3970 Schedule A - Legal Agreement - Baldwin Street North - Mount Elgin, "'
THIS AGREEMENT ismadethis21 dayof~'1 , 201 ~
BETWEEN: THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Town")
and
HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF
ONT ARlO, REPRESENTED BY THE MINISTER OF
TRANSPORTATION FOR THE PROVINCE OF ONT ARlO
(the "Ministry")
WHEREAS:
A. The Ministry is the owner and road authority ofHighway 19, as illustrated in
Schedule "A" in the County of Oxford.
B. The Ministry intends the rehabilitate the section of Highway 19 from the North limits
ofTillsonburg to the North limits ofMount Elgin under GWP 3021-13-00.
C. The Town is the owner and road authority of Broadway Street, which extends south
ofHighway 19 as illustrated in Schedule "A" in the Town ofTillsonburg.
D. The Town has requested the Ministry extend the limits of asphalt paving south by 765
meters on the Ministry work project reference GWP 3021-13-00 from Highway 19
onto Broadway Street.
E. The Town agrees, and acknowledges, by way of Council resolution number 10 dated
November 23, 2015, that the Town is authorized to enter into this Agreement and pay
all costs associated with the Works (as defined in section 1.6) as per article 6.
F. The Town requests, and the Ministry agrees, to have the Ministry undertake the
detailed design, construction, construction administration and inspection for the
requested extended limits of paving upon the terms and conditions of this Agreement.
G. It is deemed expedient to enter into this Agreement for the detailed design,
construction and incidentals of the Works by the Ministry.
NOW THEREFORE in consideration for the terms of this Agreement and the sum ofTen
Dollars ($1 0.00) of lawful money of Canada paid by each of the parties of this Agreement to
the other, the receipt whereof is hereby acknowledged, and other good and valuable
consideration, the Town and the Ministry agree as follows:
1. Def"mitions
In this Agreement:
1.1. "Broadway" shall mean the section of roadway identified from STA 12+650 to STA
11 +885, described as the north Town limit to the property municipally known as 612
Broadway Street.
1.2. "cost" shall mean all the items of cost all howsoever styled inclusive of interest,
inclusive of a cost sum or sums, and inclusive, but not limited to, out of pocket
expenses, consultants, contractors, environmental remediation, surveyors, solicitor
and his client costs. And includes the concept of expense and all the items of expense
all howsoever styled, inclusive of an expense sum or sums, unless specified
otherwise. The staff time of neither the Town nor Ministry shall be included as a cost
and each party shall be responsible for the cost of their own staff time related to the
Works.
1.3 . "costs" shall mean the same as "cost", but in plural.
1.4. "cost of Design" shall mean those costs payable for the environmental assessment
and detailed design of the Works, being all related hard costs, including without
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limitation costs for geotechnical investigation, pavement design, surveys, traffic
analysis and development of construction contract documents.
1.5. "cost of construction" shall mean those costs payable for the construction of the
Works, being all related hard costs, including without limitation costs for
environmental remediation, surveys, utility relocations, placement of fill, granular
lifts, asphalt, diesel fuel index, Performance Grade Cement (PGAC) index, material
testing, material bonuses, signals, illumination, pavement marking, signing, and
contract administration.
1.6. "Design" shall mean the environmental assessment and detailed engineering design
of the Works, and also means that Design is pursuant to the criteria and standards of
Ministry and is approved by the Ministry in consultation with the Town.
1.7. "Highway 19" shall mean the section of roadway from STA 21+900 to STA 12+650
1.8. "Works" shall mean with respect to Highway 19, Ministry work project reference
GWP 3021-13-00:
(a) the Design of the extended limits of paving for an additional seven hundred
and sixty five (765) meters south of the existing limits of paving (From Sta
12+650 to Sta 11 +885);
(b) the geotechnical investigation and pavement design of the extended limits of
paving in accordance with the Ontario Provincial Pavement Engineering
Guidelines;
(c) the engineering survey required to complete the Design and develop base
plans suitable for inclusion in a Ministry construction contract;
(d) the traffic analysis required to develop a traffic management plan in order to
construct the extended limits of paving;
(e) the development and completion of contract documents to be included with
GWP 3021-13-00;
(f) the construction of the extended limits of paving as requested by the Town as
part ofGWP 3021-13-00;
(g) In consultation with the Town all incidentals all howsoever styled to all the
above; and
all above Works according to the warrants, criteria, standards, and incidentals of the
Ministry pursuant to the Design.
2. Ministry Responsibilities and Contract Works
2.1. The Ministry will, at the cost and expense of the parties as set out in article 6 below:
(a) undertake an environmental assessment in accordance with the Ministry Class
Environmental Assessment for Provincial Transportation Facilities, obtain the
necessary environmental approvals, undertake utility relocations as necessary,
and complete the Design; and
(b) effect and administer the Works including all required tendering, contract
administration and inspection in accordance with Ministry of Transportation
standard specifications, Design and construction criteria.
2.2. The Ministry shall consult with the Town regarding the pavement construction
strategy for the requested extended limits of paving under the Works based on the
results of a Geotechnical Investigation and Pavement Design meeting the
requirements of the Ontario Provincial Pavement Engineering Guidelines.
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3. Future Work
3.1. The Ministry, by administering the Works under this Agreement for which the Town
takes responsibility of the cost, shall not be construed as being responsible for any
aspects of future works to that portion of Broadway Street under the Town's
jurisdiction.
4. Commencement of Work
4.1. Subject to the availability of funding from the Ontario Legislature, the Ministry shall
arrange for the commencement of the Ministry work under GWP 3021-13-00 in an
expeditious manner.
4.2. Following the completion of the matters identified in section 2.1 (a) and prior to
commencing the matters identified in section 2.1 (b), the Ministry shall confirm the
construction scope and cost estimate of the Works. Subject to section 4.5, the Town
shall provide final approval to the Ministry to proceed with the Works identified in
section 2.1 (b).
4.3. The Ministry shall not include the Works in the tender package for construction of
GWP 3021-13-00 without the timely and irrevocable approval from the Town to
proceed with the Works.
4.4. Should the final approval from the Town to proceed with the Works not provide
sufficient time for the Ministry to include the Works in the tender package for
construction ofGWP 3021-13-00, the Ministry shall pursue a change order request
with the contractor and provide the construction scope and cost estimate to the Town
for review and approval to proceed with the Works or the Town's election not to
proceed with the Works. In either case, the Town shall respond in a timely manner,
failing which the Ministry will proceed without the Works.
4.5. Should the Town elect not to proceed with the Works identified in section 2.1 (b), the
Ministry shall provide the Town with the detailed engineering design, including
geotechnical investigation, pavement design, surveys, traffic analysis and design
drawings.
4.6. Subject to receiving the approval of the Town to proceed with the Works, the
Ministry shall use all reasonable efforts to bring the Work to completion in an
expeditious manner within one (1) year from the commencement of the Works.
5. Maintenance and Repair
5 .1. The Town, under the terms of this Agreement, is hereby deemed to be under an
obligation to effect, and shall effect at no cost to the Ministry, all required
maintenance and repair to the extended limits of paving according to the standards of
the Town upon completion of the Works.
5.2. Upon the completion of the Works, the Ministry will provide a standard one (1) year
warranty period applicable to Ministry construction projects for the extended limits of
paving under the Works.
6. Financial Contributions and Conditions for Payment
6.1. It is agreed that the costs associated with the Works are one hundred percent (100%)
the responsibility of the Town.
6.2. The Ministry, upon completion of the Design will at that time invoice the Town at the
paragraph 7.1 address for the costs associated with the Design of the Works. The
Town shall pay by cheque submitted to the Ministry, made payable to the order of
"Minister of Finance" within 30 calendar days after receipt of said invoice, the sum
set forth as payable in that invoice.
6.3. It is agreed that the estimated cost of Design of the Works is forty-five thousand
dollars ($45,000.00).
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6.4. It is agreed that the estimated cost of construction of the Works is three hundred and
thirty thousand dollars ($330,000.00).
6.5. Despite sections 6.3 and 6.4 estimated costs, the Town is responsible for 100% of the
actual cost of the Design and subject to section 4.5, the construction and all
incidentals all howsoever styled of the Works.
6.6. The Ministry, upon completion of construction ofthe Works will at that time invoice
the Town at the section 7.1 address for the remaining costs associated with the
Works. The Town shall pay by cheque submitted to the Ministry, made payable to the
order of "Minister of Finance" within 30 calendar days after receipt of said invoice,
the sum set forth as payable in that invoice.
6.7. Should the Town elect not to proceed with the Works identified in section 2.1 (b), the
Town shall pay by cheque the actual cost for Design of the Works only, as identified
in section 6.5.
6.8. Costs and responsibility for costs associated with any additional works identified or
requested, during the detail design or construction of the Works, beyond those
illustrated in Schedule A and defined as the Works, will be agreed upon between the
Ministry and the Town prior to initiation of those additional works.
7. Addresses
7 .1. The address of The Town for the purposes of this Agreement, unless The Town
otherwise advises in writing, is:
The Corporation of the Town ofTillsonburg
10 Lis gar A venue
Tillsonburg ON
N4G5A5
Attention: Director of Operations
7.2. The address for the Ministry for the purposes of this Agreement, unless the Ministry
otherwise advises in writing, is:
Regional Director, West Region
Ministry of Transportation
659 Exeter Road
London, ON
N6E 1L3
Tel. (519)-873-4333
Fax: (519)-873-4236
7.3. Notices under this Agreement shall be in writing and sent by personal delivery,
facsimile transmission ("Fax") or by registered mail. Notices by registered mail shall
be deemed to have been received on the fourth business date after the date of mailing.
Notices by personal delivery or by Fax shall be deemed to have been received at the
time of the delivery or transmission unless delivered or transmitted on a weekend or
holiday, in which case such notice shall be deemed to have been received on the next
business day. In the event of an interruption in postal service, notice shall be given by
personal delivery or Fax.
8. Dispute Resolution
8.1. In the event of any dispute between the Town and the Ministry as to any matter under
this Agreement, the dispute shall be dealt with in the following manner and sequence:
(a) the parties will meet to discuss the dispute in good faith and use all reasonable
efforts to resolve the matter by negotiation;
{b) if the dispute cannot be resolved by negotiation within a reasonable period of
time, then the parties shall submit the matter to non-binding arbitration and
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the provisions of the Arbitrations Act, 1991, S.O. 1991, c.17 as amended, shall
apply; and
(c) if the dispute is not resolved through non-binding arbitration, then the parties
may pursue their strict legal rights available at law.
9. Warranty
9.1. The Town warrants that it has taken all necessary steps, done all acts, passed all by-
laws, and obtained all approvals required to give it the authority to enter into this
Agreement.
10. Entire Agreement
1 0.1. This Agreement, including any schedules attached hereto, constitutes the entire
understanding and agreement between the parties with respect to the subject matter
hereof and there are no representations, understandings or agreements, oral or written,
with respect to the subject matter hereof which are not included herein.
11. Binding Agreement
11.1. This Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective successors, and permitted assigns. The Town shall not assign this
Agreement without the prior written consent of the Ministry.
IN WITNESS OF ALL contained in this Agreement:
DATED this ~th day of [\lo~ , 201 S
THE CORPORATION OF THE TOWN OF TILLSONBURG
~n·~ 0.-,,·ctL -.lhpuf;j Clerk
oo pPt Clerk
DATED this ~ '1 day of 1c/.J , 201 &_,
HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONT ARlO,
REPRESENTED BY THE MINISTER OF TRANSPORTATION FOR THE
PROVINCE OF ONTARIO
SCHEDULE "A" TO THE AGREEMENT BETWEEN THE TOWN OF
TILLSONBURG AND THE MINISTRY OF TRANSPORTATION
GWP 3021 -13-00
FROM TI LLSONBURG TO MOUNT ELGIN
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North limits of Tillsonburg to the North limits of Mount Elgin under GWP 3021-13-00 (MTO)
Broadway Street 765 Metre Extension (Town of Tillsonburg)