Loading...
HomeMy WebLinkAbout19 093 Phase I - Heritage Conservation District Study (Stantec Consulting Ltd.) Request for Proposal By-lawTHE CORPORATION OF THE MUNICIPALITY OF KINCARDINE K B T • '�xriy�unoFKma�`' � • • 0 BY-LAW NO. 2019 - 093 BEING A BY-LAW TO ACCEPT A REQUEST FOR PROPOSAL FOR THE PHASE I — HERITAGE CONSERVATION DISTRICT STUDY (Stantec Consulting Ltd.) WHEREAS the Municipal Act, 2001, S.O. 2001, c. 25, as amended, Section 8 (1) and 9 provides that the powers of a municipality under this or any other Act shall be interpreted broadly so as to confer broad authority on the municipality to enable the municipality to govern its affairs as it considers appropriate and to enhance the municipality's ability to respond to municipal issues and a municipality has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS the Council of The Corporation of the Municipality of Kincardine issued a request for proposal for the provision of services related to Phase I — Heritage Conservation District Study; NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine ENACTS as follows: That the request for proposal of Stantec Consulting Ltd. for Phase I — Heritage Conservation District Study in the amount of $40,507.60 including non- refundable portion of HST be hereby accepted. 2. That the Mayor and Chief Administrative Officer be authorized and directed to execute, on behalf of the Council of The Corporation of the Municipality of Kincardine, any contracts and other documents required to authorize such work to commence. 3. This by-law shall come into full force and effect upon its final passage. 4. This by-law may be cited as the "Phase I — Heritage Conservation District Study (Stantec Consulting Ltd.) Request for Proposal By-law". READ a FIRST and SECOND TIME this 8th day of July, 2019. READ a THIRD TIME and FINALLY PASSED this 8th day of July, 2019. Mayor � 0". � Clerk 4 Stantec PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into effective August 9, 2019 (the "Agreement Date") by and between: "Client" Name: Municipality of Kincordine Address: 1475 Concession 5, Kincardine, ON N21 2X6 Phone: 519-396-3468 x7112 Representative: Ms. Donna MacDougall, Clerk Email: dmacdougallQkincardine.co "Stantec" Name: Stantec Consulting Ltd. Address: 600 - 171 Queens Avenue, London, ON N6A 5J7 Phone: 519-645-3350 Representative: Meaghan Rivard, Senior Heritage Consultant Email: meaghan.rivard@stantec.com Project Name the "Project"): Phase 1 - Heritage Conservation District Study, Kincardine, ON DESCRIPTION OF WORK: Stantec shall render the services described in Attachment "A" (hereinafter called the "Services") in accordance with this Agreement. Stantec may, at its discretion and at any stage, engage subconsultants to perform all or any port of the Services. The Client and Stantec by written amendment to this Agreement may from time to time make changes to the Services. All changed work shall be corned out under this Agreement. The time for completion of the Services shall be adjusted accordingly. DESCRIPTION OF CLIENT: The Client confirms and agrees that the Client has authority to enter into this Agreement on its own behalf and on behalf of all parties related to the Client who may have an interest in the Project. COMPENSATION. Charges for the Services rendered will be made in accordance with the Contract Price indicated in Attachment "A", or, if no Contract Price is indicated, in accordance with Stantec's Schedule of Fees and Disbursements in effect from time to time as the Services are rendered. Invoices shall be paid by the Client in the currency of the jurisdiction in which the Services are provided without deduction or setoff upon receipt. Failure to make any payment when due is a material breach of this Agreement and will entitle Stantec, at its option, to suspend or terminate this Agreement and the provision of the Services. Interest will accrue on accounts overdue by 30 days at the lesser of 1.5 percent per month { 18 percent per annum) or the maximum legal rate of interest. REPRESENTATIVES: Each party shall designate in the space provided above a representative who is authorized to act on behalf of that party and receive notices under this Agreement. Such representatives have complete authority to act on behalf of their principals in respect to all matters arising under this Agreement. NOTICES: All notices, consents, and approvals required to be given hereunder shall be in writing and shall be given to the representatives of each party. All notices required by this Agreement to be given by either party shall be deemed to be properly given and received within two (2} business days if made in writing to the other party by certified moil or email, addressed to the regular business address of such party as identified above. CLIENT'S RESPONSIBILITIES: The Client shall provide to Stantec in writing, the Client's total requirements in connection with the Project, including the Project budget and time constraints. The Client shall make available to Stantec all relevant information or data pertinent to the Project which is required by Stantec to perform the Services. Stantec shall be entitled to rely upon the accuracy and completeness of all information and data furnished by the Client, including information and data originating with other consultants employed by the Client whether such consultants are engaged at the request of Stantec or otherwise. Where such information or data originates either with the Client or its consultants then Stantec shall not be responsible to the Client for the consequences of any error or omission contained therein, When required by Stantec, the Client shall engage specialist consultants directly to perform items of work necessary to enable Stantec to carry out the Services. Whether arranged by the Client or Stantec, these services shall be deemed to be provided under direct contracts to the Client unless expressly provided otherwise. The Client shall give prompt consideration to all documentation related to the Project prepared by Stantec and whenever prompt action is necessary shall inform Stantec of Client's decisions in such reasonable time so as not to delay the schedule for providing the Services. When applicable, the Client shall arrange and make provision for Stantec's entry to the Project site as well as other public and private property as necessary for Stantec to perform the Services. The Client shall obtain any required approvals, 2019-G6-06_Munic1po1ity of Kincordine_Phase I - Heritage Conservation pistrict Study Stantec PROFESSIONAL SERVICES AGREEMENT Page 2 licences and permits from governmental or other authorities having jurisdiction over the Project so as not to delay Stantec in the performance of the Services. STANTEC'S RESPONSIBILITIES: Stantec shall furnish the necessary qualified personnel to provide the Services. Stantec represents that it has access to the experience and capability necessary to and agrees to perform the Services with the reasonable skill and diligence required by customarily accepted professional practices and procedures normally provided in the performance of the Services at the time when and the location in which the Services were performed. This undertaking does not imply or guarantee a perfect Project and in the event of failure or partial failure of the product or the Services, Staniec will be liable only for its failure to exercise diligence, reasonable care and professional skill. This standard of care is the sole and exclusive standard of care that will be applied to measure Stantec's performance. There are no other representations or warranties expressed or implied made by Staniec, In particular, but not by way of limitation, no implied warranty of merchantability or fitness for a particular purpose shall apply to the Services provided by Stantec nor shall Stantec warrant or guarantee economic, market or financial conditions, proforma projections, schedules for public agency approvals, or other factors beyond Stantec's reasonable control. Stantec does not warrant the Services to any third party and the Client shall indemnify and hold harmless Stantec from any demands, claims, suits or actions of third parties arising out of Stantec's performance of the Services. In performing the Services under this Agreement, Stantec shall operate as and have the status of an independent contractor and shall not act as, or be an employee of the Client. TERMINATION: Either party may terminate this Agreement without cause upon thirty {30) days' notice in writing. If either party breaches this Agreement, the non -defaulting party may terminate this Agreement after giving seven (7) days' notice to remedy the breach. On termination of this Agreement, the Client shall forthwith pay Stantec for the Services performed to the date of termination. Non-payment by the Client of Stantec's invoices within 30 days of Siantec rendering some is agreed to constitute a material breach of this Agreement and, upon written notice as prescribed above, the duties, obligations and responsibilities of Stantec are terminated. SUSPENSION OF SERVICES: If the project is suspended by the Client for more than thirty (30) calendar days in the aggregate, Stantec shall be compensated for services performed and charges incurred prior to receipt of notice to suspend and, upon resumption, an equitable adjustment in fees to accommodate the resulting demobilization and remobilizotion costs. In addition, there shall be on equitable adjustment in the project schedule based on the delay caused by the suspension. If the Project is suspended by the Client for more than ninety (90) days, Siantec may, at its option, terminate this agreement upon giving notice in writing to the Client. ENVIRONMENTAL: Except as specifically described in this Agreement, Stantec's field investigation, laboratory testing and engineering recommendations will not address or evaluate pollution of soil or pollution of groundwater. BUILDING CODES, BYLAWS AND OTHER PUBLIC REGULATIONS: Stantec shall, to the best of its ability, inierpret building codes, by-laws and other public regulations as they apply to the Project and as they ore published at the time Services commence. Furthermore, Stantec shall observe and comply with all applicable laws, ordinances, codes and regulations of government agencies, including federal, state, provincial, municipal and local governing bodies having jurisdiction over the conduct of the Services ("LAWS"). However, it is expressly acknowledged and agreed by the Client that as the Project progresses such building codes, by-laws, other public regulations and LAWS may change or the interpretation of any public authority may differ from the interpretation of Stantec, through no fault of Stantec, and any extra costs necessary to conform to such changes or interpretations during or after execution of the Services will be paid by the Client. Stantec shall continue to provide equal employment opportunity to all qualified persons and to recruit, hire, train, promote and compensate persons in all jobs without regard to race, color, religion, sex, age, disability or notional origin or any other basis prohibited by applicable taws. INDEMNITY; The Clieni releases Stantec from any liability and agrees to defend, indemnify and hold Stantec harmless from any and all claims, damages, losses, and/or expenses, direct and indirect, or consequential damages, including but not limited to attorney's fees and charges and court and arbitration costs, arising out of, or claimed to arise out of, the performance of the Services, excepting liability arising from the negligence or willful misconduct of Stantec. LIMITATION OF LIABILITY: It is agreed that the total amount of all claims (including any and all costs associated with such claims such as attorney and expert fees and interest) the Client may have against Stantec under this Agreement or arising from the performance or non-performance of the Services under any theory of law, including but not limited to claims for negligence, negligent misrepresentation and breach of contract, shall be strictly limited to the lesser of the fees paid to Staniec for the Services or $500,000. No claim may be brought against Stantec in contract or tort more than two (2) years after the cause of action arose. As the Client's sole and exclusive remedy under this Agreement any claim, demand or suit shall be directed and/or asserted only against Stantec and not against any of Stantec's employees, officers or directors. Stantec's liability with respect to any claims arising out of this Agreement shall be absolutely Fimited to direct damages arising out of the Services and Stantec shall bear no liability whatsoever for any consequential loss, injury or damage incurred by the Client, including but not limited to claims for loss of use, loss of profits and loss of markets. 2019-08-06_ Municipality or Kincardine_Phase I - Heritage Commotion District Study Stantec PROFESSIONAL SERVICES AGREEMENT Page 3 Liability of Stantec shall be further limited to such sum as it would be just and equitable for Stantec to pay having regard to the extent of its responsibility for the loss or damage suffered and on the assumptions that all other consultants and all contractors and sub-controctors shall have provided contractual undertakings on terms no less onerous than those set out in this Agreement fo the Client in respect of the carrying out of their obligations and have paid to the Client such proportion of the loss and damage which it would be just and equitable for them to pay having regard to the extent of their responsibility. DOCUMENTS: All documents prepared by Stantec or on behalf of Sfantec in connection with the Project are instruments of service for the execution of the Project. Stantec retains the property and copyright in these documents, whether the Project is executed or not. Payment to Stantec of the compensation prescribed in this Agreement shall be a condition precedent to the Client's right to use documentation prepared by Stantec. These documents may not be used for any other purpose without the prior written agreement of Stantec. The Client shall have a permanent non-exclusive, royalty -free licence to use any concept, product or process which is patentable or capable of trademark, produced by or resulting from the Services rendered by Stantec in connection with the Project, for the life of the Project. The Client shall not use, infringe upon or appropriate such concepts, products or processes without the express written agreement of Stantec. In the event Stantec's documents are subsequently reused or modified in any material respect without the prior consent of Stantec, the Client agrees to indemnify Stantec from any claims advanced on account of sold reuse or modification. Any document produced by Stantec in relation to the Services is intended for the sole use of Client. The documents may not be relied upon by any other party without the express written consent of Stantec, which may be withheld of Stantec's discretion. Any such consent will provide no greater rights to the third party than those held by fhe Client under the contract, and will only be authorized pursuant to the conditions of Stantec's standard form reliance letter. Stantec cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic format ("Electronic Files"). Client shall release, indemnify and hold Stantec, its officers, employees, consultants and agents harmless from any claims or damages arising from the use of Electronic Files. Electronic files will not contain stamps or seals, remain the property of Stantec, are not to be used for any purpose other than that for which they were transmitted, and are not to be retransmitted to a third party without Stantec's written consent. PROJECT PROMOTION: Where the Client has control or influence over construction signage, press releases and/or other promotional information identifying the project ("Project Promotion"), the Client agrees to include Stantec in such Project Promotion. FORCE MAJEURE: Any default in the performance of this Agreement caused by any of the following events and without fault or negligence on the part of the defaulting party Shall not constitute a breach of contract: labor strikes, riots, war, acts of governmental authorities, unusually severe weather conditions or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party. Nothing herein relieves the Client of its obligation to pay Stantec for services rendered. GOVERNING LAW: This Agreement shall be governed, construed and enforced in accordance with the laws of the jurisdiction in which the majority of the Services are performed. DISPUTE RESOLUTION: If requested in writing by either the Client or Stantec, the Client and Stantec shall attempt to resolve any dispute between them arising out of or in connection with this Agreement by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the parties. The Parties agree that any actions under this Agreement will be brought in the appropriate court in the jurisdiction of Governing Law, or elsewhere by mutual agreement. Nothing herein however prevents Stantec from any exercising statutory lien rights or remedies in accordance with legislation where the project site is located. ATTORNEYS FEES: In the event of a dispute hereunder, the prevailing party is entitled to recover from the other party all costs incurred by the prevailing party in enforcing this Agreement and prosecuting the dispute, including reasonable attorney's and expert's fees, whether incurred through formal legal proceedings or otherwise. ASSIGNMENT AND SUCCESSORS: The Client shall not, without the prior written consent of Stantec, assign the benefit or in any way transfer the obligations of this Agreement or any pari hereof. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and except as ofhwwise provided herein, upon their executors, administrators, successors, and assigns. PROTECTION OF PRIVACY LAWS: The parties acknowledge that information relating to an identified or identifiable person ("Personal Information") may be exchanged in the course of this Project pursuant to this Agreement. The party disclosing Personal Information (the "Disclosing Party"( warrants that it has all necessary authorizations and approvals required to process and disclose the Personal Information and to enable the party receiving the Personal Information (the "Receiving Party") to process it in performing the Services. The Disclosing Party will provide the Receiving Party with w0fen notice containing the details of what Personal Information will be provided. The Receiving Party will comply with any reasonable instruction from the Disclosing Party in respect of such Personal Information and implement appropriate technical and organization measures to protect the Personal information against unauthorized or unlawful processing and accidental loss, theft, use, disclosure, destruction and/or damage. 2019-08-06_Minicipality of Kincardine -Phase I - Heritage Conservation District Study /,It\ �J Stantec PROFESSIONAL SERVICES AGREEMENT Page 4 The Receiving Party shall be permitted, upon prior written consent of the Disclosing Party, to transfer Personal Information outside the jurisdiction if required for performance of the Services provided that such transfers are in accordance with relevant and applicable requirements under applicable legisiation. The Receiving Party shall provide the Disclosing Party with full cooperation and assistance in meeting its obligations under applicable privacy legislation, including in relation to the security of processing, the notification of Personal tnformaFon breaches, the notification of requests from individuals and Personal Information protection impact assessments. On termination of this Agreement, the Receiving Party shall cease processing Personal Information and shall delete and destruct or return to the Disclosing Party (as the Disclosing Party may require) all Personal Information held or processed by the Receiving Party on the Disclosing Party's behalf, It is understood however, that the Receiving Party may need to keep a copy of all Personal Information for legal purposes and therefore it will continue to take reasonable steps to protect the Personal Information as outlined herein and wilt proceed with the destruction of the Personal Information within a reasonable period of time if there is no longer any legal justification to keep the Personal information. Nothing herein relieves either party from their responsibilities for compliance with applicable privacy legislation. ENTIRE AGREEMENT: This Agreement constitutes the sole and entire agreement between the Client and Stantec relating to the Project and supersedes all prior agreements between them, whether written or oral respecting the subject matter hereof and no other terms, conditions or warranties, whether express or implied, shall form a part hereof. This Agreement may be amended only by written instrument signed by both the Client and Stantec. All attachments referred to in this Agreement are incorporated herein by this reference; however, in the event of any conflict between attachments and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall take precedence. SEVERABILITY: If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be binding on the Client and Stantec. CONTRA PROFERENTEM: The parties agree that in the event this Agreement is subject to interpretation or construction by a third party, such third party shall not construe this Agreement or any part of it against either party as the drafter of this Agreement. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS LIMITATION OF LIABILITY PROVISIONS RESTRICTING RIGHTS FOR THE RECOVERY Of DAMAGES. The Parties, intending to be legally bound, hove made, accepted and executed this Agreement as of the Agreement Date noted above. Municipality of Kincardine Stantec Consulting Ltd, Tracie Carmichael, Managing Principal, Environmental Services Kinf Name and Title Print Name and title Signature Signature le C,e 4"w �Iln , CAQ 5isn"i— I 2019-08-06-Murucipalily of Kincardine-Phose I - Henkoge Conservation Oislric.t Sf-,jd/ (3 Stantec Attached to and forming part of the Agreement BETWEEN: EFFECTIVE: August 9, 2019 PROFESSIONAL SERVICES AGREEMENT Municipality of Kincardine (hereinafter called the "Client") - and - Stantec Consulting Ltd. (hereinafter called "Stantec") ATTACHMENT "A" This Attachment details the Services, Contract Time, Contract Price, Additional Conditions and Additional Attachments forming part of the above described Agreement. SERVICES: Stantec shall perform the following Services: Phase I - Heritage Conservation District Study, Kincardine, ON (hereinafter called the "Services") CONTRACT TIME: Commencement Date: July 9, 2019 Estimated Completion Date: December 31, 2019 CONTRACT PRICE: Subject to the terms below, Client will compensate Stantec as follows: $44,982 [upset limit, inclusive of fees, expenses and tax] as indicated in Stantec's RFP 2019-06-12 Professional Services Proposal (submission in two parts -technical and financial), dated June 28, 2019. A four percent (4%) flat rate disbursement (FRD) recovery charge will be applied to the Stantec fees to cover miscellaneous project expenses, internal incidental printing, copying and plots, film, CDs and report materials; communications expenses (e.g., faxes, office and mobile phones, blackberries, pagers, and other devices); office expenses (e.g., postage, couriers, equipment, common software and other supplies); staff local rn]eoge/kilomotroge; and archive maintenance. As this is a FRD, no supporting document will be provided with invoices. Project specific charges, such as subconsultants; travel, accommodations and meals; project -specific printing of deliverables; consumables; usage charges for specialized field equipment and company-owned, leased or rented project vehicles; external testing lab charges and other external services charges; specialized computer software costs; and other significant project -specific expenses will be invoiced in addition to labor fees and to the FRD. Where not stated as being included in the fees, project specific subconsultant, contractor, lab and other similar third party charges will be charged as invoiced to Stantec with a ten percent (10%) markup. Unless otherwise noted, the fees in this agreement do not include any value added, sales, or other taxes that moy be applied by Government on fees for services. Such taxes will be added to all invoices as required. Where the Services or services conditions change, Stantec shall submit to the Client in a timely manner, documentation of the revisions to Attachment "A" adjusting the Contract Services Time and Price as required. Unless otherwise specified, charges for Services are based on Stantec's houfly billing rate table ("Rate Table"), attached hereto. The Rate Table is subject to escalation from fime to time. At a minimum, effective each January 1 during the term of this Agreement, Stantec's charges for Services shall escalate by either {a) the most current Consumer Price Index year over year V:\01609\cctive\t 60940659\project_management\contract_review\2(}19-05-09_Municipality or Kincardine_Phose I - Herifoge Conservation District Study,docx ® Stantec PROFESSIONAL SERVICES AGREEMENT ATTACHMENT "A" Page 2 percentage increase, not seasonally adjusted, for the preceding July, all items, as published by Statistics Canada (for Projects in Canada) plus 1.0%, or (b} the most current Consumer Price Index for All Urban Consumers (CPI -U) year over year percentage increase, not seasonally adjusted, for the preceding July, as published by the U.S. Bureau of Labor Statistics plus 1.0% (for all other projects). ADDITIONAL The following additional conditions shall be read in conjunction with and constitute part of this CONDITIONS: Agreement: No additional conditions. ADDITIONAL The following additional attachments shall be read in conjunction with and constitute part of this ATTACHMENTS: Agreement: Rate Toble Stantec shall obtain where possible insurance as described in the Certificate of Insurance attached hereto. INSURANCE Before any services are provided under this agreement, Siantec shall procure, and maintain REQUIREMENTS: insurance coverage during the term of this agreement. 201 of of rincardine_Phase I - ventage Conservalian District Study June 28, 2019 Stantec Consulting Ltd. 600-171 Queens Avenue, London ON N6A 5J7 Attention: Donna MacDougall, Cleric Municipally of Kincordine 1475 Concession 5 Kincardine, ON N2Z 2X6 Reference: Municipality of Kincardine, Request for Proposal, Phase I - Heritage Conservation District Study - Quotation for Services Our fee estimate was prepared on the basis of our experience with similar projects and our understanding of the Municipality of Kincardine's specific requirements for this assignment. Our total fee estimate is $44,982, including disbursements and HST. A breakdown of our estimated cost is provided by task below. Description Fees Disbursements Total Review of Existing Information $1,704 $68 $1,772 Historical Context $2,250 $90 $2,340 Land Use and Policy Context $2,070 $83 $2,153 Planning Context $2,070 $83 $2,153 Inventory $6,416 $532 $6,948 Evaluation of CHVI $3,820 $153 $3,973 Recommendations $2,152 $86 $2,238 Report Preparation $7,262 $290 $7,552 Public Outreach, Engagement and Meetings $8,432 $337 $8,769 Project Management $1,836 $73 $1,909 TOTAL $38,012 $1,795 $39,807 HST $5,175 Total $44,982 For additional consultation related tasks not considered in our proposal, our consultants will be billed at our hourly rates. For the purposes of this assignment, our Project Manager rate is $142 and our Community Engagement Specialist rate is $137. A" June 28, 2019 Donna MacDougall, Clerk Page 2 of 2 Reference: Municipality of Kincardine, Request for Proposal, Phase I - Heritage Conservation District Study - Quotation for Services Fees for professional services on this assignment will be invoiced bi-monthly on a time and materials basis to the estimated upset limit outlined herein. This includes a flat rate disbursement of 4% on lobour costs and a 10% morkup for all other disbursement costs (exclusively related to project travel for this assignment). Should you require any information regarding the enclosed, please contact the undersigned. Regards, STANTEC CONSULTING LTD. Meaghan Rivard, MA, CAHP Senior Heritage Consultant Phone: (519) 645-3350 Fax: (519) 645-6575 Meaghon.Rivard@stantec.com cie Carmichael, BA, B.Ed. Managing Principal, Environmental Services Phone: (519) 675-6603 Fax: 519 645-6575 Tracie.Cormichael@stantec.com wm\\cdi217-f01\61669\active\160940659\project_manogement\proposal\submission\final\let cover financials.doC�c