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HomeMy WebLinkAboutBy-law No. 2023-097THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2023-097 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT BETWEEN THE CORPORATION OF THE MUNICIPALITY OF BAYHAM AND ARCADIS PROFESSIONAL SERVICES (CANADA) INC. WHEREAS section 8(1) of the Municipal Act, 2001, S.O. 2001, c. 25, as amended, grants a broad scope of powers to municipalities to govern their affairs as they consider appropriate; AND WHEREAS the Municipality receives third -party planning services from Arcadis Professional Services Inc.; AND WHEREAS a formal agreement is necessary to receive such services; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk be and are hereby authorized to execute the Agreement attached hereto as Schedule "A" and forming part of this by-law between The Corporation of the Municipality of Bayham and Arcadis Professional Services (Canada) Inc. for Planning Services; 2. AND THAT this by-law shall come into full force and effect upon final passing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 21st DAY OF DECEMBER, 2023. CLERK RECEIVE® JAN 18 2OZ4 MUNICIPALITY OF BAYHAM October 31, 2023 Municipality of Bayham 56169 Heritage Line PO Box 160 Straffordville, ON NOJ 1YO PARCADIS Arcadis Professional Services (Canada) Inc. 101-410 Albert Street Waterloo, Ontario N2L 3V3 Phone: 519 585 2255 www.arcadis.com Attention: Mr. Thomas Thayer, MSc, CMO, AOMC, Chief Administrative Officer Dear Mr. Thayer: PROPOSAL FOR PLANNING SERVICES MUNICIPALITY OF BAYHAM Further to our meeting with yourself and Margaret Underhill, we are pleased to provide you (the "Client") with this Agreement for as needed retainer planning services to provide for the day-to-day inquiries and special projects professional advice and services on land use planning matters to the municipality. We thank you for this ongoing opportunity and look forward to continuing to work with you. Arcadis Professional Services (Canada) Inc. ("Arcadis") (previously IBI Group Professional Services (Canada) Inc., ("IBI Group)) is a global team of dedicated and experienced architects, engineers, planners, designers, and technology professionals who share a common desire — to help our clients create liveable, sustainable and advanced urban environments. While Arcadis is a global company, our strength is the integration of this global experience with the local knowledge made possible through our local offices. We service our clients where they are. Our Ontario offices are located in London, Waterloo, Hamilton, Richmond Hill, Toronto, Kingston and Ottawa. Our Understanding Previously, IBI Group (now Arcadis) provided professional planning advice and services on land use planning matters to the municipality related to day-to-day general inquiries as well as for special projects,. At our meeting, it was acknowledged that a formal agreement did not exist and that it was the desire of the municipality for a formal agreement based on the existing arrangement of providing planning services to the municipality. We believe the current approach is working well and we appreciate the efforts of municipal staff. Generally, there are four areas of service identified by the Planning Coordinator/Deputy Clerk (Margaret Underhill) where Arcadis would continue to support the municipality for planning services. Our work would continue to be based on a formal request that typically comes from the Planning Coordinator/Deputy Clerk. The four areas of service are as follows: 1. General Planning Inquiries: • Planning information related to inquiries from a resident, a developer, municipal staff or Council. 2. Planning Act Application Review: • Preparation of Legislated Notices, Information for Statutory Public Meeting, Planning Opinion/Recommendations related to Planning Act Application. ARCADIS PROFESSIONAL SERVICES (CANADA) INC. MUNICIPALITY OF BAYHAM - PLANNING SERVICES - OCTOBER 31. 2023 3. Special Projects: • May include: Consolidation of the Official Plan, Official Plan Review, Consolidation Zoning By - Law, Update of Municipal Forms/Guides related to legislative policy and procedural changes, Subdivision and Site Plan Agreements. 4. Coordination • We would meet with the Planning Coordinator/Deputy Clerk virtually every two weeks to review and coordinate work to ensure we address municipal requirements in a timely manner. Arcadis would continue to provide a dedicated Planner to the municipality together with support from other resources to ensure for the delivery of services. Mr. William Pol would continue to serve as a supporting planning advisor when required. Where necessary, we would provide a Registered Professional Planner (OPPI) as witness to an appeal of a decision to an appeal of a municipal decision to the Ontario land Tribunal. If we were requested by municipal staff to formally partake in OLT appeal proceedings and attend the Hearing to provide professional planning witness to the OLT, this is agreed to be a separate service not covered by the 4 services above. In these cases, a separate work plan and budget for specific OLT services shall be provided so the municipality can acknowledge these services and related costs. Where the municipality deems it required, Arcadis would attend meetings either in -person or virtually to support the planning services. 2. Our Services In support of your project, Arcadis will provide you with the following services and deliverables (collectively, the "Services"): ACTIVITY A PROFESSIONAL PLANNING SERVICES Task Al General Planning Inquiries We would review each request forwarded by the municipality based on provincial, county, and municipal planning policies and provide a written planning response/opinion. Should the municipality deem that a Pre -Submission Consultation Application is required on a specific matter, our review and analysis work would be allocated to this task. Task A2 Planning Act Applications Review Planning Act applications would include: • Official Plan Amendment • Zoning By -Law Amendment • Draft Plan of Subdivision/Draft Plan of Condominium • Consent Application • Minor Variance Application • Other Applications -To be identified (i.e., Part Lot Control Exemption By -Law) Upon receipt of an application, we would assist you to determine if the application submission can be deemed "complete" and in accordance with the prior Pre -submission Application comments to the applicant. We would prepare where required by legislation and applicable the formal Notice(s) for the above noted Planning Act applications. We would review each application forwarded by the municipality based on provincial, county, and municipal planning policies/legislation, provide a written planning opinion and where applicable recommended conditions of approval. We would prepare where required for adoption the draft Official Plan Amendment. We would prepare where required for approval a draft Zoning By -Law Amendment. ARCADIS PROFESSIONAL SERVICES (CANADA) INC. MUNICIPALITY OF BAYHAM - PLANNING SERVICES - OCTOBER 31, 2023 Upon request by the municipality, we would attend either virtually or in -person Committee/Council Meeting in support of our planning opinion and recommendations.. Task A3 Coordination We would meet with the Planning Coordinator/Deputy Clerk every two weeks virtually to review work completed, identify timelines and requirements for current work and to discuss any issues/concerns with applications. Should additional Coordination Meetings be required they would be scheduled through the Planning Coordinator/ Deputy Clerk. Task A4 Special Projects Upon a request by the municipality, we would prepare a detailed work plan, timelines and budget for the completion of the identified special project that may arise from time to time and prior to initiating the work. We would work with the municipality to identify the resources necessary to undertake the work and a Project Manager to ensure coordination and communication. 3. Your Schedule Our Services will be delivered to you on the following schedule (the "Schedule"): We will continue to provide professional planning services on an "as needed" basis upon receipt of the signed contract. 4. Payment Based on the Schedule and the Services you will pay us on the following basis for the above noted services based on Table 1 — 2024 billable rates which may be adjusted on an annual basis and Table 2 — Budget Type: Table 1 — 2024 Billable Rates Staff 2024 Hourly Rate Senior Planner $160.00 Planner $125.00 _Technician $100.00 Administration $80.00 Table 2 — Budget Type ACTIVITY/TASK I DESCRIPTION T I ESTIMATED FEE (Time and Materials Basis)' ACTIVITY A LAND USE PLANNING SERVICES --- Task Al —-------------- General Planning Inquiries ---------------------- - ----------------- Time and Materials Task A2 Planning Act Application Review ------ Time and Materials Task A3 Coordination Time and Materials Task A4 Special Projects Subject to Scope of Work and Bud�c et _ TOTAL (Excluding Expenses and HST) Time and Materials *As noted in the Tables One and Two above save and except Task A4, all Labour is to be undertaken on a Time and Materials basis given the uncertainty for the time and effort needed to complete the tasks. You agree to pay Arcadis Professional Services (Canada) Inc. on a Time and Materials basis as outlined in the above noted Table One and Two save and except Task A4, plus expenses and applicable taxes. Per standard practice, Arcadis' fees are subject to increase. It is also agreed that Arcadis will on an annual basis, apply an indexed cost of living percentage increase to the staff positions hourly rate noted in Table 1 above and to the car mileage expense charge out rate per kilometre noted below. ARCADIS PROFESSIONAL SERVICES (CANADA) INC. MUNICIPALITY OF BAYHAM — PLANNING SERVICES — OCTOBER 31, 2023 Expenses such as prints, photocopying, delivery charges, airfare, long distance telephone charges, total station, photographs, etc., are to be charged as disbursements in addition to fees. Car mileage expenses are charged out at 68 cents per kilometre for all travels associated with this project. We invoice for payment on a monthly basis. Payment of our invoices is due within twenty-eight (28) days of your receipt of our invoice. 5. Designated Representatives: TATIVE Mr. Christian Tsimenidis, BES Urban Planner Arcadis Professional Services (Canada) Inc 101-410 Albert Street Waterloo ON, N2L 3V3 Phone: 519-585-2255 x 63256 Email: christian.tsimenidis(cDarcadis.com CLIENT DE, ATED REPRESENTATIVE Ms Margaret Underhill Planning Coordinator/Deputy Clerk Municipality of Bayham 56169 Heritage Line PO Box 160 Straffordville, ON NOJ 1YO Phone: 519-886-5521 x222 Email: munderhill(cDbayham.on.ca The other terms relating to this project are set out in our Standard Terms & Conditions, as attached. We look forward to working with you. Yours truly, ARCADIS PROFESSIONAL SERVICES (CANADA) INC Name: Doucil�art, MCIP, RPP Title: Associate Manager —Urban and Regional Plannin Name: Victor Labreche, MCIP RPP Title: Associate Principal Practice Lead, Plannin If this accurately sets out our understanding and is acceptable to you, please indicate your agreement by signing in the space below. Agreed to and accepted effective the date of this Agreement. MUNICIPALITY OF BAYHAM Name: `�(� IGekLha�atwJ Name: Title: Title: IlWe have the authority to bind the Municipality of Bayham. https://ibigroup.sharepoint.com/sites/Projects2/3404/Shared Documents/1.0 Contracts & Proposals/PTP_Bayham_PlanningServices_2023-10-31.docx\2023-12-21\BW 'ARC/aDIS STANDARD TERMS & CONDITIONS 1. CLIENT RESPONSIBILITIES. Client's Designated Representative is authorized to act on its behalf and all direction shall be by or through such designated representative. Client shall examine documents submitted by Arcadis and shall render decisions promptly, to avoid delay in the progress of Services. Client shall furnish Arcadis all existing available information, including reports, studies, testing results, operating records, existing plans, and other data pertinent to the Project, in a timely manner, and Arcadis shall be entitled to rely on it. As applicable, Client shall ensure Arcadis is afforded access to enter upon public and private land as required for the performance of the Services. Client shall instruct the making of applications for any consents or permits or other applicable applications required in connection with the Services and shall pay any charges, fees, expenses and disbursements in respect thereof. 2. STANDARD OF CARE. In the performance of the Services, Arcadis will use that level of care and skill ordinarily exercised by reputable members of Arcadis' profession currently practicing in the same locality under similar conditions. No other representation, guarantee, or warranty, express or implied, is included or intended in this Agreement, or in any communication (written or oral), report, opinion, document, or instrument of service. Client acknowledges and agrees that nothing herein shall be construed as creating a fiduciary duty owed by Arcadis. 3. PAYMENT Arcadis' fees and expenses will be paid in accordance with this Section 3 of the Agreement and Client represents and warrants that any payment to Arcadis hereunder is not contingent upon Client's receipt of monies by any third party. Client will, subject to Arcadis' performance of its obligations under this Agreement, pay Arcadis for the provision of the Services, plus applicable taxes, as set out in the Agreement. Arcadis' unpaid invoices will bear interest calculated monthly at the rate of twelve (12) percent per annum, commencing twenty-eight (28) days after the date that Arcadis submits its invoice Arcadis reserves the right, without penalty, to discontinue Services and or terminate this Agreement in the event of non- payment. Arcadis' fees and expenses are secured upon and run with title to the lands. 4. SUSPENSION OR TERMINATION. Either party may, by notice in writing to the other party, suspend or terminate the Services or any portion thereof at any stage of the project. Upon receipt of such written notice, Arcadis shall perform no further Services other than those reasonably necessary to close out the Services. In the event of a suspension or termination, Arcadis shall be entitled to payment for all work completed, plus reasonable close-out costs. The limitation of liability and indemnity obligations in this Agreement shall survive any suspension or termination of this Agreement. 5. PROBABLE COSTS. Arcadis does not guarantee the accuracy of probable costs for providing Services hereunder. Such probable costs represent only Arcadis' judgment as a professional entity and are supplied only for the general guidance of Client. 6. INDEMNIFICATION: Arcadis shall indemnify and hold harmless Client from and against claims, actions, losses, expenses, costs or damages (the "Claims") which Client, its directors, officers, employees, or agents may suffer, only to the extent Arcadis is legally liable as a result of the negligent acts of Arcadis, its employees, officers or agents in the performance of this Agreement. Client agrees to indemnify and hold harmless Arcadis from and against Claims, which Arcadis, its directors, officers, employees, or agents may suffer 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 negligent acts of Arcadis in the performance of this Agreement. 7. LIMITATION OF LIABILITY. Notwithstanding any other provision of this Agreement, the total liability of Arcadis, its directors, officers, employees and agents for liabilities, Claims, judgments, demands and causes of action arising under or related to this Agreement, whether based in contract or tort, shall be limited to the total compensation actually paid to Arcadis for the Services or $500,000, whichever is less. All claims by Client shall be deemed relinquished unless filed within one (1) year after substantial completion of the Services. No party shall be liable for any consequential, incidental, indirect, special or punitive damages, damages related to loss of profit, loss of use in any way related to this Agreement. 8. INSURANCE. Arcadis will maintain insurance for this Agreement in the following types: 1) workers' compensation insurance at statutorily required levels; 2) general and professional liability insurance; and 3) automobile liability insurance for bodily injury and property damage. 9. RESPONSIBILITY. Arcadis is not responsible for the completion or quality of work that is dependent upon or performed by Client or third parties not under the direct control of Arcadis, nor is Arcadis responsible for their acts or omissions or for any damages resulting therefrom. 1 - ShortFormConsultingServicesAgreement-Version3 Page 1 AARCADIS 10. RELATIONSHIP OF PARTIES. Arcadis will have no authority to contractually bind Client or to assume or create any legal obligation or responsibility, express or implied, on behalf of Client. Nothing in this Agreement will have the effect of creating a partnership, agency or employment relationship between Client and Arcadis or any of Arcadis' directors, officers, partners, agents, employees, affiliates, subconsultants or volunteers. 11. EXCLUSIVE USE. Services provided under this Agreement, including all reports, designs, information or recommendations prepared or issued by Arcadis (the "Instruments"), are for the exclusive use of Client and only for the purpose specified. No other use is authorized under this Agreement. Client will not distribute or convey the Instruments to any person other than those identified in the project description without Arcadis' prior written approval. Client releases Arcadis from liability and agrees to indemnify and hold harmless Arcadis from Claims, arising, in whole or in part, from such unauthorized distribution or any unauthorized use. 12. SUBCONTRACTING AND ASSIGNMENT. Neither party shall assign its interest in this Agreement without the prior written consent of the other. Except for subcontracting to an affiliate, Arcadis shall not subcontract any Services without the prior written consent of the Client. 13. CONFIDENTIAL INFORMATION. Arcadis shall not divulge any specific information identified as confidential, communicated to or acquired, or disclosed by Client in the course of carrying out the Services. No such information shall be used by Arcadis on any other project without the written approval of Client. These obligations of confidentiality shall not apply to information which is in the public domain; which is provided to Arcadis by a third party without obligation of confidentiality; which is independently developed by Arcadis without use of Client's information; or which is required to be disclosed by law or by court order. 14. INTELLECTUAL PROPERTY. Arcadis retains ownership of all right, title and interest (including copyright) in and to the intellectual property it provides through this Agreement. Nothing in these Terms and Conditions constitutes a transfer or conveyance of any right, title or interest in the intellectual property, except the limited license to use it for its intended purpose, which includes the general maintenance and management of the asset or project. 15. SUCCESSORS and ASSIGNS. This Agreement shall be binding upon the parties, their partners, successors, assigns and legal representatives. 16. AMENDMENT. This Agreement may be amended or modified only by written instrument executed by authorized representatives of both Client and Arcadis. 17. SEVERABILITY. If any provision of this Agreement is for any reason held invalid or unenforceable, such provision shall be deemed separate and shall not affect the validity of the remaining provisions of this Agreement. 18. GOVERNING LAW. This Agreement and legal actions concerning its validity, interpretation and performance shall be governed by and interpreted in accordance with the laws of the jurisdiction in which the project is located; and it is further agreed by the parties that any legal action arising under this Agreement will be brought in a court of competent jurisdiction in such jurisdiction. 19. THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall create a contractual relationship with or cause of action in favour of a third party against either Client or Arcadis. The Services under this Agreement are being performed solely for the Client's benefit, and no other party or entity shall have any claim against Arcadis because of this Agreement or the performance or non-performance of Services hereunder. Client and Arcadis agree to require a similar provision in all contracts with contractors, subcontractors, subconsultants, vendors and other entities involved in the project to carry out the intent of this provision. 20. PROMOTIONAL ACTIVITIES. Client approves Arcadis to (i) undertake reasonable promotional activities, (ii) post signage and billboards at project locations, and (iii) brand all deliverables hereunder, in each case related to the provision of the Services by Arcadis under this Agreement. 21. FORCE MAJEURE. In the event either party is unable to perform its obligations under the terms of this Agreement because of causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. 22. ENTIRE AGREEMENT. This Agreement, including attachments incorporated by reference, represents the entire agreement between Arcadis and Client and supersedes all prior negotiations, representations, or agreements, either written or oral. Client agrees that its use of any purchase order or other form to procure Services is solely for administrative purposes and in no event shall Arcadis be bound to any terms and conditions on such form regardless of its signature on or reference to such form. 1 - ShortFormConsulting ServicesAgreement-Version3 Page 2