HomeMy Public PortalAboutBy-Law 2023-100 Tender Award - DelDuca Drive Sanitary Sewer ExtensionThe Corporation of the Town of Tecumseh
By-Law Number 2023-100
Being a by-law to authorize the execution of an Agreement between the
Corporation of the Town of the Town of Tecumseh and Stantec Consulting
Limited for Engineering Services for the Del Duca Drive Sanitary Sewer
Extension
Whereas Stantec Consulting Limited was awarded the tender for the Engineering
Consulting Services, specific to contract administration and inspection services
throughout construction, for the Del Duca Drive Sanitary Sewer Extension Project
(Project).
And whereas The Corporation of the Town of Tecumseh is desirous of entering into an
Agreement with Stantec Consulting Limited on the Project;
And whereas under Section 5 of the Municipal Act 2001, S.O. 2001 c. M. 25 the
powers of a municipality shall be exercised by its Council by by-law.
Now Therefore the Council of The Corporation of The Town of Tecumseh enacts
as follows:
1.That the Mayor and the Clerk be authorized and empowered on behalf of The
Corporation of the Town of Tecumseh, to execute an Agreement between The
Corporation of the Town of Tecumseh and Stantec Consulting Limited dated 26th
day of September 2023, a copy of said Agreement is attached hereto and forms
part of this by-law and further to do such further and other acts which may be
necessary to implement the said Agreement.
Read a first, second, third time and finally passed this 26th day of September, 2023.
Gary McNamara, Mayor
Robert Auger, Clerk
Consulting Agreement
between
The Corporation of the Town of Tecumseh
and
Stantec Consulting Ltd.
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Table of Contents
Article 1 .................................................................................................................................... 4
Definitions ................................................................................................................................ 4
Article 2 .................................................................................................................................... 5
General Conditions.................................................................................................................. 5
2.1 Retainer ........................................................................................................................ 5
2.2 Compensation .............................................................................................................. 5
2.3 Staff and Methods ........................................................................................................ 5
2.4 Drawings and Documents ............................................................................................ 6
2.5 Intellectual Property ...................................................................................................... 6
2.6 Records and Audit ........................................................................................................ 6
2.7 Changes and Alterations and Additional Services ........................................................ 7
2.8 Delays .......................................................................................................................... 7
2.9 Suspension or Termination ........................................................................................... 7
2.10 Indemnification .......................................................................................................... 7
2.11 Insurance .................................................................................................................. 9
2.12 Force Majeure ......................................................................................................... 10
2.13 Contracting for Construction .................................................................................... 10
2.14 Assignment ............................................................................................................. 10
2.15 Previous Agreements .............................................................................................. 10
2.16 Approval by Other Authorities ................................................................................. 10
2.17 Sub-Consultants ...................................................................................................... 11
2.18 Inspection and Compliance with Law ...................................................................... 11
2.19 Publication ............................................................................................................... 11
2.20 Confidential Information .......................................................................................... 11
2.21 Time ........................................................................................................................ 12
2.22 Estimates, Schedules and Staff List ........................................................................ 12
2.22.1 Preparation of Estimate of Fees. Schedule of Progress and Staff List ................. 12
2.22.2 Subsequent Changes in the Estimate of Fees. Schedule of Progress and Staff List
12
2.22.3 Monthly Reporting Of Progress ............................................................................ 13
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Article 3 .................................................................................................................................. 13
Services To Be Provided ....................................................................................................... 13
3.1 Services to be Provided by Consultants ..................................................................... 13
Article 4 .................................................................................................................................. 13
Fees And Disbursements ...................................................................................................... 13
4.1 Basis of Payment for this Agreement ......................................................................... 13
4.1.1 Fees Calculated on a Deliverable Basis .............................................................. 13
4.1.2 Upset Cost Limit ................................................................................................... 13
4.2 Payment ..................................................................................................................... 14
4.2.1 Fees Calculated Monthly ..................................................................................... 14
4.2.3 Invoices Generally ............................................................................................... 14
4.2.4 Terms Of Payment ............................................................................................... 15
Article 5 .................................................................................................................................. 16
Miscellaneous ........................................................................................................................ 16
5.1 Communication........................................................................................................... 16
5.2 Time of Essence ......................................................................................................... 16
5.3 Waiver ........................................................................................................................ 16
5.4 Further Assurances .................................................................................................... 16
5.5 Headings .................................................................................................................... 17
5.6 Successors and Assigns ............................................................................................ 17
5.7 Gender ....................................................................................................................... 17
5.8 Severability ................................................................................................................. 17
5.9 Entire Agreement ........................................................................................................ 17
5.10 Execution in Counterparts .......................................................................................... 17
5.11 Jurisdiction ................................................................................................................. 17
5.12 True Copy ................................................................................................................... 18
5.13 Schedules ................................................................................................................... 18
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day of September 2023. This Agreement made this 26
Between:
The Corporation of the Town of Tecumseh
(hereinafter called the "Municipality" or “Town”)
Of the First Part
-and-
Stantec Consulting Ltd.
(hereinafter called the "Consultant")
Of the Second Part
Recitals:
Whereas the Town intends to retain the consulting services of qualified professionals to
complete the detailed engineering consulting services design, tender package, and
construction services for the Project;
And Whereas the Consultant has completed to date all detail design and tender
specifications, drawing and documents for the Project known as: Delduca Drive Sanitary
Sewer Extension;
And Whereas the Consultant has agreed to provide the Consulting Services in accordance
with the Proposal Submission and subject to the following terms, standards, requirements, and
conditions;
Now Therefore Witnesseth that in consideration of the covenants contained herein, the Town
and the Consultant mutually agree as follows.
Article 1
Definitions
1.1 The following terms and expressions when used in this Agreement and the Schedules
attached hereto and any amendments to this Agreement and such Schedules shall have the
following meanings:
“Additional Services” shall mean those additional services not identified originally in
Proposal Submission but which the parties subsequently agree in writing shall be
provided by the Consultant to the Town.
“Agreement” shall mean this Agreement and any amendment thereto.
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“Business Day” shall mean any day, other than a Saturday, Sunday, or any other day
on which the principal-chartered banks located in the Town are not open for business
during normal banking hours.
“Force Majeure” shall mean the acts beyond the reasonable control of the party and as
described in Article 2.12 of this Agreement.
“Phase” shall mean each separate category of work.
“Project” shall mean the Project as outlined in the Proposal Submission.
“Proposal Submission” shall mean the Consultant’s submission dated
August 29, 2023, which submission is incorporated by reference and made expressly a
part of this Agreement.
“Schedules” shall mean the schedules attached hereto and forming part of this
Agreement.
“Services” shall mean those Services to be delivered or performed by the Consultant
under the agreement, and without limiting the foregoing as more particularly described
in Article 3 and Additional Services as applicable.
Article 2
General Conditions
2.1 Retainer
The Town hereby retains the Consultant in connection with the Project and the Consultant
agrees to provide the Services described in Article 3 (Services to be provided) for the Project
under the general direction and control of the Town.
2.2 Compensation
The Town shall pay the Consultant in accordance with the provisions set forth in Article 4. For
the purposes of this Agreement, the basis of payment shall be as specified in Article 4.2.
2.3 Staff and Methods
The Consultant shall perform the Services under this Agreement with the degree of care, skill,
and diligence normally provided by other members of the engineering and science professions
currently practicing under similar conditions and otherwise in accordance with all applicable
code(s) of ethics, provincial and/or national laws and regulations. The Consultant shall employ
only competent staff who will be under the supervision of a senior member of the Consultant's
staff. The Consultant shall obtain the prior agreement of the Town before making any changes
to the staff list after commencement of the Project.
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2.4 Drawings and Documents
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 herein described, including "as-built" drawings and
the Town has ownership of any such drawings. To the extent called for, the Consultant shall
cooperate, assist, and collaborate with any other Consultant or third party to incorporate these
drawings and documents into any larger or comparable document package applicable to the
overall Project.
2.5 Intellectual Property
All concepts, products, or processes produced by or resulting from the Services rendered by
the Consultant in connection with the Project, or which are otherwise developed or first
reduced to practice by the Consultant in the performance of their 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 or project.
2.6 Records and Audit
a)In order to provide data for the calculation of fees on a time basis, the Consultant
shall keep a detailed record of the hours worked by staff employed for the
Project.
b)The Town may inspect timesheets and record of expenses and disbursements of
the Consultant during regular office hours with respect to any item which the
Town is required to pay on a time scale or disbursement 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.
d)The Consultant shall keep proper and accurate financial accounts and records,
that are made available for review by the Town upon request, such accounts,
and records to include but not be limited to its contracts, invoices, statements,
receipts, vouchers, and all non-financial records in respect of the Project for at
least six (6) years, in addition to all necessary records to substantiate
i)all charges and payments under the Agreement and
ii)that all deliverables were provided in accordance with the Agreement.
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2.7 Changes and Alterations and Additional Services
With the written 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 4.2 for such additional Services and staff employed directly thereon,
together with such expenses and disbursements as otherwise agreed in writing between the
parties.
2.8 Delays
In the event that the start of the project is delayed for one hundred and eighty (180) days or
more for reasons beyond the control of the Consultant, the Consultant shall have the option to
terminate the Agreement, if such option is exercised in writing within thirty (30) days failing
which the timing for, if any, is extended for the period of delay.
2.9 Suspension or Termination
The Town may at any time by notice in writing suspend or terminate the Services or any
portion thereof at any stage of the Project. Upon receipt of such written notice, the Consultant
shall perform no further Services other than those reasonably necessary to close out the
Consultant’s Services. In such an event, the Consultant shall be entitled to payment for the
Services rendered and disbursements incurred by the Consultant to the date of such
suspension/termination and reasonable costs incurred to close out the Consultant’s Services in
the manner and extent otherwise contemplated by section 4.2.
If the Consultant is an individual and should die before their Services have been completed,
this Agreement shall terminate as of the date of their death, and the Town shall pay for the
Services rendered and disbursements incurred by the Consultant to the date of such
termination in the manner and extent otherwise contemplated by section 4.2.
2.10 Indemnification
a)Without limiting the extent of scope of indemnification, each party shall indemnify
the other party, to the extent of the fault or negligence of the indemnifying party,
for damages and costs resulting from:
i.a breach of contractual obligations under the Agreement by the
indemnifying party or anyone for whom that party is responsible; or
ii.negligent or faulty acts or omissions of the indemnifying party or anyone
for whom that party is responsible.
b)The Consultant’s liability for claims which the Town has or may have against the
Consultant or the Consultant’s employees, agents, representatives, and
subconsultants under the Agreement, whether these claims arise in contract, tort,
negligence, or under any other theory of liability, shall be limited, notwithstanding
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any other provision of the Agreement:
i.to claims made by notice in writing within a period of six (6) years after
completion of the Services or within such shorter period as may be
prescribed by any limitation or statute in the jurisdiction in which the
Project is located;
ii.in respect to losses of the type for which insurance is to be provided
pursuant to Section 2.11 below, limited to the insurance proceeds
recovered under the applicable policy of insurance required in the
Agreement, or that which would have been recovered but for the
Consultant’s failure to maintain such insurance, in no event to exceed the
minimum insurance limits of the applicable policies of insurance defined in
this Agreement; and
iii.in respect to losses of the type for which insurance is not required to be
provided in accordance with Section 2.11 below, limited to the total
amount of the Consultant’s fee and reimbursable expenses, or $250,000,
whichever is greater.
c)Notwithstanding the foregoing, the limitation of liability shall not apply to third
parties asserting claims, for bodily injury, sickness, disease (including death), or
destruction of tangible property, against either of the parties.
d)Neither party is liable to the other party in relation to the Agreement, whether due
to breach of contract, tort, negligence, warranty, strict liability or otherwise, for
consequential or indirect loss or damages, including without limitation, loss of
profits, loss of revenue or loss of anticipated business incurred by other party.
e)The obligation of either party to indemnify the other as set forth above shall be
inclusive of interest and all legal costs.
g)The Consultant shall not be liable for the failure of any manufactured product or
any manufactured or factory assembled system of components to perform in
accordance with the manufacturer’s specifications, product literature or written
documentation.
h)Where the Consultant is a corporation or partnership, the Town and other
consultants shall limit any claim they may have to the corporation or partnership,
without liability on the part of any officer, director, member, employee, or agent of
such corporation or partnership.
i)The Consultant is not responsible for the identification, reporting, analysis,
evaluation, presence, handling, removal, or disposal of hazardous substances at
or adjacent to the place of the Services, unless otherwise specified in the
Proposal Submission or for the exposure of persons, property, or the
environment to hazardous substances at or adjacent to the place of the Services.
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j)This indemnification and limitation of liability shall survive the Agreement.
k)The Consultant shall not be liable, in contract nor in tort, for:
i.any changes made by the Town, the contractor, or other third parties to
the Consultant’s design or to the construction documents;
ii.acts, omissions, or errors of other consultants; or
iii.the result of any finding or interpretation with the construction documents
rendered by other consultants in accordance with the construction
documents.
2.11 Insurance
The Consultant shall obtain, maintain, and provide evidence thereof to the Town, appropriate
insurance coverage in respect of the Services as may be more particularly detailed in the
Proposal Submission.
The Consultant, as Named Insured, shall, at their expense obtain and keep in force during the
term of the Agreement, Commercial General Liability Insurance satisfactory to the Town and
underwritten by an insurer licensed to conduct business in the Province of Ontario. The policy
shall provide coverage for Bodily Injury, Property Damage and Personal Injury and shall
include but not be limited to:
a)A limit of liability of $5,000,000 per occurrence.
b)Add The Corporation of the Town of Tecumseh as additional insured with respect
to the operations of the Named Insured.
c)The policy shall contain a provision for cross liability and severability of interest in
respect of the Named Insured.
d)Include insurance against liability for bodily injury and property damage caused
by vehicles owned by the Consultant and used on the work, and in addition, shall
include insurance against liability for bodily injury and property damage caused
by vehicles not owned by the Consultant and used on the work. Each such
insurance shall have a limit of liability of $2,000,000 per occurrence and shall
include contractual non-owned coverage (SEF 96). A “vehicle” shall be as
defined in the Highway Traffic Act.
e)Products and completed operations coverage.
f)Broad Form Property Damage.
g)Contractual Liability.
h)Automobile liability insurance with limits of not less than $2,000,000.00 per
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occurrence.
The Consultant’s insurance shall be primary coverage and not additional to and shall not seek
contribution from any other insurance policies available to the Town.
The Consultant, as Named Insured, shall, at their expense obtain and keep in force during the
term of the Agreement, Professional Liability Insurance satisfactory to the Town and
underwritten by an insurer licensed to conduct business in the Province of Ontario in an
amount of $2,000,000 per claim and in the aggregate.
The Consultant shall provide a Certificate of Insurance evidencing coverage in force prior to
execution of the Contract for this work.
2.12 Force Majeure
Neither party shall be responsible to the other for damages arising directly or indirectly from
any delays due to causes beyond such party’s control. For purposes of this Agreement, such
causes include, but are not limited to, general strikes or other labour disputes (but not including
loss or departure of individual staff); epidemic, quarantine, pandemic (including the COVID-19
pandemic), emergency protection legislation, regulations and orders, severe weather
disruptions or other natural disasters or acts of God; fires; riots, war or other emergencies;
failure of performance by the other party; or discovery of any hazardous substances or
differing site conditions.
2.13 Contracting for Construction
The Consultant or any person, firm or corporation associated or affiliated with or subsidiary to
the Consultant shall not tender for the construction of the Project or have an interest either
directly or indirectly in the construction of the Project.
2.14 Assignment
Neither party may assign this Agreement or any portion thereof without the prior consent in
writing of the other party.
2.15 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
provided that the Schedules attached hereto are incorporated and remain part of this
Agreement.
2.16 Approval by Other Authorities
Unless otherwise provided in this Agreement or stated in the Proposal Submission, where the
work of the Consultant is subject to the approval or review of an authority, department of
government, or agency (herein “an Authority”) other than the Town, such applications for
approval or review shall be the responsibility of and completed by the Consultant. Any such
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application shall be submitted to an Authority through the offices of the Town (when mandated
or if requested by the Town). The Consultant shall be the primary point of contact with the
Authority to monitor the progress and timely processing of such applications until or unless
otherwise directed in writing by the Town. Costs for all application fees shall be borne by the
Town unless otherwise provided for by the Consultant. The foregoing in no way limits the
Consultant’s responsibility to identify, understand and coordinate any and all approvals and
permits required for the Project unless otherwise specified in the Proposal Submission or
agreed to by the Town.
Consultants shall be responsible for applying for and complying with all applicable regulations
and approvals in a reasonable timeframe to secure approval prior to construction. These
include but are not limited to Town of Tecumseh standards, Ministry of the Environment,
Conservation, and Parks, Ministry of Natural Resources and Forestry, Department of Fisheries
and Oceans, the Essex Region Conservation Authority, Environmental Protection Act, Excess
Soil Regulations, etc.
2.17 Sub-Consultants
The Consultant may engage Sub-Consultants for specialized services provided that they are
noted in the Proposal Submission or otherwise prior approval is obtained, in writing, from the
Town.
Sub-Consultants are to be paid as approved by the Town. Consultant shall pay Sub-
Consultant and provide certificate of same to the Town and should the Consultant fail to pay
Sub-Consultant, the Town may withhold funds from the next progress payment an amount
equal to the amount alleged to be outstanding unless the Consultant has held back and paid
into court the amount alleged to be payable to the Sub-Consultant or the Consultant and Town
otherwise agree in writing.
2.18 Inspection and Compliance with Law
The Town, or persons authorized by the Town, shall have the right, at all reasonable times, to
inspect or otherwise review the Services performed, or being performed, under the Project and
the premises where they are being performed.
2.19 Publication
The Consultant agrees to obtain the consent in writing of the Town before publishing or issuing
any information regarding the Project. All communication inquiries received by the proponent
are to be sent directly to the Town for response.
2.20 Confidential Information
The Consultant shall not divulge any specific information identified as confidential,
communicated to, or acquired, or disclosed by the Town in the course of carrying out the
Services provided for herein. These obligations of confidentiality shall not apply to information,
which is in the public domain, which is provided to the Consultant by a third party without
obligation of confidentially, which is independently developed by the Consultant without access
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to the Town's information, or which is required to be disclosed by law or court order. No such
information shall be used by the Consultant on any other project without the approval in writing
of the Town.
2.21 Time
The Consultant shall perform the Services in accordance with the requirements of Article 3 of
this Agreement and the Proposal Submission, if applicable, and shall complete any portion or
portions of the Services in such order as the Town may require.
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 are required in connection therewith, within a reasonable time so as not to
unduly delay the work of the Consultant. Provided, the Consultant shall allow for reasonable
time for such input to be processed having regard to any specific guideline or direction noted
by the Town as to its decision-making process.
2.22 Estimates, Schedules, and Staff List
2.22.1 Preparation of Estimate of Fees. Schedule of Progress and Staff List
All information provided in the Proposal Submission from Consultant is accurate
and correct as it relates to the following.
a)An estimate of the total fees to be paid for the Services.
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 hourly rate ranges for
staff, Principals and Executives, for which the Consultant may seek
payment on a time basis. The Consultant shall relate such information to
the particular type of work that such staff are 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.
2.22.2 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.
b)Any change in the schedule of progress which results in a longer period
than provided for in Subsection 2.22.1 (b).
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c)Any change in the number, classification and hourly rate ranges of the
staff provided under Subsection 2.22.1 (c).
2.22.3 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 and otherwise in accordance with Article 4 below.
Article 3
Services To Be Provided
3.1 Services to be Provided by Consultants
The Consultant shall perform the services those services called for within the Proposal
Submission.
3.2 Services to be Provided by Town
The Town may provide access to the Town’s information and/or database(s) as may be
requested or identified by the Consultant and approved by the Town all in accordance with and
subject to any laws governing the disclosure and use of such information and/or database.
Article 4
Fees And Disbursements
4.1 Basis of Payment for this Agreement
4.1.1 Fees Calculated on a Deliverable Basis
The Town shall pay the Consultant a Fee for the total Services to be provided
under this Agreement up to an Upset Fee Limit amount of $331,855.00
(excluding HST) and as referenced in Article 4.1.2.
4.1.2 Upset Cost Limit
a)Notwithstanding anything else contained in this agreement, the Fee for the
Services shall not exceed the amount of $331,855.00 (excluding HST)
unless and until agreed to in writing by the Town in its sole and absolute
discretion (e.g., to cover Additional Expenses). This limit is termed “the
Upset Cost Limit.”
b)Included in the “Fee” but subject to the limits and payment terms set forth
in article 4, the Consultant shall be reimbursed at cost for all reasonable
expenses properly incurred by them in connection with the Services and
identified in the Proposal Submission, including but not limited to: vehicle
use charges, traveling and living expenses, long distance telephone
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charges, report production costs, photography, special delivery charges,
supplies and equipment, field equipment costs, laboratory costs.
Computer and office charges are considered part of overhead and shall
not be invoiced as disbursements.
c)Notwithstanding Subsections (a) and (b) of this Section, the Town, at its
sole discretion, may limit the amounts paid to the Consultant by the Town
to the percentage equivalent to each Phase of the project complete in the
reasonable opinion of the Town.
d)The Consultant must request and receive the written approval of the Town
before any Additional Services are carried out that are not included in
Article 3 of this Agreement. When approving Additional Services that are
not included in Article 3, the Town, at its sole discretion, may, in writing,
set a limit on the total amount that may be claimed by the Consultant for
the requested Additional Services.
4.2 Payment
4.2.1 Fees Calculated Monthly
The Consultant shall submit an invoice to the Town for all Services completed in
the immediately preceding month.
4.2.3 Invoices Generally
a)Requirements for a proper invoice:
All invoices submitted by the Consultant to the Town under this
Agreement shall contain the following information:
1)The Consultant's name and address;
2)The date of the invoice and the period during which invoiced
Services were supplied;
3)Information identifying the Agreement under which Services were
supplied;
4)A description of the services supplied;
5)The total amount payable for the services supplied, and a
statement that payment is due within 30 days of receipt subject to
reasonable verification;
6)The name, title, telephone number and mailing address of the
person to whom payment is to be sent; and
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7)The following additional information (if any):
i.Undertaking that Sub-Consultants are paid;
ii.Community Employment Benefit (CEB) Assessment as in
the manner set forth in section 11.2 of the RFP together with
any other report deliverable by the
Consultant under the Proposal Submission;
iii.Stage of completion of each Phase of the Services;
iv.Fees payable based on the percentage of work completed
on any Phase less amounts previously accounted for in prior
invoices;
v.HST applicable thereto along with the Consultant’s HST
number;
vi.Detail in respect of the actual time spent by the Consultant’s
employees, materials, equipment;
vii.A summary and details of the actual work of any Sub-
Consultant otherwise consistent with the information noted in
i)to vi) above.
b)Disputed invoices
If the Town intends to dispute any invoice delivered by the Consultant, in
whole or in part, the Town shall within 21 calendar days of receiving the
invoice, deliver to the Consultant a notice of non-payment setting out the
reasons for non-payment and offering to mediate the dispute if not
resolved within a further twenty-one (21) calendar days. Any undisputed
portion of any invoice shall remain payable upon receipt in accordance
with the terms of payment set out below.
4.2.4 Terms Of Payment
All fees, irrespective of their basis, shall be exclusive of HST, and HST will be
added to each invoice. All fees and charges will be payable in Canadian funds
unless noted otherwise. Invoices will be due and payable, within 30 days of, as
presented and without holdbacks, by the Town upon receipt, together with the
additional information called for above.
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Article 5
Miscellaneous
5.1 Communication
Subject to the express provisions of this Agreement, all communications provided for or
permitted hereunder shall be in writing, personally delivered to an officer of the addressee or
sent by registered and receipted mail, charges prepaid, or by facsimile transmission or other
means of recorded telecommunication, charges prepaid, to the applicable address set forth
below or to such other address as either party hereto may from time to time designate to the
other in such manner.
Communications sent to the Municipality/Town shall be addressed to:
917 Lesperance Road, Tecumseh, Ontario N8N 1W9
Communications sent to the Consultant shall be addressed to:
____________________________________________
Any communication so personally delivered shall be deemed to have been validly and
effectively given on the date of such delivery. Communications so sent by registered and
receipted mail shall be deemed to have been validly and effectively given on the Business Day
next following the day on which it is received, as evidenced by the postal receipt.
Communications so sent by facsimile transmission or other means of recorded
telecommunication shall be deemed to have been validly and effectively given on the Business
Day next following the day on which it is sent. Any party may from time to time change his or
its address for service on written notice to the others.
5.2 Time of Essence
Time shall be of the essence of this Agreement and of every part thereof.
5.3 Waiver
No waiver by any part of a breach of any of the covenants, conditions and provisions herein
contained shall be effective or binding upon such party unless the same shall be expressed in
writing and any waiver so expressed shall not limit or affect such party's rights with respect to
any other future breach.
5.4 Further Assurances
Each of the Parties covenants and agrees that he, his heirs, executors, administrators and
assigns will sign such further agreements, assurances, waivers and documents, attend such
meetings, enact such by-laws or pass such resolutions and exercise such votes and influence,
do and perform or cause to be done and performed such further and other acts and things as
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may be necessary or desirable from time to time in order to give full effect to this Agreement
and every part thereof.
5.5 Headings
The headings of the Articles of this Agreement are inserted for convenience only and do not
constitute part of this Agreement.
5.6 Successors and Assigns
The covenants hereunder shall run with the land and this Agreement shall be binding upon and
endure to the benefit of the parties hereto and their respective heirs, executors, administrators,
successors, and assigns.
5.7 Gender
All words and personal pronouns relating thereto shall be read and construed as the number
and gender of the party or parties referred to in each case require and the verb shall be
construed as agreeing with the required word and pronoun.
5.8 Severability
If any covenant or provision contained herein is determined to be in whole or in part, invalid or
unenforceable by reason of any rule of law or public policy, such invalidity or unenforceability
shall not affect the validity or enforceability of any other covenant or provision contained herein
and, in the case of partial invalidity or unenforceability of a covenant or provision, such partial
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of
such covenant or provision, and such invalid or unenforceable covenant or provision or portion
thereof, as the case may be, shall be severable from the remainder of this Agreement.
5.9 Entire Agreement
This Agreement expresses the final agreement among the parties hereto with respect to all
matters herein and no representations, inducements, promises or agreements or otherwise
among the parties not embodied herein shall be of any force and effect. This Agreement shall
not be altered, amended, or qualified except by a memorandum in writing, signed by all the
parties hereto, and any alteration, amendment or qualification thereof shall be null and void
and shall not be binding upon any such party unless made and recorded as aforesaid.
5.10 Execution in Counterparts
This Agreement may be executed in one or more counterparts, each of which when so
executed shall be deemed to be an original and all of which together shall constitute one and
the same instrument.
5.11 Jurisdiction
This Agreement and all other agreements, security, and documents to be delivered in
Page 18 of 18
connection with this agreement shall be governed by and construed in accordance with the
applicable laws of the Province of Ontario and of Canada.
5.12 True Copy
All of the parties hereto acknowledge having received a true copy of this document.
5.13 Schedules
The Schedules, if any, attached hereto form part of this Agreement.
IN WITNESS WHEREOF the Parties hereto have hereunto set their hands and seals as of the
date first noted above.
SIGNED, SEALED AND DELIVERED }
in the presence of }
}
}
}
}
}
}
}
}
}
}
}
}
}
}
}
}
}
}
}
}
The Corporation of the Town of Tecumseh
__________________________
Gary McNamara - Mayor
__________________________
Rob Auger – Director
Legislative Services & Clerk
We have authority to bind.
Stantec Consulting Limited
Per: __________________________
Per: __________________________
I/We have authority to bind.