200716 Airport AGDThe Corporation of the Town of Tillsonburg
Tillsonburg Airport Advisory Committee
July 16, 2020
5:30 p.m.
Electronic Meeting
AGENDA
1. Call to Order
2. Adoption of Agenda
Proposed Resolution #1
Moved by:
Seconded by:
THAT the Agenda as prepared for the Tillsonburg Airport Advisory Committee
meeting of July 16, 2020, be adopted.
3. Minutes of the Previous Meeting
Proposed Resolution #2
Moved by:
Seconded by:
THAT the Minutes of the Tillsonburg Airport Advisory Committee meeting dated
June 18, 2020, be approved.
4. Disclosures of Pecuniary Interest and the General Nature Thereof
5. Presentations/Deputations
6. General Business & Reports
6.1 Airport Design Guidelines follow up- Dan
6.2 Safety Spreadsheet follow up- Dan/Annette
6.3 Taxiway G1 Hangar Apron follow-up- Dan
6.4 Town Owned Hangar Business Case- Dan
6.5 Trees end of Runway East Side- Dan
6.6 CAO Economic Impact Analysis for funding contributions from member
municipalities in Oxford County- Dan
6.7 Master Plan RFP Scope Review- Dan/Annette
7. Correspondence
8. Other Business
9. Next Meeting
10. Adjournment
Proposed Resolution #3
Moved by:
Seconded by:
THAT the July 16, 2020 Tillsonburg Airport Advisory Committee meeting be
adjourned at _____ p.m.
=
ATTENDANCE BY VIDEO CONFERENCE
Euclid Benoit (from 6:20 pm), David Brandon, Dan Cameron, Valerie Durston, Deb Gilvesy,
Jeffrey Miller, John Prno, Mark Renaud, Jeremy Stockmans Staff: Annette Murray, Dan Locke,
Kyle Pratt
MEMBERS ABSENT/REGRETS
Jeff Dean
1. Call to Order
The meeting was called to order at 5:33 p.m. Mark Renaud sat as the Chair and John Prno
acted as Recording Secretary for the meeting.
2. Adoption of Agenda
Resolution #1
Moved By: Deb Gilvesy Seconded By: Dan Cameron
THAT the Agenda as for the Airport Advisory Committee meeting of June 18th, be adopted
as amended.
Carried
3. Disclosures of Pecuniary Interest and the General Nature Thereof
None Declared
4. Adoption of Minutes of Previous Meeting
4.1. Minutes of the Meeting of February 20th, 2020
The Corporation of the Town of Tillsonburg
TILLSONBURG AIRPORT ADVISORY COMMITTEE
June 18, 2020
5:30 p.m.
Tillsonburg Regional Airport Boardroom
244411 Airport Rd., South-West Oxford
MINUTES
Tillsonburg Airport Advisory Committee Meeting Minutes, June 18, 2020 - 2 -
Resolution #2
Moved By: Dan Cameron Seconded By: Deb Gilvesy
THAT the Minutes of the Tillsonburg Airport Advisory Committee Meeting of February
20th, 2020, be approved.
Carried
5. Delegations and Presentations
None
6. General Business & Reports
6.1 Safety Concerns Jeremy Stockmans brought forward safety concerns he has
experienced recently, including the lack of sweeping of taxiways during hangar
construction resulting in foreign object debris, and lack of radio communication with
approaching aircraft during COVID-19. A wholesome discussion followed among the
committee members. Dan Locke noted that safety is key at the airport and the need for
extra care is included in communications with new tenants and construction companies.
A manual is being developed to accompany communications. Annette is the only
employee at the Airport since March 16th, and as such must spread her hours over 7
days. She may not be there if weather is bad and no one is flying. Taxiways are swept
regularly, but with lots of construction underway, they are difficult to maintain constantly.
Annette has not had communication from any tenants about these concerns and cannot
deal with what she doesn’t know about. Everyone was encouraged to use the e-mail
notification for any concerns. Chair Renaud spoke about the need to hold people
accountable even if we can’t be there 24/7. Dan explained that a process is in place for
recording inspections through Mesh. However, the corresponding Service Requests
and Work Order have not yet been developed in MESH due to the reprioritizing of the
MESH implementation schedule to the CSR Module. Ultimately, a work order will be
created for any needed work which will record the closure of the identified issue. Staff
are working on resolving this issue. In response to a question about runway lights,
Annette reported that the lights are checked during the daily runway check. Two
runway lights are currently missing/damaged, but there is no requirement for 100%
functionality. The usual practice is to wait until there are a number of issues, then bring
Tillsonburg Airport Advisory Committee Meeting Minutes, June 18, 2020 - 3 -
an electrician in to do the work. Otherwise, the seemingly simple repair gets very
expensive. Committee members asked for a process where Annette could report
monthly on the number of safety concerns received and actions taken to resolve.
Annette and Dan agreed to work on a report.
6.2 Outstanding Elections Vice Chair Dan Cameron was nominated by Jeremy
Stockmans. No further nominations were received and Dan Cameron was acclaimed
as Vice-Chair for the duration of the Council term.
6.3 Hangar Construction Update Dan reported that construction is nearing
completion on hangars Lot #2 and Lot #3 on Taxiway G1. Lot #4 hangar on Taxiway
G1to be built is almost through the planning approval process. Lot #5 on Taxiway G1
hangar is on hold during COVID. The hangar on Lot #1 on Taxiway G3 is ready to go,
but construction is currently on hold during COVID.
6.4 Airport Feasibility Analysis Follow Up Dan Locke noted that the report is
attached and offered to answer questions. Deb feels this is sitting on the shelf and not
moving. Dan noted that the tree removal is in the 2020 business plan and scheduled in
Quarter 3. Valerie Durston asked if the 2020 business plan could be forwarded to the
SWO Mayor to begin discussions.
Link to the Business Plan https://www.tillsonburg.ca/en/town-hall/Budget-and-Financial-
Information.aspx Note: Using the drop down menus in this location all business plans
can be accessed, Public Document.
Chair Renaud agreed and noted we haven’t done a good job reaching out to partners.
We need to get out at least once a year to tell our story. A County Council presentation
should be done before they begin work on their 2021 budget.
6.5 Airport Design Guidelines Dan Locke has circulated the new Airport
Development Manual. He would appreciate any comments committee members have,
as well as “experts” to go over the manual with him. Euclid Benoit, Jeremy Stockmans,
Jeff Miller and Mark Renaud agreed to participate in a working group with Dan. Any
comments and suggestions from the other committee members should be forwarded to
the working group members by June 26th.
Tillsonburg Airport Advisory Committee Meeting Minutes, June 18, 2020 - 4 -
6.6 Airport Airside Pavement Design Provided as information to the Committee.
This will help inform a future Master Plan. Dan Locke reported that Kevin Deleebeeck
had looked at best practices across the industry in development of this document. The
document is based on design specs for aircraft up to Beechcraft King Air 350 size. The
committee members agreed that this was an acceptable aircraft size to use.
6.7 Lot #7 Taxiway G3 Follow up Maximum Size Dan Locke provide a follow up to
the committee’s previous discussion on maximizing size of the hangar to be built on a
particular lot. For this lot, a 45’ X 50’ hangar would maximize the site.
6.8 Taxiway G1 Lot #2 and #3 Hangar Apron As Constructed drawings Dan Locke
provided a follow up. The exterior grade hasn’t changed from original, but it is apparent
that internal floor height impacts the grade. There are four hangars left to be
constructed that can have this adjusted.
6.9 Meeting Schedule follow up Dan Locke confirmed that the balance of the year’s
meetings will be held on the third Thursday of every month, except December which is
the Second Thursday. Meeting invites have already been circulated and a summary
sheet will be included with the minutes of this meeting.
6.10 Definition of “Corporate” as it relates to the Rates and Fees Annette Murray
reviewed the definition. The committee members felt the definition and rates noted
were very reasonable. It was suggested that we put the rates in the Canadian Flight
Supplement. Annette will look into this.
6.11 Drainage Ditch project update Dan Locke reported that the project is completed
for the most part. In-house and Contractor resources were both used to complete the
work.
6.12 Town Owned Hangar Business Case Due to time constraints, this item was
deferred to the next meeting. As the business case will inform the future Master Plan
and the 2021 Budget, time is not of the essence.
7. Correspondence
None
8. Other Business
Tillsonburg Airport Advisory Committee Meeting Minutes, June 18, 2020 - 5 -
8.1. Oxford County Service Delivery Review Kyle Pratt reported for the committee’s
information, that the County Service Delivery Review has been completed and identifies
the need to develop a long term support plan based on the economic benefits
generated by the Airport. Member municipalities identified a need to confirm the
economic benefits for each municipality before supporting the action.
Kyle Pratt provided the following
Airport
Recommendation Summary – Develop long-term plan and review economic benefit
through a Study.
Benefiting Municipalities – Tillsonburg
CAO Discussion
Although the argument that having a local airport might provide some economic
value to the entire area, that data is not readily available. A study might be
worthwhile to demonstrate what, if any value other municipalities receive from the
airport. Should value be demonstrated, funding request could follow.
Recommendation
That Tillsonburg conduct an economic impact analysis to support it’s argument for
wider funding contribution from member municipalities in Oxford County.
9. Closed Session
Not required
10. Next Meeting
The next meeting of the Airport Advisory Committee will be on July 16th at 5:30 p.m.
11. Adjournment
Resolution #3
Moved By: Deb Gilvesy Seconded By: Jeremy Stockmans
THAT the Airport Advisory Committee Meeting of July 18th be adjourned at 7:00 p.m.
Carried
2020 Tillsonburg Airport Advisory Committee Meeting Schedule
Date
Thursday July 16th, 2020
Thursday Aug 20th, 2020
Thursday Sept 17th, 2020
Thursday Oct 15th, 2020
Thursday Nov 19th, 2020
Thursday Dec. 10th, 2020
Time
5:30pm to 7:00pm
5:30pm to 7:00pm
5:30pm to 7:00pm
5:30pm to 7:00pm
5:30pm to 7:00pm
5:30pm to 7:0pm
Location
Virtual
Virtual
Virtual
Virtual
Virtual
Virtual
MONTHLY SAFETY/ISSUE TRACKING SHEET
DATE
ITEM COMMENTS STATUS RESOLUTION DATE
RESOLVED
June 6
Complaint regarding weeds and items around
hangar C 18
Sent email to Dan Locke June 9; entered into MESH June 8
Sent email to owner of Hangar C 18 on June 23 regarding
complaint; asked to clean up all items
Not cleaned up as of
July 14, 2020, only
most of the weeds
have been removed
to date
June 13
Email regarding rebar sticking out along
taxiway G1
Entered into MESH June 15; went to airport and removed 3
pieces of wood
Completed Items removed June 15
June 15
Avgas pump showing error codes, stop
pumping fuel once in a while
Called Kardall to have pump fixed; came to fix pulser board
same day
Completed June 15
June 22
Avgas pump still not working properly Called Kardall, replaced ATC switch showing temperature Completed June 22
June 25
Webcam not working; received emails and
phone calls regarding issue
Entered into MESH; IT confirmed unit is broken Waiting for new
webcam, ordered by
IT
Page 1 of 3
Subject: Town Owned Hangar Business Case
Report Number: OPS 20-24
Author: Dan Locke, C.E.T. Manager of Public Works
Meeting Type: Council Meeting
Meeting Date: Thursday, June 11, 2020
RECOMMENDATION
THAT Council receive report OPS 20-24 Town Owned Hangar Business Case;
AND THAT the Airport Master Plan scope of work include identifying suitable
locations for Town owned hangars;
AND FURTHER THAT the capital construction cost for a Town owned hangar be
included as part of the draft 2021 budget deliberations.
BACKGROUND
The 2019 Airport Feasibility Study indicated the potential opportunity of increasing
revenue by renting out hangar space in Town owned hangar(s) and that a business
case should be completed to explore its merit. If viable, as part of the Airport Master
Plan process, suitable locations could be identified to facilitate the implementation this
revenue generating strategy.
DISCUSSION
The Town currently leases land at an annual rate of $0.30 per square foot to tenants for
the purpose of building a hangar that is either used by the tenant or the tenant
subsequently rents the space within their hangar out for a monthly fee. The average
hangar space rental rate found at the Tillsonburg Regional Airport is approximately
$300 per month. To help determine the viability of the Town owning and operating a
hangar(s) the following aspects were considered:
Demand
Staff have received more inquiries regarding the availability of renting hangar space
than about building a hangar. In these instances staff have directed such inquiries to a
bulletin board where hangar owner’s post if they have space for rent. At times it has
been noted that there are no rental space postings on the bulletin board.
The St. Thomas Airport recently brought forward a report that indicated small hangar
owner leases will end and that the City will take over ownership of these hangars. While
this decision was deferred to a future meeting there is the potential of fallout whereby
some individuals may be looking for space to rent at other nearby facilities.
OPS 20-24 Page 2 of 3
Financial Analysis
• Typical hangar size at Tillsonburg Regional Airport is 60ft. x 60ft. = 3600 sq. ft.
• Construction cost of a 60ft. x 60ft. hangar is between $140,000 and $160,000
• The lifespan of this structure type is approximately 50 years.
• The rental space within a hangar of this size would be sufficient to house four (4)
average sized aircraft typically found at the Tillsonburg Regional Airport
• A static rental rate of $300 per month was used over the analysis period
• Annual occupancy rate of 75% (i.e. only three of the four available spaces rented)
• $175,000 debenture over 30 years the current annual interest rate of 2.50%
Scenario 1 – Hangar Land Lease (status quo)
Capital
Application Fee $305
Airport Development Permit $610
Infrastructure Fee $550
Total Capital Revenue $1,465
Operating
Revenue
Land Lease rate of $0.30/sq.ft. for 3,600 sq.ft. $1,080
Maintenance Fee $125
Total Operating Revenue $1,205
Simple Payback Period 0.0 years
Total Revenue over 50 years $61,715
Scenario 2 – Town Owned Hangar
Capital
60ft x 60ft hangar construction $160,000
Hangar apron $13,000
Lot grading $2,000
Total Capital Cost $175,000
Operating
Revenue
Rental rate of $300/mth @ 75% capacity $10,800
Expenses
Hydro $500
Insurance $200
Property Taxes $2,000
Net Operating Revenue $8,100
Simple Payback Period 21.6 years
Total Net Revenue (i.e. less total cost of debenture) over 50 years $163,245
OPS 20-24 Page 3 of 3
Based on the financial analysis above the return on investment is approximately 22
years at an occupancy rate of 75% resulting in pure revenue thereafter for the
remaining service life of the structure equivalent to more than two and half times that of
the status quo scenario of hangar land leases.
It is also reasonable to consider the results of this comparative analysis to be
conservative in two ways. First recognition that maintaining full occupancy throughout
each year is unlikely and that an occupancy rate of 75% was used, and second the
rental rate was not adjusted for inflation and remained static over the entire analysis
period while the interest rate is locked for the entire period.
Risks
Some of the potential risk associated with the Town owning and renting hangar space
include:
• Not being able to achieve a 75% occupancy rate which would result in a longer
payback period
• Perception of competition or taking business opportunity away from others.
Based on the considerations outlined above staff believe there is opportunity to realize
this potential revenue generating strategy, without negatively impacting the annual
operating budget (as described below), that will help the Airport become more self-
sufficient once the initial investment has been paid back.
CONSULTATION
Staff consulted St. Thomas Airport staff regarding their report to St. Thomas City
Council earlier this year as well as obtained quotes from the construction companies
that have recently constructed hangars at the Tillsonburg Regional Airport.
FINANCIAL IMPACT/FUNDING SOURCE
The average annual user-pay debt repayment associated with a proposed Town owned
hangar is equivalent to $8,100 (principal and interest payment on $175,000 over 30
years at 2.50% interest). As a result there is no anticipated annual operating budget
impact given that the revenue generated from renting hangar space, conservatively
estimated at a 75% occupancy rate (i.e. only three of the four available spaces rented)
would cover the associated user-pay debenture expense.
An alternative funding method would be to use proceeds from surplus land sales at the
Airport which negate the need for principal and interest payments and add an additional
$8,100 of net income to the Airport annually operating budget.
COMMUNICTY STRATEGIC PLAN (CSP) LINKAGE
1. Excellence in Local Government
☒ Demonstrate strong leadership in Town initiatives
☐ Streamline communication and effectively collaborate within local government
☒ Demonstrate accountability
REQUEST FOR PROPOSALS
FOR THE PROVISION OF
CONSULTING SERVICES FOR
AIRPORT MASTER PLAN
RFP 2020 –
RFP CLOSING
DATE: July 9th 2019
TIME: 2:00 PM local time
QUERY END DATE: Monday July 6th 2019 at 2:00 PM local time
LOCATION: Town of Tillsonburg
200 Broadway, 2nd Floor
Tillsonburg, Ontario, N4G 5A5
LATE SUBMISSIONS WILL NOT BE ACCEPTED
TOWN OF TILLSONBURG OPERATIONS DEPARTMENT RFP 2020–
Consulting Services for
Airport Master Plan
Page 1 of 20
1.0 INSTRUCTIONS TO PROPONENTS
Interpretation 1.1
(1) In this RFP, unless expressly provided otherwise, the following definitions shall apply:
a) “Town” means the Corporation of the Town of Tillsonburg and includes any of its
designated employees, officials or agents who are engaged to represent the Town
in its capacity and also includes any employee designated to exercise a discretion
on behalf of the Town;
b) “Evaluation Committee” means a team consisting of members of Town staff and,
where considered appropriate by the Town in the exercised of a n absolute
discretion, independent consultants, who will perform the evaluation of each of the
Proposals and make such reports and recommendations to the award of this RFP
as they consider appropriate;
c) “Proponent” means any person submitting a Proposal in response to this RFP;
d) “Proposal” means a Proposal made by a Proponent in response to this RFP;
e) “RFP” means this Request for Proposals including the Instructions to Proponents,
Terms of Reference, Form of Proposal, and any other Appendices and all adde nda
to the RFP together with all other documents expressly forming part of the RFP for
this project (also collectively referred to as “RFP Documents”).
(2) In the event of a conflict or inconsistency between, or an omission or ambiguity with
respect to, any term(s), condition(s), or provision(s) contained in any of the following
documents the order of precedence shall follow:
a) the executed Agreement;
b) all addenda to the RFP;
c) Instructions to Proponents;
d) Terms of Reference;
e) Proponents Proposal, as accepted by the Town.
(3) Notwithstanding subsection 1.1(2) of these Instructions to Proponents, in the event of
conflict between any of the provisions, the provision most favourable to the Town, in
the Town’s determination, shall prevail and apply.
(4) This RFP and subsequent Consultant Agreement (Appendix A) shall be interpreted
and governed by the laws of the Province of Ontario and the federal laws of Canada,
both as to interpretation and performance, and shall be treated, in all respects, as an
Ontario contract.
TOWN OF TILLSONBURG OPERATIONS DEPARTMENT RFP 2020–
Consulting Services for
Airport Master Plan
Page 2 of 20
Proposal Submission 1.2
(1) It shall be understood and acknowledged by the Proponent that while this RFP
contains a general description of the Town’s requirements, including location
constraints, performance requirements, technical specifications, warranty and
maintenance requirements and other factors, that any omission or error or
misinterpretation of the RFP requirements shall not relieve the successful Proponent of
the responsibility to fulfill such requirements.
(2) Sealed Proposals packages, one (1) original and four (4) additional copies, must be
clearly marked with the reference number and the title of this RFP and shall be
physically received at the Town of Tillsonburg on or before the RFP Closing Date and
Time. Late submissions shall not be accepted and shall be returned unopened in a
timely manner.
(3) It is the sole responsibility of the Proponent to make sure that its Proposal is delivered
to the correct location no later than the closing date and time for this RFP and assumes
the risk of any and all means of delivery, be it by hand delivery, postal service, or
courier service. Proposals submitted by fax, email or other means shall not be
accepted.
(4) The Town is not obligated to award this RFP. In receiving proposals, the Town
accepts no obligation of any kind to accept any proposal. Should the Town receive
only one proposal submission, the Town reserves the right to award the Proposal to
the Proponent of the sole submission, to recall the request for proposals or to cancel
the proposal call in its entirety. No liability shall accrue to the Town for its decision in
this regard.
(5) The Town shall not be liable for any cost of preparation or presentation of proposals,
and all proposals and accompanying documents submitted by the respondents shall
become the property of the Town and will not be returned.
(6) All prices quoted in the Proponents Proposal shall include all operating, overhead,
disbursements and incidental costs, shall be stated in Canadian funds, and shall be
exclusive of Harmonized Sales Tax (“HST”).
(7) Unless otherwise stipulated in this RFP or any addendum thereto, a Proposal shall be
irrevocable (i.e. open for acceptance by the Town of Tillsonburg) for a period of sixty
(60) calendar days following the closing date of this RFP.
Inquiries, Clarification and Addenda 1.3
(1) The Town reserves the right at any time, prior to RFP award,
a) to withdraw or cancel the RFP; or
b) to extend the time for submission of Proposals; or
c) to modify in any manner, any part of this RFP, including the whole or any part of an
Appendix, or an addendum,
TOWN OF TILLSONBURG OPERATIONS DEPARTMENT RFP 2020–
Consulting Services for
Airport Master Plan
Page 3 of 20
by the publication of an addendum or other notice, and the Town shall not be liable for
any expense, cost, loss or damage incurred or suffered by any Proponent or any other
person as a result of its so doing or to compensate any person as a result thereof.
(2) All inquiries in relation to this RFP shall be directed to Mrs. Laurie Kirwin, Purchasing
Coordinator lkirwin@tillsonburg.ca before the Query End Date.
(3) Should a Proponent find omissions from or discrepancies in any of the RFP
Documents or should the Proponent be in doubt as to the meaning of any part of such
documents, the Proponent should notify the above designated person without delay. If
the designated person determines that such clarification is necessary, written answers
or clarifications shall be issued in the form of an addendum. Only answers to issues of
substance will be sent out to all Proponents.
(4) Any addendum or other notice will be posted o n the Town’s Bids and Tenders website
at tillsonburg.bidsandtenders.ca. Although notification of addenda will be distributed to
plan-takers it shall be the sole responsibility of the Proponents to check for any and all
addenda or notices that have been issued for this RFP and to ensure that its Proposal
accounts for same.
(5) Addenda’s issued during the bidding period shall become part of the RFP Documents
and all addenda must be acknowledged on the Proponent Information and Declaration
Form. It is the Proponents sole responsibility to ensure that it has accounted for all
addenda or other notices of change or alteration of the RFP in their submission and in
any price proposed therein.
(6) The Town will not be bound by any oral representation or communication whatsoever,
including but not limited to any instruction, amendment, or clarification of the RFP
information or inference, advice or suggestion from any person (including but not
limited to an elected or appointed official, employee, agent, independent consultant or
representative of the Town) concerning the Proponents submissions, the RFP, or any
other matter concerning the RFP or the project.
Withdrawal of Proposals 1.4
(1) Withdrawal of a sealed Proposal after its submission to the Town is permitted only prior
to the closing time of the RFP. A withdrawal request must be in writing, signed by the
Proponent or authorized representative of the Proponent and received by the
Purchasing Coordinator prior to the closing time. Telephone requests will not be
considered. It shall be the sole responsibility of the Proponent to ensure that a
withdrawal request is properly delivered and received by the Town.
(2) Withdrawn Proposals shall be returned unopened to the Proponent.
(3) The withdrawal of a Proposal does not disqualify a Propon ent from submitting another
Proposal on the same RFP.
TOWN OF TILLSONBURG OPERATIONS DEPARTMENT RFP 2020–
Consulting Services for
Airport Master Plan
Page 4 of 20
Confidentiality 1.5
(1) The Town reserves the right to use any of the ideas presented in any reply to th is RFP,
unless clearly identified as proprietary. Selection or rejection of the Proposal does not
affect that right.
(2) The Proponent acknowledges that all related correspondence, documentation and
information provided shall become a record belonging to the Town and therefore is
subject to the Municipal Freedom of Information and Protection of Privacy Act, R.S.O.
1990, c M.56, as amended (MFIPPA)
(3) MFIPPA provides that an individual, businesses and other organizations have a legal
right to request records held by the Town, subject to specific limitations. The
Proponent should be aware that it is possible that any records provided to the Town,
including but not limited to, pricing, technical specifications, drawings, plans, audio
visual materials or information about staff, parties to the bid or suppliers could be
requested under this law. If the Proponent believes that all or part of the proposal
should be protected from release, the relevant parts should be clearly marked as
confidential. Please note that this will not automatically protect the submission from
release, but it will assist the Town in making a determination on release if a request is
made. The Town will use its best efforts not to disclose any information so marked
confidential but shall not be liable to a Proponent where information is disclosed by
virtue of an order of the Privacy Commissioner or otherwise as required by law.
Claims or Damages 1.6
(1) The Town reserves the right not to accept a Proposal from any person or corporation
which includes any non-arm’s length corporation and all related corporations thereto
who, or which, has a claim or instituted a legal proceeding against the Town or against
whom the Town has a claim or instituted a legal proceeding with respect to any
proponent or sub-consultants or any vender within the submitted Proposals.
(2) A Proponent, by submitting a Proposal agrees that it will not claim damages, by any
means, in respect to any matter relating to this RFP, the bidding and evaluation
process or any subsequent procurement process, if any, resulting from this RFP
Lobbying and Conflict of Interest 1.7
(1) The Town may reject any Proposal submitted, or cancel any Proposal awarded, in
contravention of this section.
(2) Proponents are prohibited from engaging in conduct which is or could reasonably be
considered as any form of political or other lobb ying as an attempt to influence the
outcome of this RFP.
(3) The Proponent shall not discuss or communicate directly or indirectly with any other
Proponent regarding the preparation or content of a Proposal.
TOWN OF TILLSONBURG OPERATIONS DEPARTMENT RFP 2020–
Consulting Services for
Airport Master Plan
Page 5 of 20
(4) Any discussions verbally or in writing with elected officials of the Town prior to the
awarding of this RFP by the Town are prohibited and may result in the disqualification
of the Proponents submission.
(5) The Proponent is required to disclose to the Town, prior to submitting a Proposal, any
potential or real conflict of interest in relation to its Proposal or its participation in this
RFP and fully disclose any details thereof.
(6) If a conflict of interest exists, the Town may, in its discretion, either withhold evaluation
of that Proponent’s Proposal until the matter is resolved to the satisfaction of the Town
or reject that Proponent’s Proposal.
(7) The failure of any Proponent to comply with this section may result in the
disqualification of the Proponent and the rejection of its Proposal .
Indemnification 1.8
The successful Proponent shall indemnify and hold harmless the Town, its officers, council
members, partners, agents and employees from and against all actions, claims, d emands,
losses, costs, damages, suits or proceedings whatsoever which may be brought against or
made upon the Town and against all loss, liability, judgments, claims, suits, demands or
expenses which the Town may sustain, suffer or be put to resulting from or arising out of the
successful Proponents failure to exercise reasonable care, skill or diligence or omissions in
the performance or rendering of any work or service required hereunder to be performed or
rendered by the successful Proponent, its agents, officials and employees.
AODA Obligations 1.9
The Proponent shall comply with applicable Regulations of the Accessibility for Ontarians
with Disabilities Act, 2005 (the AODA), with regard of the provision of its goods or services
contemplated herein, specifically:
Ontario Regulation 429/07: Accessibility Standards for Customer Service,
Ontario Regulation 191/11: Integrated Accessibility Standards
The Proponent shall ensure that all its employees, agents, volunteers, or others for whom it
is at law responsible and who are involved in providing goods and services to the Town
receive training as required by these regulations.
The Proponent acknowledges that pursuant to the AODA, the Town must, in deciding to
purchase goods or services through its procurement process, consider the accessibility for
persons with disabilities to such goods or services.
Proponents Responsibility 1.10
(1) Proponents are required to carefully examine all technical information or details
forming part of the RFP or any addenda thereto as provided by the Town. Any
estimates, documents, and information provided by the Town shall be deemed to have
been provided only as a guide for potential Proponents. The Town shall not be taken
TOWN OF TILLSONBURG OPERATIONS DEPARTMENT RFP 2020–
Consulting Services for
Airport Master Plan
Page 6 of 20
to warrant their accuracy and shall not be liable for any inaccuracy therein unless that
inaccuracy is the result of the deliberate misrepresentation of the Town.
(2) Proponents shall be responsible for performing their own due diligence (i.e. visiting the
site) and no allowance shall be made by the Town for f ailure of the Proponent to
examine carefully all conditions relating to the site.
Reserved Privileges of the Town 1.11
Without limiting or restricting any other right of privilege of the Town, the Town shall have
the following reserved rights and privileges, which may be exercised or waived in its
absolute discretion:
a) reject, accept or not consider any or all regular, irregular, unbalanced, informal or non -
compliant Proposals;
b) reject or not consider Proposals from any Proponent who cannot show a reasonable
acquaintance with the class of work specified herein;
c) the Town may reject any Proposal or part of any Proposal, the lowest priced Proposal or
all Proposals, or may cancel this RFP in whole or in part and require the submission of
new Proposals for any reason within its absolute discretion;
d) when evaluating Proposals and assessing Proposal prices in the evaluation of
Proposals and the awarding of the RFP, the Town will consider its best interests and
may exercise reasonable commercial judgment;
e) the right to open the Proposals and negotiate with a sign Proponent, in cases where
only one Proposal is received, or to negotiate with a Proponent of the Town’s choice, if
all Proposals are over budget or too high.
f) where in the view of the Town, an insufficient n umber of Proposals have been received
in response to this RFP, the Town may publish a further RFP (on the same or revised
scope of work from the original request);
g) the Town may, in accepting any Proposal, impose conditions on such acceptance.
Proposal Evaluation 1.12
(1) In the event that more than one Proposal is received by the same Proponent, only the
last Proposal received will be considered.
(2) The Proponent acknowledges that the Town may rely on the criteria which the Town
deems relevant, even though such criteria may not have been disclosed to the
Proponent. By submitting a Proposal, the Proponent acknowledges the Town’s rights
under this section and absolutely waives any right, or caused of action, against the
Town and its consultants, by reason of the Town ’s failure to accept the Proposal
submitted by the Proponent, whether such right or cause of action arises in contract,
negligence or otherwise.
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(3) An Evaluation Committee will evaluate each of the RFP’s received in accordance with
the evaluation criteria as set out below using a consensus approach. The Committee
reserves the right to enter into further discussions in order to obtain information that will
allow the Committee to reach a decision with a Proponent, and to waive irregularities
and omissions if, in doing so, the best interest of the Town will be served.
(4) The Town reserves the right to interview the top scoring Proponents that submits a
Proposal to provide the evaluation team with additional insight into the Proponent’s
ability to meet the requirements as requested in the RFP. The interviews, if conducted,
would be performed by the Evaluation Committee prior to RFP award.
(5) The Town may not award this RFP to any Proponent not having the required
experience to ensure acceptable performance and completion of the Proposal. Any
Proponent submission may be considered non-compliant if reference checks or past
experience is deemed unsatisfactory, in the sole opinion of the Town. The Town
reserves the right to contact references provided by the Proponent and include this
information within the total score of the Proponents Corporate Qualifications and
Experience criteria.
(6) Proponents should prepare their Proposals providing straightforward and detailed
description of their ability to satisfy the requirements of this RFP. Failure of
Proponents to provide the appropriate information or materials in response to each
stated requirement or request for information may result in lower scores during the
evaluation or may result in the rejection of their Proposal.
(7) Each Proposal shall demonstrate a thorough understanding of the Terms of Reference
and be organized so as to follow the Contents of Submission. The Proponent with the
highest total score will be recommended to be selected as the successful Proponent. By
responding to this RFP, Proponents agree to accept the recommendations of the
Evaluation Committee.
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(8) Selection of a Proponent will be based on, but not solely limited to, the following criteria
and weighting:
ITEM DESCRIPTION EVALUATION AREA POINTS
1
CORPORATE
QUALIFICATIONS &
EXPERIENCE
DEMONSTRATED ABILITY ON SIMILAR
PROJECTS. POSITIVE REFERENCES 15
2 PROJECT TEAM QUALIFICATION AND EXPERIENCE OF
PROJECT TEAM 15
3 APPROACH AND
METHODOLOGY
THOROUGH UNDERSTANDING OF THE
PROPOSED TASKS, ABILITY TO CONVEY THAT
UNDERSTANDING MEETING ALL
REQUIREMENTS
25
5 SCHEDULE &
WORK PLAN
PROPONENTS SCHEDULE MEETS
REQUIRED TIMELINES 20
6 PROPOSED FEE TOTAL UPSET PRICE 25
TOTAL 100
(9) The Proposed Fee fees shall be based on a cost matrix identifying the staff required
(i.e., the number of hours) for the tasks identified in the Terms of Reference. Subtotal
figures for each task and each major task shall be shown. For example, field inventory
data collection is a major task. The total fee submitted shall be equal to the product of
the total number of person hours and the stated hourly rates for each staff member,
plus disbursements.
All expenses/disbursements associated with each task in the project scope shall be
individually identified within the total proposed fee. All fees are to exclude any
applicable taxes (i.e. Harmonized Sales Tax) and shown separately in the Propo sal
and all future invoices
Disbursements will be reimbursed at cost and must be job related. Backup
documentation for all disbursements is to be submitted with each invoice. Operating
and overhead expenses will not be considered as a disbursement. The following are
examples of acceptable and unacceptable disbursements:
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Airport Master Plan
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Acceptable Disbursements: Travel – Automobile
Printing and Reproduction
Meals
Communications (telephone bills)
Unacceptable Disbursements: AutoCAD Charges
Computer Charges
Equipment Charges (unless clearly identified
in proposal)
Information Technology Charges
Describe in detail the basis upon which the fee is based, and clearly outline the cost of
any exclusion, provisional and/or discretionary items, which may impact the proposed
fee.
It is the Evaluation Committee’s intention to normalize the Proponent Proposed Fee to
ensure that assumptions made by each Proponent are comparable. The normalized
figures will be used in the Proposal Fee component of the evaluation.
The lowest fee proposed for the entire project shall be awarded the full amount of
points available for the fee portion of the evaluation. All higher fees proposed shall be
awarded points, rounded to the closest full point. Evaluation of the proposed fee for
scoring is based on the following formula:
Lowest Bid x (Maximum Points for Proposed Fee) = Points
Proposed Bid
For example: if the low fee is $30,000, 2nd low fee is $40,000 and 3rd low fee is $50,000
their respective scoring would be as follows:
a. The proponent with the low fee of $30,000 would be awarded 25 points
b. The proponent with the 2nd low fee of $40,000 would be awarded points as
follows:
$30,000 x 25 = 19 Points
$40,000
c. The proponent with the 3rd low fee of $20,000 would be awarded points as
follows:
$30,000 x 25 = 15 Points
$50,000
This formula would be applied to the balance of proposals received.
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Consulting Services for
Airport Master Plan
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Award and Execution of Agreement 1.13
(1) Proponents shall not issue or make any statements or news releases concerning their
Proposal, the RFP process, the Town’s evaluation of Proposals, or the Town’s award
or cancellation of the RFP process without the express written consent of the Town.
(2) The Proponent agrees that the Town shall not be deemed to be the employer of the
Proponent nor its personnel under any circumstances whatsoever.
(3) The successful Proponent shall be allowed ten (10) working days from notification of
acceptance in order to acquire and provide the required documentation listed below
prior to the execution of the Agreement. If the Proponent for any reason defaults or
fails to provide the necessary documentation the Town reserves the right to accept the
next most suitable Proponent proposal:
a) Workplace Safety and Insurance Board
A copy of the Proponents Certificate of Clearance from the Workplace Safety and
Insurance Board must be submitted by the Proponent upon notification of award
of the Contract and prior to commencing any work. Clearance Certificates shall be
renewed every ninety (90) days (minimum) during the term of the Agreement.
b) Insurance Requirements
Throughout the term of the Agreement, the successful Proponent will be required
to obtain and keep in full force and effect the required insurance policy(s) as set
out in Section 8 of the Consultant Agreement attached hereto as Appendix A.
The successful Proponent shall provide the Town with a Certificate of Insurance
acceptable to the Town and, if requested by the Town, certified copies of the
insurance policies. If the Certificate of Insurance is provided in a non-original form
(e.g. a facsimile, photocopy or scanned electronic copy), the Proponent
acknowledges and agrees that the Town is fully entitled to treat any such
Certificate as an original and that the Proponent will be responsible for the
accuracy and validity of the information contained therein .
Any Proponent whether party or persons, bidding on any Town of Tillsonburg
project and the like shall not impose any limitations on liability for any negligence
in connection with any work or project to be undertaken .
c) Health & Safety
The successful Proponent, upon request, will provide the Town, prior to
commencement of work, with a written copy of the Health and Safety Policy for their
firm along with Health and Safety procedure(s) relevant to the work to be
performed.
The Proponent will be expected to work in accordance with the Occupational Health
and Safety Act (re: duties of Constructors and duties of employers) and applicable
regulations. Health and Safety legislation and Environmental legislation and
regulations are considered the minimum requirement the Proponent must meet.
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Airport Master Plan
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In order to avoid any misunderstanding as to the nature of work to be performed
herein, the Proponent unequivocally acknowledges that it is the constructor within
the meaning of the OHSA, and the Proponent undertakes to carry out the duties
and responsibilities of a constructor with respect to the work.
Upset Limit 1.14
The estimate submitted by the Proponent shall be the upset limit and the Proponent shall
not be paid in excess of the upset limit without the prior written approval of the Town.
Any work that is felt to be outside the scope of the Terms of Reference must be identified
and discussed with the Town’s Project Manager for authorization and resolution. If additional
costs are to be incurred over the upset limit, written authorization to proceed must be
obtained prior to the commencement of the additional work.
Further, no invoice will be honoured for any work whatsoever that was not authorized by the
Town’s Project Manager in writing. Verbal authority, regardless of the source, will not be
honoured in considering invoices.
Invoicing 1.15
The successful Proponent is required to provide an invoice on a regular basis, a minimum of
once per month. Invoices submitted require:
a) Upset limit;
b) Current and to-date expenditures per task with percentage completion;
c) A history of all invoices submitted showing the amount;
d) Budget remaining;
e) Summary of work completed for the current period.
Any invoice received, which does not meet the above requirements, will be returned unpaid.
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Consulting Services for
Airport Master Plan
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2.0 TERMS OF REFERENCE
Background 2.1
The Tillsonburg Regional Airport is located in the Township of Southwest Oxford,
approximately 7 km north of the Town of Tillsonburg. The Airport is accessed from Highway
19 and is only 15 km south of Highway 401. It is comprised of a lighted paved runway (08-
26) 5,502 feet long by 100 feet wide and 2 grass runways (02-20 & 32-14) which are 2,300
feet long by 75 feet wide.
The Royal Canadian Air Force originally built the Airport as an emergen cy grass airfield to
support flying training during the Second World War. Three grass runways each 2,600 feet
in length were defined in the typical military triangular configuration of the time. The Town of
Tillsonburg leased the Airport from the Federal G overnment in the late 1950's. As part of the
conditions of lease prior to ownership, the Town contributed funding towards Airport
improvements. In the 1970’s the Town reconstructed and paved the primary runway (08 -26)
and constructed an exit taxiway, an apron on the south side of the runway, added fuelling
facilities and aircraft hangers and constructed a terminal building. The Town took over
ownership and administration of the Airport in 1981. In 2009 through Federal grant funding
the Town rehabilitated the existing 4,002 foot main asphalt runway and lengthened the main
runway to 5,502 feet as well as constructing a new Airport Terminal Building.
The Airport is also home to a flight school, an onsite restaurant, and 22 privately owned
hangars as well as the Canadian Harvard Aircraft Association (CHAA) headquarters who
maintain a fleet of Harvard aircraft at the Airport.
Introduction 2.2
The Town of Tillsonburg is now seeking a qualified consultant (hereinafter referred to as
“Consultant”) with expertise in aviation, airport management and operations, and
experienced in Master Plan development related to Airports or Aerodromes to provide the
necessary professional services to develop, evaluate and report on the following scope of
work.
Scope of Work 2.3
The Town of Tillsonburg seeks to develop an Airport Master Plan to guide future
development of Tillsonburg Regional Airport (CYTB). The proposal should be innovative and
may include a methodology and recommended changes which they believe best meet the
project mandate.
Approach to Master Plan:
The Master Plan is intended to be an action oriented, working document that identifies the
future development of the Airport in a practical, environmentally sustainable manner. The
Proponent is to review and incorporate, where appropriate, current plans u nderway or
recently completed. It is imperative that the Master Plan does not duplicate work already
addressed by past studies. Furthermore, the focus of the study is to be primarily confined to
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Consulting Services for
Airport Master Plan
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the analysis and development of an action plan that is relevant to the Tillsonburg airport and
the greater Oxford County communities.
Project information to be considered:
1) Transport Canada Master Plan 1988
2) Feasibility Study 2010
3) Feasibility Study 2019
4) Airport Development Guidelines 2020
5) Drainage Drawing 2020
6) Hangar layout General Aviation Drawing 2020
7) Access Road layout Drawing 2020
Planning Process:
The Airport Master Plan will provide a fundamental planning and vision document that will
guide the growth of CYTB over the next 20 years. Work for the study s hall include, but is not
limited to the following elements:
a) Airport Profile
Airport history
Regional Role
Socioeconomic Context
Activity Types
Vision Statement
b) Stakeholder Engagement;
c) Airport Requirements
Airside system (e.g. runways, taxiways and aprons)
Airport support services (e.g. fueling, navigation aids)
Groundside system (e.g. vehicular traffic, parking)
Development lots
Terminal building expansion (determine when it is required and what is the
appropriate expansion size increase)
Utilities (e.g. water, septic, hydro) ( required for Future growth needs)
d) Land Use Plan
Land uses in vicinity of airport
Potential Conflicts
Possible land acquisition
e) Environmental Impact
Baseline and Future Noise Contours
Environmental impact of recommended Capital Projects
Recommendations for mitigation of adverse impacts
f) Airport Development Plan
Guide implementation of future Capital Projects
Cost efficiencies opportunities and implementations
Preliminary airside infrastructure design (TP312 5th Edition)
g) Socioeconomic Activity
Obtain socioeconomic factors that are likely to affect air transportation demand in
the region
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Consulting Services for
Airport Master Plan
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h) Capital Forecast Plan;
Short term Forecast ( 5 year)
Long term Forecast ( 20 year)
i) Financial Forecast to parallel the Capital Forecast;
j) Business Development and Marketing Plan
Identify contribution of airport to regional economy
Identify revenue generation
Identify and create marketing plan for development opportunities
k) Consultation with NAV Canada and Transport Canada to ensure current and anticipated
regulations are met;
l) Short, Medium and Long Term Land Use with respect to zoning
Examine current Airport land capacity and determine what future land maybe
required;
Identification of lands that must be reserved to support core aviation se rvices,
passenger and administrative needs;
Establish highest and best use of land development recognizing the potential of
each area;
Guidelines that would provide interim and long term ancillary uses of airport
lands that would not interfere with the 20 year requirement of reserving lands for
core aviation purposes
m) Provide analysis for:
General aviation activities
Commercial and Industrial land uses/development
Emergency response services
The primary strategic direction of the Airport Master Plan will be to manage and operate the
airport in a safe, secure and efficient manner. The Consultant should consider regional
context, community role, commercial revenue and economic drivers to achieve ongoing
financial viability.
Deliverables 2.4
2.4.1 Draft Report
The successful Proponent is responsible to submit three (3) hardcopies of the Draft
Report to the Town for their review. The Draft Report shall contain a minimum of the
following:
Executive Summary;
Airport requirements;
Airport Development Plan;
Divesture options;
Short, medium and long term forecast;
Other General Items;
Conclusion and Recommendations
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Airport Master Plan
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Town staff will review the Draft Report and provide one set of consolidated comments
per draft to the Proponent. The comments received from Town staff on the Draft Report
must be addressed and incorporated into the Final Report by the successful Proponent.
All draft reports must meet the project-specific format and content expectations for the
project and be acceptable to the Town. The Town, at its sole discretion may reject any
“draft” report it deems as unsuitable, prior to the Town doing a review of the draft. All
costs associated with the rejection and resubmission of drafts will be the Proponents
responsibility. No additional payments will be made. All reports are to be free of
spelling and grammatical errors, and shall incorporate alterations for the review of the
draft report, and shall be packaged in an aesthetic and professional manner.
2.4.2 Final Report
The successful Proponent shall submit three (3) hardcopies and two (2) electronic
copies, one in Microsoft Office and one in Adobe Acrobat PDF format, of the Final
Report within 14 days after receiving Draft Report comments from the Town.
Upset Limit 2.5
The estimate submitted by the Proponent shall be the upset limit and the Proponent shall not be
paid in excess of the upset limit without the prior written approval of the Town.
Any work that is felt to be outside the scope of the Terms of Reference must be identified and
discussed with the Town’s Project Manager for authorization and resolution. If additional costs
are to be incurred over the upset limit, written authorization to proceed must be obtained prior to
the commencement of the additional work.
Further, no invoice will be honoured for any work whatsoever that was not authorized by the
Town’s Project Manager in writing. Verbal authority, regardless of the source, will not be
honoured in considering invoices.
The Proponent shall summarize an Upset Limit that presents the core services and provisional
items quantified separately for the purpose of evaluating the effectiveness of awarding the
provisional items with the core services. The Total Upset Limit being considered as part of the
cost evaluation will include the cost of core services and provisional items.
Project Schedule 2.6
The following should be included as milestone dates in the submitted project schedule.
Milestone dates are further summarized in Table 1 below.
Project Start up Meeting – within 1 week of award to outline the Proponents
schedule and proposed plan for project completion, approximately two (2) hours in
length located at the Corporate Office.
Project Progress Meetings – will be held every 4-6 weeks to update the progress
and report on any problematic issues arising during the project, approximately one
(1) hour in length located at the Corporate Office.
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Airport Master Plan
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o For each meeting, the Consultant shall be responsible for providing a meeting
agenda no later than two (2) business days before the meeting and provide
meeting minutes within five (5) business days of the meeting date.
o Additional meetings may be warranted depending on the Proponents
proposed plan for completion. The Proponent shall identify an hourly rate for
meetings.
Table 1 – Milestone Schedule
3.0 CONTENTS OF SUMBISSION
Submissions must include, at a minimum, the following information, and be assembled in the
following order.
Corporate Qualifications and Experience 3.1
Include a brief summary of your firm’s background, area of expertise, location of office(s),
organization chart, and number of employees. List any sub -consultants you will be using,
including their background, expertise, location, and number of employees. Respondents
shall include at least three (3) Project Abstracts that outline previous projects with similar
consulting service, analysis, and document preparation. The referenced projects shall be
of a similar or greater cost and magnitude that have been successfully completed by their
firm in the past five (5) years. The project descriptions shall include the project value,
Milestone Date
Start-up Meeting Within one (1) week of Award
Draft Report Within three (3) months of Award
Final Report Within two (2) weeks of receiving comment
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comparison of budget versus actual, project constraints, location, client names, and
contact name, title, email, phone, and address such that Town staff can contact.
Project Team 3.2
Provide a brief resume of the Project Manager and Support Staff that would be directly
involved in the project, indicating relevant experience, qualifications, credentials, and
notable achievements in the area of this work assignment. A CV is to be provide d for the
Project Manager and each of the committed key technical staff intended to be involved
with the project and clearly indicate what role and responsibility each Manager and Staff
will play. The Town must be informed and approve any changes or subst itution of key
personnel for this project. A Project Personnel table shall outline by task the key personnel
and hours assigned to the project, as well as total task and project hours.
Approach and Methodology 3.3
Respondents are to confirm their understanding of the scope of work and clearly define
and/or describe how their proposed approach would meet those requirements, including
the sequence and timing of milestones, the respective expertise involved and their time
allocation for each. The work plan should include a scheduling of activities and resources
necessary to meet the project objectives, including the provision of quality assurance and
quality control plan which provides for senior technical review of all project activities.
Schedule of Work 3.4
Respondents shall indicate when work would commence and approximately how long it
would take to complete the assignment. Meeting dates, milestones, other key events, and
major project deliverables should be clearly identified on the project schedule. The
schedule should identify the critical path delineating what staff resources will be required
and when they will be required. This portion of the proposal would ideally be provided in
Microsoft Project or similar scheduling format.
Appendices 3.5
Respondents are to include any additional information regarding their firm and/or services
that could prove beneficial to the evaluation team in accessing their submission.
Pricing Details 3.6
This section will contain a detailed cost breakdown summarized by a total upset price
broken into relevant sub-sections such as:
Total Project Management and correspondence
Meetings (start-up and progress meetings)
Governance Models
Revenue Strategies
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Airport Master Plan
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Disposal Options
Risk Assessment
Other General Items
The itemized cost of any additional works anticipated by the consultant above the
task outlined in the RFP.
Project Personnel Table 3.7
The Project Personnel table shall outline by task the key personnel, hourly rates, hours
assigned to the project and associated task, and project totals.
The Proponent should also include the following:
Staff per diem charge out rates
Cost to attend additional meetings at the Corporate Office
Provide a detailed schedule indicating the start date and the anticipated duration
of each task, together with the timing of key milestones and meetings.
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Airport Master Plan
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PROPONENT INFORMATION AND DECLARATION FORM
PROPONENTS must complete this form and include it with their Submission. Please ensure
all information is legible.
1. Bidder’s Contact Individual
2. Office Phone #
3. Toll Free #
4. Cellular #
5. Fax #
6. E-mail address
(1) Time Open for Acceptance
This offer is irrevocable and is to continue open to acceptance by the Town for a period of sixty
(60) calendar days after the date and time of this RFP closing. The Town at any time within the
above sixty (60) calendar day period accept this Proposal whether or not any other Proposal
has previously been accepted, upon notice of acceptance in writing to me/us through a ny of the
contact information methods provided on the Form of Proposal page of this RFP.
(2) Addenda
I/We acknowledge that I/We have received addenda numbered to inclusive and that
the pricing quoted includes the provisions set out in such addenda.
(3) No Collusion
I/We hereby declare that no person, firm or corporation other than me/us has any interest in this
Proposal or in the RFP award for which this Proposal is made. I/We further declare that this
Proposal is made without any connection to, comparison of figures, arrangements with or
knowledge of, any other corporation, firm or persons making a Proposal for the same work and
is in all respects fair and without fraud or collusion.
(4) Conflict of Interest
I/We declare, to the best of my/our knowledge and belief, that no elected or appointed officer or
member of committees and or employee of the Town of Tillsonburg is, has or will have an
interest indirectly or directly as a contracting party, partner, shareholder, surety or otherwise in
the performance of the Proposal, or in the supply, work or business to which they relate or in any
portion of the profits thereof, or in any of the monies to be derived there from.
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Airport Master Plan
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(5) Interpretation
I/We confirm that I/we have received no oral communication, representation, information,
instruction or advice (collectively referred to as “representation”) from any officer, employee,
agent, or any other person acting on the behalf of o r at the direction of the Town which in any
way amends or modifies the content of this Request for Proposals, any addenda thereto, or any
performance of services, works, obligations or responsibilities or the exercise of any rights
thereunder or with respect thereto. I/We specifically release and waive any right and claim I/we
may have to a claim for negligence, misrepresentation, misstatement or otherwise for any oral
communication or representation whatsoever.
I/We acknowledge and agree that I/we have not assumed that any information concerning our
operations, business or personnel or any other information required to be provided by me/us
when submitting our Proposal is known to the Town, regardless of whether such information
may be actually previously known to the Town or not.
I/We further acknowledge and agree that all statements, schedules and other information
provided in this Proposal are true, complete and accurate in all respects.
I/We confirm that the party executing this Proponent Declaration is authorized to sign the same.
THIS DAY OF 2019
Per:
(Printed Name of Officer)
(Original Signature)
(Position of Signing Officer)
THIS FORM IS A MANDATORY REQUIREMENT FOR THE SUBMISSION
TOWN OF TILLSONBURG OPERATIONS DEPARTMENT RFP 2019–005
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Airport Feasibility Analysis
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APPENDIX A
Draft Consultant Agreement
Town of Tillsonburg Consultant Agreement
Page 1 of 17
TOWN OF TILLSONBURG
CONSULTANT AGREEMENT
THIS AGREEMENT made the day of , 2019.
BETWEEN:
_________________________________
(hereinafter called the “Consultant”)
OF THE FIRST PART
- and -
THE CORPORATION OF THE TOWN OF TILLSONBURG
(hereinafter called the “Town”)
OF THE SECOND PART
WHEREAS the Town requested Proposals from interested proponents for the provision of
consulting services for as described in Schedule “A” attached hereto;
AND WHEREAS the Consultant submitted a proposal dated 2019 attached hereto
as Schedule “B”;
AND WHEREAS the Town wishes to retain the Consultant to deliver the Services as set out in
this Agreement;
AND WHEREAS the Consultant has represented to the Town that it has the skills and ability to
deliver the Services to the Town in an effective and efficient manner;
NOW THEREFORE in consideration of the mutual covenants herein contained and the
provision of other good and valuable consideration (the receipt and adequacy of which is
acknowledged) the Parties hereto agree as follows:
1 Definitions
1.1 “Agreement” means this agreement to provide the Services to the Town and includes
any amendments, supplements, schedules, exhibits or appendices attached, referencing
this agreement, or expressly made a part hereof.
1.2 “Confidential Information” means any and all material and information whatsoever
of the Town and/or representatives of the Town which has or will come into the
possession or knowledge of the Consultant or any Consultant Personnel in connection
with or as a result of the relationship of this Agreement including, without limitation,
Town of Tillsonburg Consultant Agreement
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information concerning the Town’s past, present and future clients, suppliers, and
business. For the purposes of this definition, “information” and “material” includes
know-how, data, patents, copyrights, trade secrets, processes, techniques, programs,
designs, formulae, marketing, advertising, financial, commercial, sales, or
programming materials, written materials, agreements, draft agreements, requests for
proposals, compositions, drawings, diagrams, computer programs, studies, work-in-
progress, visual demonstrations, ideas, concepts, and other data, in oral, written,
graphic, electronic, or any other form or medium whatsoever. Notwithstanding the
foregoing, Confidential Information does not include the following information:
(a) information which is in the public domain when it is received by or becomes
known to the Consultant or Consultant Personnel or which subsequently enters
the public domain through no fault of the Consultant or Consultant Personnel
(but only after it enters the public domain);
(b) information which is already known to or in the possession of the Consultant or
Consultant Personnel at the time of its disclosure to the Consultant or
Consultant Personnel by the Town and/or representatives of the Town and is not
the subject of an obligation of confidence of any kind;
(c) information which is received by the Consultant or Consultant Personnel
without an obligation of confidence of any kind from any person (other than the
Town and/or representatives of the Town); and
(d) information which is disclosed by the Consultant or Consultant Personnel
pursuant to a requirement of law or of a governmental agency or by operation of
law, provided that the Consultant or Consultant Personnel has disclosed only
that part of the Confidential Information which it was required to disclose and
has notified the Town prior to such disclosure in a timely fashion in order to
permit the Town to attempt to prevent or restrict such disclosure should it so
elect.
For greater clarity, Confidential Information shall include materials and information of
a third party in the possession of the Town and/or representatives of the Town.
1.3 “Consultant Personnel” means individuals employed, retained by or acting on
behalf of the Consultant or a permitted subconsultant of the Consultant.
1.4 “Project Schedule” means the intended start and finish dates for the Services as
proposed by the Consultant and approved by the Town and as otherwise provided in
the Proposal and this Agreement.
1.5 “Proposal” means the proposal submitted to the Town by the Consultant and attached
hereto as Schedule “B”.
1.6 “Services” means the services to be furnished by the Consultant to the Town pursuant
to this Agreement, as specified in the scope of work described in Schedule “A” and as
identified in Schedule “B” attached hereto.
Town of Tillsonburg Consultant Agreement
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2 Services of the Consultant
2.1 The Consultant shall provide to the Town the Services in accordance with the terms
and conditions of this Agreement and agrees to undertake the scope of work described
in Schedule “A” and perform the consulting services identified in Schedule “B” for the
Town.
2.2 The scope of work described in Schedule “A” and the consulting services identified in
Schedule “B” may be amended or otherwise modified by agreement in writing by the
Town and the Consultant and attached to this Agreement and, thereafter, the Services
shall be deemed to include the services described in such amended scope of work
and/or consulting services.
3 Level of Services
3.1 Unless otherwise expressly specified in this Agreement, the Consultant agrees to
supply at its sole cost and expense all staff, equipment, accommodations,
disbursements and technical assistance necessary to perform the Services to be
furnished under this Agreement and assume all overhead expenses in connection
therewith, to the reasonable satisfaction of the Town.
4 Commencement and Prosecution of Work
4.1 The Consultant shall commence work pursuant to this Agreement when directed by
the Town. The Consultant shall proceed with due dispatch to ensure that its
obligations are completed as quickly as reasonably possible, but in any event to be
completed before the completion date set out in Schedule “A”. The Town shall give
due consideration to all plans, drawings, reports, tenders, proposals, and other
information provided by the Consultant and shall make any decisions which it is
required to make in connection therewith within a reasonable time so as not to delay
the work of the Consultant.
4.2 That in case all the work called for under the Contract is not finished or completed
within the date of completion specified, damage will be sustained by the Corporation,
and that it is and will be impracticable and extremely difficult to ascertain and
determine the actual damage which the Corporation will sustain in the event of and by
reason of such delay and the parties thereto agree that the Contractor will pay to the
Corporation Liquidated Damages for each and every calendar days delay in finishing
the work beyond the date of completion specified as follows:
A sum of $200.00 per calendar day for each and every calendar day delay in
completing the work beyond the specified date of completion.
It is agreed that this amount is an estimate of actual damage to the Corporation which
will accrue during the period in excess of the prescribed date of completion.
The Corporation may deduct any amount under this paragraph from any monies that
may be due or payable to the Contractor on any account whatsoever. The Liquidated
Damages payable under this paragraph are in addition to and without prejudice to any
other remedy, action or other alternative that may be available to the Corporation.
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4.3 The Town shall be entitled to terminate this Agreement at any time without cause,
whether or not the Consultant has breached or failed to perform any of its obligations
to the Town under this Agreement, and in the event of such termination, the
remuneration payable to the Consultant shall be determined by calculating the
proportion of the work completed and applying that proportion to the fees payable
hereunder for the Services.
5 Total Contract Price
5.1 In consideration of the Services provided by the Consultant, the Town agrees to pay
the Consultant the sum of <WRITTEN NUMERIC WORDS> dollars and xx/100
($XX,XXX.XX). The sum of payment includes all fees, disbursements and applicable
taxes, except for H.S.T. which (if applicable) shall be included in each invoice
submitted to the Town and the Town agrees to pay such applicable H.S.T. to the
Consultant.
5.2 In each invoice submitted to the Town, the Consultant shall include all applicable
Taxes. The Consultant shall remit all applicable Taxes to the applicable taxing
authorities as required by law. The Consultant hereby covenants and agrees to
indemnify the Town and save it harmless from and against all liabilities and claims
whatsoever against the Town, including, without limitation, fines, penalties and
interest thereon, for or by reason of or in any way arising out of its failure to deduct,
withhold or contribute any amount in respect of its payments to the Consultant
pursuant to this Agreement. Such liabilities and claims shall include, without limiting
the generality of the foregoing, federal or provincial income taxes, federal or
provincial pension plan contributions, unemployment insurance premiums, workers’
compensation premiums and contributions under any federal or provincial social
insurance or income security programs.
5.3 Notwithstanding subsection 5.1 above, the parties may agree on the performance of
extra work by the Consultant. Any such extra work must have been approved in
writing, in advance, by the Town and, failing such approval; no payment shall be
made in respect of same.
6 Payment
6.1 Payments shall be made to the Consultant by the Town, to the limits established in
Section 5 of this Agreement, in accordance with invoices from the Consultant
detailing charges owing and based on the completion of tasks outlined in the
Consultant’s Proposal and Project Schedule. Valid invoices submitted to the Town
with respect to Services shall, subject to the terms and conditions of this Agreement be
paid by the Town within 30 days of receipt by the Town of the applicable invoice.
6.2 Progress payments for the Services performed by the Consultant shall be made only
where expressly agreed in writing by the Town. A claim for a progress payment made
by the Consultant shall not include any aspect of the Services not yet fully and
properly performed.
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6.3 If any Services under the Agreement are included by the Consultant in its progress
claims as partially or fully completed, but are not completed in accordance with the
Agreement or are not otherwise completed to the Town’s satisfaction, the Town may
withhold from payment the total amount payable, or a part thereof, for those Services
until they are completed or corrected to the full satisfaction of the Town.
6.4 Where a contingency allowance is provided for in the Agreement, the Consultant shall
not be entitled to payment of the whole or any part of that amount, except to the extent
that it can be shown that extra or additional Services have been carried out by the
Consultant beyond that contemplated within the Agreement, and those extra Services
have been approved in writing, in advance, by the Town’s Project Manager or contract
representative as set out in this Agreement.
7 Term
7.1 This Agreement shall commence on the date set forth above and, subject to earlier
termination as provided for in this Agreement, continue in effect until the completion
date identified in Schedule “A” (the “Term”).
7.2 The Town will have the option to extend this Agreement for satisfactory completion of
the Services herein provided by the Consultant and/or for additional work that may be
required. The Town reserves the right to award any follow-on work to the Consultant
without necessitating a separate procurement process.
7.3 The provisions of and the rights, obligations and liabilities of the parties under
Sections 1, 5, 6, 13, 14, 16 – 31 of this Agreement shall survive the termination of this
Agreement and shall continue in full force and effect thereafter.
8 Insurance Requirements
8.1 Throughout the Term of the Agreement, the Consultant covenants and agrees to
purchase, maintain and keep in full force and effect a policy or policies of:
8.1.1 Comprehensive General Liability Insurance, applying to all operations of
the Consultant subject to limits of not less than five million dollars ($5,000,000)
per occurrence which shall include coverage for personal injury, including death,
broad form property damage, and contingent employer’s liability. The Town
reserves the right from time to time to request greater amounts or other types of
policies appropriate to the work as the Town may reasonably require and the
Consultant agrees to comply with all such reasonable requests made by the Town
in this regard. In addition, any subconsultants have to be approved by the Town
before any work is done and the following insurance and indemnification
requirements and clauses apply to said subconsultants. The insurance policy shall:
a. include as additional insured’s “The Corporation of the Town of
Tillsonburg”, “Tillonsburg Hydro Inc.” and the “County of Oxford”;
b. contain a cross-liability clause, severability of interests clause
endorsement;
Town of Tillsonburg Consultant Agreement
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c. contain a clause including Contractual Liability coverage arising out of the
Agreement;
8.1.2 Automobile Liability Insurance, that complies with all requirements of the
current legislation of the Province of Ontario, having an inclusive limit of liability
of not less than two million dollars ($2,000,000) per occurrence or such greater
amount as the Town may from time to time reasonably request, in respect of the
use or operation of all licensed vehicles owned or leased by the Consultant for the
provisions of Services. The policy must provide coverage for personal injury,
including death or property damage arising out of the ownership, use or operation
of all owned and/or leased automobiles;
8.1.3 Non-Owned Automobile Liability Insurance, in standard form having an
inclusive limit of not less than two million dollars ($2,000,000) per occurrence or
such greater amount as the Town may from time to time reasonably request, in
respect of the use or operation of vehicles not owned by the Consultant for the
provisions of Services;
8.1.4 Professional Liability Insurance (Errors and Omissions), is required and will
have an inclusive limit of not less than two million dollars ($2,000,000) or,
alternatively, the Consultant shall purchase and maintain in force for the duration
of the project, single project Professional Errors and Omissions Liability
Insurance with limits dedicated to the Services and having an inclusive limit of
not less than two million dollars ($2,000,000) per claim. The Consultant shall
ensure any person providing professional service in connection with this
Agreement have and maintain the required Professional Liability Insurance as
described herein.
8.2 Proof of insurance will be submitted by way of an executed Certificate of Insurance in
a form satisfactory to the Town each year and at least ten (10) days prior to renewal of
policy. All requested lines of coverage to be shown on the Certificate of Insurance.
The Consultant shall neither perform nor be remunerated for any Services under this
Agreement unless and until said insurance certificate has been provided and approved
by the Town insurer.
8.3 All such insurance policies shall be maintained in force for the Term and provide that
it is not cancellable or changeable unless prior written notice by mail or facsimile
transmission has been received by the Town from the insurer(s) not less than thirty
(30) days prior to the cancellation date or the date any changes are to take effect with
respect to the policy/policies.
8.4 It shall be the sole responsibility of the Consultant to determine what additional
insurance coverage, if any, are necessary and advisable for its own protection and/or to
fulfill its obligation under this Agreement. Any such additional insurance shall be
maintained and provided at the sole expense of the Consultant.
8.5 The Consultant and the Town agree to immediately notify the other party of an
occurrence, incident, or event which may reasonably be expected to expose any of the
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parties hereto to liability of any kind in relation to the Services and/or this Agreement.
8.6 The issuance of such policies of insurance shall not be construed as relieving the
Consultant from responsibility for other or larger claims, if any, for which is may be
held responsible.
9 Indemnification
9.1 The Consultant shall indemnify and save harmless the Town, its employees, agents,
successors, members and assigns (collectively the “Indemnified Parties”), from and
against all actions, causes of action, suits, claims and demands whatsoever which may
be brought against or made upon any one or more of the Indemnified Parties and
against any and all losses, liability, judgments, claims, costs, demands or expenses
which any one or more of the Indemnified Parties may sustain, suffer, or be put to
resulting directly or indirectly from or as a consequence of or in connection with the
Services provided by the Consultant, including but not limited to those arising out of
the Consultant’s failure to exercise reasonable care, skill or diligence in the
performance or rendering of any work or service required hereunder to be performed
or rendered by the Consultant.
9.2 Without limiting the generality of the foregoing, the Consultant hereby agrees to well
and truly save, keep harmless and fully indemnify the Indemnified Parties from and
against all actions, causes of action, suits, claims and demands whatsoever which may
be brought against or made upon any one or more of the Indemnified Parties, for the
infringement of or use of any intellectual property rights including any copyright or
patent arising out of the reproduction or use in any manner of any plans, designs,
drawings, specifications, information, negatives, data, material, sketches, notes,
documents, memoranda, or computer software furnished by the Consultant in the
performance of this Agreement.
9.3 All goods and services provided to the Town pursuant to this Agreement, including
information, software and other intellectual property, shall be fully warranted against
defects in accuracy, material and workmanship (as applicable) for a warranty period
which commences immediately upon the supply and delivery of the goods and
services, and which terminates one (1) year following the total completion of this
Agreement.
10 WSIB
10.1 The Consultant prior to commencing the Services,
(a) shall submit to the Town an original Clearance Certificate from the Ontario
Workplace Safety and Insurance Board and shall provide additional certificates
with respect to such coverage every ninety (90) days, or as often as the Town
deems necessary during the Term of the Agreement to ensure continued good
standing with the Workplace Safety and Insurance Board; or
(b) furnish proof in a form satisfactory to the Town from the Workplace Safety and
Insurance Board that the Consultant does not require Workplace Safety and
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Insurance Board insurance, but in such a case if the Consultant changes its
status during the term of the Agreement so that such coverage is required, the
Consultant shall immediately provide the Town with the certificate required
under subsection 10.1 (a).
10.2 Where a substantial portion of the work to be done under the Agreement is to be
carried out by a subconsultant, the Town may require the Consultant to furnish the
same evidence as provided under subsection 10.1.
11 Consultant Standard of Care
11.1 During the entire Term of this Agreement, the Consultant shall devote such time and
attention to the performance of the Services as is necessary for the proper and
effective exercise of its obligations under this Agreement. In performing the Services
under this Agreement and in otherwise exercising its powers and discharging its
obligations and duties hereunder, the Consultant shall and shall ensure that all
Consultant Personnel;
(a) act diligently, honestly and in good faith and in the best interests of the Town;
(b) exercise the degree of care, skill and diligence that fully experience, careful and
prudent consultants employing best practices would exercise in comparable
circumstances;
(c) to the best of its ability make every effort to promote the interests and reputation
of the Town; and
(d) to the best of its ability assist the Town in achieving its objectives and goals.
11.2 The Consultant shall act ethically and fairly in all of its dealings with the Town and all
elected or appointed officials, officers, employees and independent contractors of the
Town, and co-operate with them in respect of the discharge of their duties to the
Town.
11.3 The Consultant shall not act in any case where there may be any conflict of interest
between it (or any of its directors, officers, employees, subconsultants or Consultant
Personnel) and the Town. The Consultant shall notify the Town of and fully disclose
to the Town, in writing and immediately upon same becoming known to the
Consultant, any potential or actual conflict of interest that may arise or has arisen prior
to the execution of this Agreement or during the performance of its duties under the
Agreement.
12 Assignment, Subconsulting and Consultant Personnel
12.1 The Consultant shall not sell, assign, convey, transfer or encumber in any manner this
Agreement, any part of this Agreement or any of its rights or obligations hereunder
without the prior written consent of the Town. Any such attempted sale, assignment,
conveyance or transfer in violation hereof by the Consultant shall be void and of not
force and effect.
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12.2 The Consultant is the prime contractor under this Agreement and, as such, no
subconsulting by the Consultant shall relieve the Consultant of any responsibility for
the full performance of all obligations of the Consultant under this Agreement.
Notwithstanding the approval of any subconsultants by the Town, the Consultant shall
assume full responsibility for the performance of the Services in accordance with the
terms of this Agreement, including any activities, works, and/or Services provided by
subconsultants and any acts and/or omissions of subconsultants.
12.3 The Consultant shall provide Consultant Personnel that possess the training and
qualifications required to deliver the Services.
13 Confidential Information
13.1 Upon completion or expiration or earlier termination of this Agreement, whichever
shall first occur, the Consultant shall return to the Town all written or descriptive
matter, including but not limited to drawings, descriptions, or other papers, documents
or any other material, which contains any Confidential Information which is then in
the possession or control of the Consultant or any Consultant Personnel and shall
remove all digital representations thereof in any form from all electronic storage
media in its or their possession or control, and shall certify in writing to the Town that
the Consultant has fully complied with this subsection. Except as expressly provided
in this paragraph, no Confidential Information shall be disclosed without the approval
in writing of the Town, and:
(a) the Consultant shall hold all Confidential Information in trust and strictest
confidence for the Town and shall not disclose any such Confidential
Information, by publication or other means, to any person, company or other
government agency nor use same for any other project other than for the benefit
of the Town as may be authorized by the Town in writing;
(b) any request for such approval by the Town shall specifically state the benefit to
the Town of disclosure of Confidential Information;
(c) any use of the Confidential Information shall be limited to the express purposes
as set out in the approval of the Town;
(d) the Consultant shall not, at any time during or after the Term of this Agreement,
use any Confidential Information for the benefit of anyone other than the Town;
(e) the Consultant shall not make any copies or partial copies of the Confidential
Information except as required for its permitted use as described herein or as
otherwise authorized in writing by the Town. The Consultant shall take all
reasonable steps to protect the Confidential Information to ensure that
Confidential Information is not disclosed, distributed or used in violation of the
provisions of this Agreement; and,
(f) the Consultant shall ensure that all Consultant Personnel having access to the
Confidential Information comply with this Section of the Agreement.
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13.2 The Consultant acknowledges that disclosure of Confidential Information may cause
serious and irreparable harm to the Town which cannot be adequately compensated for
in damages and accordingly agrees that the Town shall be entitled to obtain injunctive
relief, in addition to any other appropriate remedy, to prevent such disclosure.
14 Right of Ownership and Use
14.1 Upon completion or other termination of this Agreement, all information, negatives
from original photography, computer software, data, material, sketches, plans, designs,
notes, documents, memoranda, specifications or other paper writing gathered,
assembled, or prepared by the Consultant and/or Consultant Personnel (hereinafter
collectively referred to as "the material") shall become the sole property of the Town
including copyright with respect to all such material. The Consultant shall execute any
documents required to give effect to the foregoing.
14.2 The Consultant waives in whole and in part any and all moral rights arising under the
Copyright Act in the material as against the Town and anyone claiming rights of any
such nature from or through the Town. Further, the Consultant represents and warrants
that its employees, servants, subconsultants and agents (Consultant Personnel) have
waived or shall waive in whole and in part any and all moral rights arising under the
Copyright Act in the material as against all parties, including the Consultant and the
Town, and anyone claiming rights of any such nature from or through the Town.
14.3 The Consultant acknowledges and agrees that, as a consequence of the assignment and
waiver as herein stated, all rights which may subsist in the material shall be and
remain the sole and exclusive property of the Town and the material shall be treated as
Confidential Information.
15 Accessibility for Ontarians with Disabilities Act, 2002 and Barrier Free Design
Guidelines
15.1 The Town is committed to providing equal treatment to people with disabilities with
respect to the use and benefit of Town services, programs, and goods in a manner that
respects their dignit y and that is equitable in relation to the broader public.
15.2 Effective 1 January 2010, third party contractors who deal with the public or other
third parties on behalf of the Town, as well as vendors who participate in developing
Town policies, practices or procedures governing the provision of goods and services
to members of the public or other third parties, must conform with the Accessibility
Standards for Customer Service, O. Reg. 429/07 (Appendix A) (“Regulation”), under
The Accessibility for Ontarians with Disabilities Act, 2005 (AODA).
15.3 Pursuant to Section 6 of the Regulation, the Consultant shall ensure that all of its
employees, agents, volunteers, or others for whom it is at law responsible, receive
training about the provision of the goods and services contemplated herein to persons
with disabilities. Such training shall be provided in accordance with Section 6 of the
Regulation and shall include, without limitation, a review of the purposes of the Act
and the requirements of the Regulation, as well as instruction regarding all matters set
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out in Section 6 of the Regulation. Where requested by the Town, the Consultant shall
provide written proof that employees working with Town staff and/or public have
been trained as required under the act as well as any documentation regarding training
policies, practices and procedures.
16 Consultants Default and Town’s Remedies
16.1 The provisions of this section are in addition to any other rights, privileges and
remedies to which the Town is entitled by Law, in equity or otherwise in the
Agreement.
16.2 The following shall constitute, without limitation, acts or events of default (“Default”)
by the Consultant:
(a) where the Consultant fails or neglects to commence or to proceed with the
provision of Services diligently and at a rate of progress that in the opinion of
the Town will ensure entire completion within the time provided for in the
Agreement;
(b) where the Town reasonably determines that the Consultant has abandoned its
duties with respect to the Services or failed to observe and perform any of the
provisions of the Agreement, the determination of which shall be at the sole
discretion of the Town;
(c) where the Consultant fails to comply with and maintain in good standing any
insurance policies, professional certificates, permits, licences or approvals
required by the Agreement or commits any acts or omissions that jeopardizes or
may jeopardize these policies, permits, licences or approvals;
(d) where the Consultant fails to comply with or observe or perform, or breaches or
violates, any provision, term, covenant, warranty, condition, responsibility
and/or obligation of the Agreement;
(e) where the Consultant fails to comply with any laws, statutes, rules or
regulations;
(f) where the Consultant fails to comply with any instruction or direction of the
Town;
(g) where the Consultant defaults in the completion of the Services within the time
limit under the Agreement or within a Town-extended time limit;
(h) where the Consultant makes an assignment for the benefit of creditors or
becomes bankrupt or insolvent, or makes a proposal to its creditors.
16.3 Without restricting, limiting, precluding or otherwise prejudicing any other right,
privilege or remedy of the Town provided in this Agreement or by law or in equity, in
the event that the Consultant has committed an act of Default or an event of Default
has occurred, the Town may provide written notice (“Default Notice”) to the
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Consultant to the effect that if the Consultant does not completely remedy the Default
to the satisfaction of the Town within three (3) business days of delivery of the Default
Notice, or such other period of time as may be specifically provided for under the
Agreement or otherwise granted by the Town in writing, in its absolute discretion,
then the Town may terminate the Agreement and/or the Services of the Consultant
immediately.
16.4 If the Default is not completely remedied to the satisfaction of the Town in accordance
with subsection 16.3, the Town may terminate the Agreement immediately and
enforce any performance bond, letter of credit or other performance security provided
by the Consultant (where applicable).
16.5 A waiver of a Default shall not extend to, or be taken in any manner whatsoever to
affect the rights of the Town with respect to any subsequent default, whether similar or
not.
16.6 The remedies provided in this Agreement are in addition to all other legal, equitable or
statutory remedies to which the Town is otherwise entitled, as well as any other
remedies stipulated in the Agreement, and the taking of any one remedy shall not
preclude the taking of any other remedy.
16.7 If the Town terminates the Agreement as a result of an act or event of Default, in
addition to any other rights, privileges and remedies it is entitled to, the Town may:
(a) take possession of all of the work in progress, supplies, goods and materials,
and complete the Services by whatever means the Town may deem appropriate
under the circumstances;
(b) withhold any further payments to the Consultant until the completion of the
Services and the expiry of all obligations; and
(c) recover from the Consultant loss, damage and expense incurred by the Town or
may be incurred by the Town by reason of the Consultant’s default (which may
be deducted from any monies due or becoming due to the Consultant, with any
balance remaining to be paid by the Consultant to the Town).
16.8 Unless the Town otherwise agrees in writing and without limiting any other provision
of this section, the failure, refusal or neglect by the Consultant to deliver the Services
in a diligent manner within the time specified or to promptly replace, remedy or
correct the Consultant’s performance and/or Services as required pursuant to the
Agreement shall be deemed to constitute an authority for the Town to purchase and/or
replace the Services in question on the open market. The Consultant shall forthwith
reimburse the Town for all of its extra costs and expenses incurred to purchase and/or
replace such Services, and the Town’s internal costs and any delay costs.
17 Compliance with Laws
17.1 The Consultant shall comply with all Federal, Provincial and Municipal laws, statutes,
rules and regulations which are in any way related to or connected with the conduct of
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the business of the Consultant, the Services of this Agreement including, but not
limited to, the Occupational Health and Safety Act, or any successor legislation, as
applicable, and to provide to the Town, upon request, reports confirming such
compliance.
17.2 The Consultant shall comply with the Human Rights Code and refrain from acts of
discrimination and harassment in the same manner as would apply to employees of the
Town pursuant to applicable laws and its Code of Conduct.
17.3 The Consultant shall at all times comply with all corporate rules, guidelines and
policies of the Town.
18 Governing Law
18.1 This Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada, as applicable to the matters
herein. Any action or other legal proceeding arising under or with respect to the
Agreement will be determined by a court of (or other forum) of competent jurisdiction
within the Province of Ontario and all courts competent to hear appeals from them.
19 Agreement Non Exclusive
19.1 Unless otherwise expressly provided in the Request For Proposals attached hereto as
Schedule “A” or any Addendum thereto, no Agreement shall be deemed to confer
upon the Consultant an exclusive right to supply those Services to the Town related to
this Agreement or otherwise.
20 Notification
20.1 Any demand, notice, direction or other communication required, or permitted to be
given under this Agreement shall be in writing and shall be addressed to the respective
parties as follows:
The Corporation of the Town of Tillsonburg
200 Broadway St. Unit 204
Tillsonburg, Ontario
N4G 5A7
Attention: Director of Operations
Name of Consultant
Address of Consultant
City, Province
Postal Code
Attention:
20.2 Either party may change its address by notice given in accordance with this section.
Notices may be delivered personally, in which case they shall be effective
immediately, or through regular mail, in which case they shall be effective on the fifth
(5th) day following mailing.
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21 Interpretation
21.1 Words importing the masculine gender shall include the feminine and neuter, and the
singular shall include the plural where the meaning or context so requires and the rest
of the sentence shall be construed as if the grammatical and terminological changes
thereby rendered necessary had been made.
21.2 All captions, titles, and paragraph headings in this Agreement are inserted for
convenience and ease of reference only and do not define, limit or enlarge the scope,
meaning or intent of any provisions of this Agreement.
22 Complete Agreement
22.1 This Agreement, including the Schedules attached hereto, constitutes the complete and
exclusive statement of the agreement between the parties hereto and supersedes and
replaces all previous communications, agreements, promises, proposals,
representations, understandings and negotiations, whether written or oral, between the
parties relating to the subject matter of this Agreement.
23 Relationship of the Parties
23.1 The Consultant shall perform the Services as an independent contractor and nothing in
this Agreement shall be construed to create or imply a relationship of partners, joint
ventures, principal/agent, or employer/employee between the Consultant and the
Town. The Consultant shall have no power or authority to bind the Town or to assume
or create any obligation or responsibility, express or implied, of any na ture or any
kind, in law or in equity on the Town’s behalf. The Consultant shall not hold itself out
to any third party as a joint venture, partner, agent, employee or servant of the Town,
and nothing contained in this Agreement shall operate or be construed so as to create
any such relationship between the Consultant and the Town. The Consultant shall be
solely responsible for the payment of compensation, workers’ compensation, disability
benefits, employment insurance and all other similar payments and benefits and for
withholding income taxes or other deductions with respect to all individuals employed
or, if permitted by this Agreement, retained by the Consultant to provide the Services.
24 Successors and Assigns
24.1 This Agreement shall enure to the benefit of and be binding on the parties hereto, and
their respective heirs, successors and permitted assigns. Provided, however, that the
Consultant shall not assign this Agreement nor any interest herein without the prior
written consent of the Town, and for the purposes of this Agreement, assignment shall
include any transfer in the majority ownership or controlling interest in the Consultant,
whether through the sale of shares, direct acquisition of assets or otherwise.
25 Changes to Agreement in Writing
25.1 Any variation, amendment or addition of or to this Agreement shall be in writing and
be signed by the Consultant and the Town pursuant to and in accordance with
authority delegated by Council for the Town, and shall be binding upon the Consultant
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and the Town as fully and to the same extent as if set out herein.
26 Schedules
26.1 Schedules “A” and “B” to this Agreement and as attached hereto form part of this
Agreement.
27 Representations and Warranties
27.1 The Consultant represents and warrants as follows to the Town and acknowledges and
confirms that the Town is relying on such representations and warranties:
(a) the Consultant is a legal entity established under the laws of its jurisdiction and
has all the necessary power and authority to execute and deliver this Agreem ent
and to perform its obligations under this Agreement;
(b) the Services will be performed in an efficient and professional manner by duly
competent and trained Consultant Personnel that have the requisite experience
to provide the required services;
(c) The Consultant is not now a party to any agreement or business relationship
which is in conflict with this Agreement, and the Consultant shall not enter into
any agreements or incur any obligations during the term of this Agreement or
after which may be in conflict with this Agreement; and
(d) The Consultant is not a “non-resident person” for the purposes of the Income
Tax Act (Canada).
28 Severability
28.1 In the event that one or more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, no other
provisions contained in this Agreement shall be affected or impaired thereby.
29 Order of Precedence
29.1 In the event of any conflict between any of the provisions of the Proposal and the body
of this Agreement, the provisions in the body of this Agreement shall govern.
30 Counterparts
30.1 This Agreement may be executed in any number of counterparts, each of which shall
be deemed to be an original and all of which taken together shall be deemed to
constitute one and the same instrument. The parties hereto may execute the
counterparts in either original, faxed form or other electronic communication and the
parties adopt any signatures received by a receiving fax machine or other electronic
communication as original signatures of the parties but any party providing its
signature by fax or other electronic communication shall promptly forward to the other
party an original of the signed copy of this Agreement that was faxed or sent by other
electronic communication.
Town of Tillsonburg Consultant Agreement
Page 16 of 17
IN WITNESS WHEREOF the parties hereto have hereunto affixed their corporate seals
attested to by the hands of their respective proper signing offices in that behalf duly authorized.
SIGNED, SEALED AND DELIVERED as of the date first above written
) CONSULTANT LEGAL NAME
)
)
) ____________________________________
) Name and Position
) I/We have authority to bind the Consultant
)
)
) THE CORPORATION OF THE TOWN OF TILLSONBURG
)
)
) ____________________________________
) CAO: Kyle Pratt
)
)
) ____________________________________
) Interim DIRECTOR OF OPERATIONS: Dan Locke
Town of Tillsonburg Consultant Agreement
SCHEDULE “A”
Request for Proposal RFP 2019 – 005 and any Addenda issued
Town of Tillsonburg Consultant Agreement
SCHEDULE “B”
Consultant Proposal dated , 2019