6
1.23 continued...
1.23.2 Subsequent . Changes in the Estimate of Fees,
schedule of Progress and staff List
The Consultant will require prior written approval,
from the Town 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 of progress which
results in a longer period provided in subsection
1.23.1 (b)
( c ) Any
salary
1. 23.1
in the number, classification and
the staff provided under Subsection
change
range of
(c) .
1.23.3 Monthly Reporting of Progress
When requested by the Town, the Consultant· shall
provide the Town with a written report showing the
portion of the services completed in the preceding
month.
1.24 Additional Conditions
The Consultant shall also meet with the Township of
Kincardine in order to determine their thoughts on the
senior management structure as it relates to the
department heads which currently report to joint
boards.
2.0 SERVICES
2.1 Terms of Reference
The terms of reference which were issued by the Town
for this project shall comprise the services to be
provided by this agreement.
2.2 Consultant's ProDOsal
The proposals submitted by the Consultant for this
Project shall also comprise the services to be
provided by this agreement.
2.3 Conflicts between Terms of Reference and ProDosal
In the event there is a conflict between the Terms of
Reference and the Consultant's proposals noted in
Sections 2.1 and 2.2 above, the Town may choose which
terms shall constitute the Services.
3 .0 FEES AND DISBURSEMENTS
3.1 ~
The Consultant agrees to provide the services outlined
in Article 2 of this agreement for a maximum fee of
maximum fee of $18,000.
Any additional fees shall be established in advance of
them being incurred by agreement of both parties and
shall be on a per diem basis as outlined in the
Consultant's proposal.
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February 6, 1992
Page 7
3.2
Disbursements
(a) In addition to the fee, the Consultant shall be
reimbursed at cost for all expenses properly incurred
by him or her in connection with the Project,
including but not limited to: vehicle use charges,
travelling and living expenses, long distance
telephone charges, teletype charges, printing and
reproductions, advertising for tenders, special
delivery and express charges, approved special
consultations, and lega~SUr eys. These expenses
shall not exceed $),606. ~______
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(b) It is understood that the Co ant will supply a
Town with an estimate of these costs for approval and
will not incur any without budget approval and will
not exceed any approved budgets without prior approval
by the Town.
(c) It is understood that, regardless of (a) above,
any disbursement included in the fee quoted by the
consultant in their proposal or in the terms of
reference will be a part of the fee and not a
reimbursable expense.
This Agreement shall enure to the benefit
binding upon the parties hereto and their
successors and assigns.
IN WITNESS WHEREOF the parties hereto have hereunto set
their corporate seals attested by the hands of their duly
authorized officers.
4.0
of and be
respective
SIGNED, SEALED AND DELIVERED
in the presence of
)
) THE CORPORATION OF THE TOWN
) OF KINCARDINE
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