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2020-110 Schedule ARETA INER AGREEMENT THIS AGREEMENT MADE this23day of November 2020. BETWEEN: THE CORPORATION OF THE TOWN OF TILLSONBURG a municipal corporation incorporated pursuant to the laws of the Province of Ontario ("Tillsonburg") -and- DUNCAN, LINTON LLP a limited li ability partnership carrying on the practice of law in and pursuant to the laws of the Province of Ontario ("DL") WHEREAS Tillsonburg issued Request for Proposa l 2020-014 being a Proposal for Legal Services (the "RFP"); AND WHEREAS DL submitted a proposal in response to the RFP dated October 14, 2020 (the "DL S ubmi ssio n"); and AND WHEREAS the DL Submis sion was accepte d by Tillsonburg. NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and ag reements herein contain ed , and subject to the term s and co nditions set out in this Agreement, the parties her eto agree as follows: 1. The terms and conditions of the RFP, shall form part of and apply to this Retainer Agreement. Any t er m not speci fi ca lly defined in this Retainer Agreement s hall have the sa me mean ing as provided in the RFP. 2. DL is ret ai ned to provide lega l services as set out in the RFP and as may be requ ested from time to time by Tillsonburg (the "Retainer"). 3. Steven D.S. Ross will be the Designated Co un se l for all areas of law stipulated in th e RFP, save and except Construction Law which Designated Co un se l sh all be Michael A. van Bodegom. 4. The Designated Co uns el are the principal contacts of DL and will manage DL's relationship with Tillsonburg. The principal co ntac t for Tillsonburg is the Town C lerk, Mi che lle Smibert. 5. The fees for services rendered for the term of the Retainer shall be calculated on the basis set out in Schedule A of this Retainer Agreement. These rates shall remain in effect and shall not be increased during the term of the Retainer. 6. Tillsonburg and DL acknowledge that the list of legal services as set out in Schedule A are illustrative of the type of work that falls within each category and non-exhaustive. The determination of whether a given matter falls within Category One or Category Two of Schedule A will be made at the time that initial instructions are given and the applicable category will be specified on each account rendered by DL to Tillsonburg. 7. Tillsonburg acknowledges that a change in circumstances may result in a Category One or Category Three matter becoming a Category Two matter. 8. Subject to early termination, the Retainer shall commence on January 1, 2021 and shall continue for a term of five (5) years with one two (2) year extension. 9. Tillsonburg may terminate the Retainer at any time prior to the completion of its term, either in whole or in part, with or without cause. In the event of early termination, DL shall receive payment for the services performed to the date DL's services are terminated and for any services performed after the date of termination. lO. DL agrees to save, keep harmle ss and fully indemnify Tillsonburg11 its elected officials, offLcers, employees and agents, from and against all actions, claims and demands whatsoever which may be brought against or made upon Tillsonburg, and against all loss, liability, judgments, claims, costs, demands or expenses that Tillsonburg may sustain as a result from or arising out of DL's negligent actions or omissions in carrying out its responsibilities under this Retainer Agreement. 11. This Agreement, the RFP and the DL Submission, shall form the entire agreement between Tillsonburg and DL concerning the matters set out herein and there are no warranties, representations or other Agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth herein. 12. This Agreement may be executed in any number or counterparts with the same effect as if all parties had signed the same document. All counterparts shall be construed together, and shall constitute one and the same agreement. 13. Subject to the restrictions on assignment, this Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and assigns. WITNESS WHEREOF the parties have signed and sealed this Agreement as of the day and year first above written. Per: Per: /VM~ Michelle Smibert Clerk We have the authority to bind The Corporation of the Town of Tillsonburg LLP I have the authority to bind the Partnership. SCHEDULE A FEES FOR LEGAL SERVICES Tillsonburg shall pay the legal fees acco rding to the categor izat ion of eac h ma tter as fo ll o ws: CATEGORY ONE -GENERAL LEGAL ADVICE Cat ego ry One -including but not limited to: • advising on council proc edure, proced ural by -la ws and governa nce issues; • conduc ting a nd advising on all types o f real es t ate a nd comme rcial tr ansac tio n s; • advising on legal iss ues rel a ting to pl anning and subdivision of land and develo pment servic es; • ad vising on a nd ass isting with reg ul ato ry compli a nce (inclusive of fr eedom o f information a nd e nvironmental iss ues ); • advising on and drafting contrac ts; • advising on a nd d ra fting municip al procurement documents (ie, RFPs, tenders, etc.); • advising the clerk o n munic ip a l e lec ti o n iss ues ; • ad vising on fin ancial m atters su ch as assess ment, t axa tion, t ax sa les a nd debentures ; • advising on and drafting and e n fo r ce ment of munic ip al by-laws and oth er regul a t ory st a tutes (and the enfor cement of regulatory st a tutes wit h in t h e au thori ty of municipalities); • advising o n contrac t disputes ; • small claim s court m a t te rs; and, • advising on munici pal li a bility cl aim s. The h o urly r at es for a ll lawy ers for C a tegory O n e work sha ll be at a r ate of $250 an hour. CATEGORY TWO -HEARINGS AND MATTERS THAT PRESENT THE POSSIBILITY OF COST RECOVERY Cat egory Two -including b ut n ot limited to: • t h e prosec utio n and de fe n ce of claim s in the S u pe rior Court of Justice and Cou rt of Appeal; • re prese nting T ill so nburg befo re the O ntario Human Rights Com miss ion, t he Local Pl anning Appeals Trib unal and oth er administrative tribu nals; and, • transactions in which a dev elope r or ow ner is respo nsible for paying the municipa lity's legal cos t s (eg., costs in relation to subdivision agreements, transfers, easements, site pl an agreements, releases, se rvicing ag reements, highway closure s and conveyances of la nd, e tc .). The hourly rate for all Category Two work shall be: Years of Experience of Lawyer Performing Proposed Hourly Rate Services Up to 5 years $250 6-12 years $260 13 -2 0 years $300 Over 20 years $325 CATEGORY THREE -PROSECUTIONS Category Three -including but not limited to: • prosecutions before the Ontario Court of Ju stice; • the enforcement of by-laws under the Provincia l Offen ces Act; and , • prosecutions under othe r leg islation suc h as, the Building Code A ct and the Fire Prote ction and Prevention A ct. The h o urly rates for all lawyers fo r Category Three work sh all be a t a ra te o f $140 an hour.