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04 08 2016 SpCouncil Agenda The Township of Oro-Medonte Special Council Meeting Agenda Council Chambers Friday, April 8, 2016 9:00 a.m. - Open Session Page 1. Call to Order - Moment of Reflection: 2. Adoption of Agenda: a) Motion to Adopt the Agenda. 3. Disclosure of Pecuniary Interest: 4. Reports of Members of Council: 2 a) Mayor H.S. Hughes re: Request from the Neema Children's Choir, Uganda. 5. Reports of Municipal Officers: 3 - 70a) Report No. RC2016-03, Shawn Binns, Director, Recreation & Community Services re: RFP # CS 2016-01, Operations Service Review. 71 - 104 b) Robin Dunn, CAO and Donna Hewitt, Director, Corporate & Strategic Initiatives re: Strategic Plan Implementation. 6. Confirmation By-Law: 105 a) By-Law No. 2016-059: Being a By-Law to confirm the proceedings of the Special Council meeting held on Friday, April 8, 2016. 7. Adjournment: a) Motion to Adjourn. Page 1 of 105 4.a) Mayor H.S. Hughes re: Request from the Neema Children's... Page 2 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Page 3 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Page 4 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Page 5 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Page 6 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Page 7 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Page 8 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Page 9 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... The Corporation of the Township Oro-Medonte Request for Proposal Operations Service Review RFP # CS 2016-01 Sealed Proposals, clearly marked as to contents, will be received by the Community Services Division, 148 Line 7 South, Oro-Medonte, Ontario, L0L 2E0, no later than 3:00 th pm (15:00) local time, February 19, 2016. Late proposals will not be accepted. Requirements for: Consulting Services for Operations Service Review All proposals are subject to the terms and conditions of the Request for Proposal, the accompanying specifications, and all other contract provisions or data that is incorporated. If further information is required, contact: Shawn Binns, PBDM, MBA Director, Recreation and Community Services sbinns@oro-medonte.ca The Corporation of the Township of Oro-Medonte reserves the right to accept or reject all or part of any proposal, and to accept the proposal that is in the best interest of the owner Page 10 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Table of Contents Definitions ....................................................................................................................... 5 Part I Project Terms Of Reference ............................................................................ 7 1. Introduction ...................................................................................................... 7 2. Background ...................................................................................................... 8 3. Timeframe of Project ........................................................................................ 9 4. Project Requirements ....................................................................................... 9 5. Deliverables ................................................................................................... 10 6. Contents of Proposals .................................................................................... 11 Part II Instructions to Proponents ............................................................................. 13 1. Delivery of Proposals ..................................................................................... 13 2. Electronic Submissions .................................................................................. 13 3. Proposal Schedule ......................................................................................... 13 4. Competition Intended ..................................................................................... 14 5. Enquiries ........................................................................................................ 14 6. Addendum/Addenda ...................................................................................... 14 7. Site Meeting ................................................................................................... 15 8. Mandatory Proposal Requirements ................................................................ 15 9. Checking of Proposals ................................................................................... 15 10. Late Submission............................................................................................. 16 11. Proposal Opening .......................................................................................... 16 12. Amendment of Proposals ............................................................................... 16 13. Right to Accept or Reject Proposal ................................................................ 16 14. Proposal Evaluation ....................................................................................... 17 15. Evaluation Criteria .......................................................................................... 17 16. Presentation & Interview ................................................................................ 18 17. Award Determination ...................................................................................... 19 18. Execution of Award ........................................................................................ 20 19. Order of Precedence ...................................................................................... 20 20. Alternative Dispute Resolution. ...................................................................... 21 21. Contract Additions & Deletions ...................................................................... 21 22. Proponent Qualifications ................................................................................ 21 23. Proponent's Statement of Understanding....................................................... 21 24. Term of Contract ............................................................................................ 22 25. Irrevocability of Proposals .............................................................................. 22 26. Errors and Omissions ..................................................................................... 22 27. Proponents Expenses .................................................................................... 22 28. Changes to Proposal Wording ....................................................................... 22 29. Price Components.......................................................................................... 22 30. Freedom of Information .................................................................................. 23 31. Bribery/Fraud ................................................................................................. 23 Township of Oro-Medonte Page 2of 61 RFP #: CS 2016-01 Page 11 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... 32. Cancellation ................................................................................................... 23 33. Insurance ....................................................................................................... 24 34. Workplace Safety and Insurance Board (WSIB) ............................................ 24 35. Regulation Compliance and Legislation ......................................................... 25 36. Laws of Ontario .............................................................................................. 25 37. Indemnification ............................................................................................... 25 38. Force Majeure ................................................................................................ 26 39. Severability .................................................................................................... 26 40. Termination of Contract .................................................................................. 26 41. Termination by Notice .................................................................................... 26 42. Termination for Cause .................................................................................... 26 43. Suspension of Work ....................................................................................... 27 44. Suspension In Future ..................................................................................... 27 45. Failure to Comply with Owner Decisions ........................................................ 27 46. Evaluation of Performance ............................................................................. 28 47. Time is of the Essence ................................................................................... 28 48. Safety Standards ............................................................................................ 28 49. Non-Waiver .................................................................................................... 28 50. Non-Assignment ............................................................................................ 28 51. Emergency Telephone Number ..................................................................... 29 52. Personal Property Security Act ...................................................................... 29 53. Confidentiality of Information .......................................................................... 29 54. Conflicts of Interest ........................................................................................ 29 55. Township Not Employer ................................................................................. 30 56. Purchasing and Tendering Procedures By-Law # 2004-112 ........ 31 57. Working Language ......................................................................................... 31 58. Intellectual Property ....................................................................................... 31 59. Accessibility ................................................................................................... 31 60. Township of Oro-Medonte Payment Terms .................................................... 32 Part III Form of Proposal........................................................................................... 33 Schedule I Budget ...................................................................................................... 39 Schedule II - List of References .................................................................................... 40 Part V Appendices .................................................................................................... 49 Accessibility for Ontarians with Disabilities (AODA) .................................................... 51 Contract Change Order Sample .................................................................................. 53 Letter of Credit Wording As Required By ..................................................................... 56 Notice of "No Proposal" ............................................................................................... 58 Township of Oro-Medonte Page 3of 61 RFP #: CS 2016-01 Page 12 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... \[Intentionally Left Blank\] Township of Oro-Medonte Page 4of 61 RFP #: CS 2016-01 Page 13 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Definitions The following definitions apply to the interpretation of the Contract Documents; 1. Addenda or Addendum means any additions, deletions, modifications or other changes to the Contract Document and all corresponding Schedules and Appendices. 2. Security and Contract Security refers to the certified cheque, bank draft, money order, or bonding documents submitted with a Proposal or at time of award notification which serves to guarantee to the Owner that the Proponent, if awarded the Contract, will execute such Contract in accordance with the terms and conditions outlined in the Contract Documents. 3. Day means any day from Monday through Friday between the hours of 8:30 am and 4:30 pm, excluding statutory holidays observed by The Township of Oro-Medonte. 4. r Day means Monday through Sunday inclusive, but excluding any recognized statutory holiday. 5. g Time means the time specified in Instructions to Proponents, by which all Proposals shall be received and stamped by the Owner. 6. of In has the meaning that if there is an actual or potential Conflict of Interest in preparing its Proposal, and/or the Proponent(s) foresees an actual or potential Conflict of Interest in performing the works required under the Contract. 7. means the agreement in writing governing the defined Work, which has been executed by the Owner and the Successful Proponent following acceptance by the Owner of the Successful s submission and subsequent signed agreement. 8. t Documents means a form of agreement, together with the Standard Conditions, Specifications, Schedules and Appendices, if any, which constitute the entire understanding between the Township and a Proponent submitting a Proposal regarding the Work. 9. t Drawings means the plans and drawings provided by the Township describing the Work. 10. means the elected Council for the Township of Oro-Medonte. 11. m of Proposal are the standard forms provided in the Contract Document. Proponents must complete and submit the forms contained within this section in order to provide the necessary information for the evaluation of the submission for the purpose of entering into a Contract with the Owner in the event of award. Township of Oro-Medonte Page 5of 61 RFP #: CS 2016-01 Page 14 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Definitions 12. OSRrefers to Operations Services Review. 13. means those requirements described in Instructions to Proponents, which shall be fully satisfied in order for any Proposal to be considered by the Owner as compliant. 14. y used in this document denotes permissive. 15. wner refers to The Corporation of the Township of Oro-Medonte, as the case may be, and as identified in the Request for Proposal, and Contract Documents for the purpose of the award, execution and performance of the Contract. 16. l or issionrefers to the information submitted by a Proponent in response to this Request for Proposal. 17. Finance Department means the Director, Finance/Treasurer/Deputy CAO or his/her designate working within the Finance Department. 18. means the legal entity submitting a Proposal. 19. t for Proposal means the document issued by the Township and used to solicit Proposals from Proponents to provide goods, services or construction to the Township. 20. and used in this document denotes imperative. 21. -Contractoror - means a legal entity approved by the Owner undertaking the execution of a part of the Work pursuant to an agreement with the Proponent. 22. l Proponent means the Successful Proponent(s) whose Proposal has been accepted by the Township and to whom the Contract is awarded. 23. ly means to provide the necessary tools, material, equipment, and product to satisfy the Request for Proposal requirements. 24. -Medonte 25. means Work/service performed to meet a demand to comply with the conditions of the Contract, delivery dates, specifications and technical assistance. Township of Oro-Medonte Page 6of 61 RFP #: CS 2016-01 Page 15 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part I Project Terms Of Reference 1. Introduction The Township of Oro-Medonte is a diverse and beautiful community with a central location in Ontario. With a population of 20,078, it covers a land area of 61,000 hectares, stretching from the westerly border with Barrie and Springwater Township, the southerly border with Lake Simcoe, the easterly border with Orillia and Severn Township and the northerly border shared with Tay and Severn Townships. The of rural life and the convenience of a short drive to Barrie, Orillia and the GTA. The Township is accessible by: Provincial Highways 11, 12 and 400 and the County of Simcoe road systems; The Lake Simcoe Regional Airport operated by the municipalities of Oro- Medonte, Barrie and the County of Simcoe (Upper tier); The Canadian Pacific Rail line, which passes through the Township as it travels from Toronto to Vancouver; The Lake Country Oro-Medonte Rail Trail which links the Cities of Barrie and Orillia; and Lake Simcoe. Township of Oro-Medonte Page 7 of 61 RFP #: CS 2016-01 Page 16 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part I Project Terms Of Reference 2. Background Like all Municipalities in Canada, the Township of Oro-Medonte is facing a number of pressures and challenges with respect to municipal infrastructure and service delivery. In 2008, under the leadership of newly elected Council, the Township developed a new strategic plan for the organization aimed towards achieving excellence in public service. Aligned with this plan, was increased investment in parks and facility infrastructure as well as an extensive road paving program. The Township is currently in the process of renewing its strategic plan which builds on previous efforts to achieve excellence in public service anchored by a desired culture of citizen centricity and continuous improvement. To align with the focus set out in the strategic plan and to address these challenges and a number of impending retirements the Township has re-structured the organization. Under this new structure, Transportation Services and Recreation and Community Services have combined as one Department, now entitled Operations which holds responsibility of roads/transportation, parks and facility operations, recreation services and associated capital and asset management. A newly formed Engineering Department has been established to focus on development engineering and environmental services (water/waste water). This new structure is planned to be implemented in July 2016. A current organizational chart is included in appendices. Part of this realignment, was a commitment to conduct an in-depth review of the services provided by Operations, provide recommendations on service levels and standards, resource allocation (staffing and financial) and optimization, risk management, opportunities for process improvement, use of technology and the development of performance measures to guide and measure outcomes. Current situation: The Township workplace is unionized and under collective agreement with CUPE (Canadian Union Public Employees). A renewed agreement is currently being negotiated. In 2007 the road inventory included 386 km of hard top surface and 226 km of gravel surface roads. Currently, the inventory is made of up of 577 km of hardtop surface and 32 km of gravel roads. The increased in hard top surfacing is impacting ability to properly maintain this new service level, as well as the capital investment required to optimize lifecycle. The Township is responsible for more kilometers of roadway than any other Municipality in the County of Simcoe. The Township facility inventory includes (1) administration building, (1) community arena and banquet hall, (6) fire halls, (2) roads yards, (2) sand/salt storage facilities, (5) community halls and various operations and storage buildings. The facility management oversight is now being centralized from the Township of Oro-Medonte Page 8of 61 RFP #: CS 2016-01 Page 17 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part I Project Terms Of Reference current functional structure. Fleet management is now being centralized under oversight of the Fire Chief from the current functional structure. The Township has 335 acres of parkland consisting of 21 developed parks and 34 undeveloped parks, 3 public wharfs, a tennis court, an arena and various other park and sports field facilities. The Township has updated its business plan and performance management system. We are looking to supplement this with key departmental performance measures aligned with a balanced scorecard approach. The current Director of Transportation and Environmental Service is retiring in July 2016 and the Director, Recreation and Community Services will assume responsibility for the newly created Operations Department. The Township is facing a number of retirements from key positions in the next 5 years. Background reports and guiding documents (available on Township website or upon request) Township of Oro-Medonte Strategic Plan (2016) Township of Oro-Medonte Business Plan and Operating Budgets Roads Needs Study (2015) Bridge Assessment (2015) Internal (staff) survey (2014) External (community) survey (2014) Strategic Facility Plan (2010) 3. Timeframe of Project The project shall commence with the award of the Contract. It is the Township intention to have a draft report completed by the end of April 2016. 4. Project Requirements/Outcome Deliverables Outcomes: 1. Perform an in-depth analysis/review of current service delivery along with the development of recommendations aligned to a 5 year time horizon, specifically related to: The effectiveness and efficiency of current Transportation, Parks and Facility, and Recreation service provision against established service levels, recommend adjustments to service levels as appropriate; Operating and capital needs over the 2016-2020 time horizon; Township of Oro-Medonte Page 9of 61 RFP #: CS 2016-01 Page 18 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part I Project Terms Of Reference Operating policies/practices; Enterprise risk management practices, legislative review and compliance audit; Quality assurance, procurement and project management; Fleet and Equipment right sizing and optimization; Human resources capital and management; Use of technology; Opportunities for process improvement; Development of performance measures to guide and measure outcomes. It is envisioned that this will be completed through: Dpotvmubujpo0Joufsobm!Fowjsponfou!Bttfttnfou A comprehensive review of background reports and guiding documents; Conducting individual interviews/questionnaires/consultations with Council (7) and the Senior Management Team (8), Manager of Transportation, Operations Technologist (1), Department Supervisors (3); Complete questionnaires/focus groups/consultations with North Yard, South Yard, Recreation staff and Parks and Facility Staff, service level contractors; claims history. Fyufsobm!Fowjsponfou Bttfttnfou A review of the external environment and trends expected from 2016-2021. Cftu!Qsbdujdf!Sfwjfx0!Cfodinbsljoh Benchmarking with (5) five of the approved Municipal comparator group to benchmark asset management and resource allocation as well as to review best practice. Review feasibility of American Public Works Association (APWA) accreditation and other possible quality assurance best practice certifications. 5. Deliverables The successful Proponent will provide as a minimum: 1. A draft and final version of a written five (5) year OSR addressing the outcomes as set forth in Section 4. Presentations to Operations, Senior Management and Township Council including the items below. Both draft and final versions shall be provided to the Township in electronic pdf and hard copy versions. 2. A summary of activities that should be undertaken to implement the OSR and the priority of each activity including a cost/benefit analysis and ROI; Township of Oro-Medonte Page 10 of 61 RFP #: CS 2016-01 Page 19 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part I Project Terms Of Reference 3. A proposed implementation plan that will be incorporated into business plansfor 2017 2020 with recommendations starting in May, 2016 to support the new structure scheduled for implementation in July, 2016. The implementation plan must take into account the current staffing and financial constraints; 4. Recommendations for cost savings and efficiencies with respect to alternate methods of service delivery and possible partnerships and collaboration strategies with Simcoe County and other municipalities. 6. Contents of Proposals The Request for Proposal response submission shall include at a minimum the following information and shall be submitted in the same format outlined: The submission contents included must be submitted in full in five (5) complete 8 ½ x 11 paper hard copies with binding, one (1) clearly marked , four (4) clearly marked and one electronic copy in a single, unrestricted PDF format on a CD or USB key: a. Table of Contents, at the front of the submission b. Completed Proponent Information Form c. Company Background and Relevant Experience: a) Provide an outline of your company background and experience in relation to this municipal project; b) Provide information on similar projects, which your company has been involved with, including references; c) Describe the unique strengths that your firm can bring to the project and how these set your firm apart from others. d. Personnel Summary: a) Provide information related to the qualifications and experience of the personnel who will be assigned to work directly on this project, including resumes, documentation of accreditation and/or letters of reference. Opuf;!Preference will be given to firms and personnel with operations technical knowledge complemented with general management consulting experience. e. Work Plan and Timelines a) Provide a detailed work plan of the services to be provided, including all of the tasks, milestones and timelines. Indicate the personnel responsible for each task. The work plan schedule should have sufficient details to clearly Township of Oro-Medonte Page 11 of 61 RFP #: CS 2016-01 Page 20 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part I Project Terms Of Reference demonstrate a full understanding of the timelines and complexities associated with the completion of the project. f. Completed Form of Proposal g. Completed Schedule II List of References h. Completed Conflict of Interest Form i. Completed AODA Declaration Form j. Budget a) Provide a detailed budget sheet with number of hours, hourly rates and totals assigned to each individual personnel assigned to this project. Note provisional items and costing where appropriate; b) Identify any out of pocket expenses & disbursements; c) Identify any sub-consultant(s) that will be used on the project and appropriately include their fees in the detailed budget sheet; d) Completed Schedule I Proposed Pricing Schedule Township of Oro-Medonte Page 12 of 61 RFP #: CS 2016-01 Page 21 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents 1. Delivery of Proposals The Form of Proposal, together with all supporting documentation, enclosed in an envelope bearing the name of the Proponent and sealed with the submission label provided herein affixed to the envelope, shall be received; date and time stamped at the Township of Oro-Medonte Administration Office, 148 Line 7 South, Oro-Medonte, ON, L0L 2E0 no later than 3:00:00 p.m. (15:00:00 hours) local time, on the specified Closing Time. Proposals time stamped 3:00:01 p.m. (15:00:01 hours) are late and shall be deemed non-compliant and shall be returned to the Proponent unopened. Proposals delivered in person, or by a courier service, without the submission label affixed to the envelope, or Proposals that are not delivered to the designated location by the Proponent or courier service may be rejected. Delivery of the Proposals through a courier service shall be the responsibility of the Proponent and shall result in the Proposal being rejected if: a. the Proposal is not delivered to the location stated on the envelope; b. the Proposal envelope is delivered to the Township after the Closing Time. All Proposals shall be irrevocable and shall remain open for acceptance, at the prices quoted, for up to ninety (90) calendar days from the Closing Time. In submitting a Proposal, each Proponent agrees that, notwithstanding anything to the contrary, the Township may notify the successful Proponent at any time within the ninety (90) calendar days that its Proposal has been accepted. Service losing Time of the RFP/!! 2. Electronic Submissions Electronically transmitted submissions (facsimile, e-mail, etc.) will not be accepted for this RFP. 3. Proposal Schedule Task Date th Issue of Request For Proposal January 25, 2016 h Receipt of Proponents Questions January 29, 2016 Response to Proponents Questions February 2nd, 2016 th RFP Closing Time February 19, 2016 Note: Although every attempt will be made to meet all the dates, the Township reserves the right to modify any or all dates at is sole discretion. Township of Oro-Medonte Page 13 of 61 RFP #: CS 2016-01 Page 22 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents 4. Competition Intended It is the Township intent that this Request for Proposal (RFP) process permits competition. It shall be the Proponents responsibility to advise the Director, Recreation and Community Services in writing if any language, requirement, specification, etc., or any combination thereof, inadvertently restricts or limits the requirements stated in this RFP to a single source. Such notification must be received no later than seven (7) calendar days prior to the date set for RFP Closing Time. 5. Enquiries All enquiries concerning this Proposal, including specifications, process and results are to be directed in writing (e-mail) through: Shawn Binns, Director Recreation and Community Services sbinss@oro-medonte.ca Enquiries shall not be directed to any other Township employee. If required, Proponents who wish to submit questions must do so in writing. All inquiries shall be e-mailed directly to sbinns@oro-medonte.ca, and receipt of the inquiries shall be provided. No clarification requests will be accepted by telephone. A transcript of the questions and answers will be made available, via the method authorized for advertising the RFP, on or before the date as listed in this document. Questions or clarification will be answered individually in writing in a transcript, but response(s) to any question that modified the scope of this document will be issued as an Addendum and circulated via the method authorized for advertising the RFP. 6. Addendum/Addenda Addendum/Addenda if required will be issued by the Director, Recreation and Community Services and shall hereby form part and parcel of the Contract Documents. Failure to acknowledge or respond to Addendum/Addenda issuedmay result in a non-compliant submission. All Addendum/Addenda should be issued to the Proponents forty-eight (48) hours prior to the Closing Time. It is the responsibility of the Proponent to ensure they have received all Addendum/Addenda that have been issued. The Township of Oro-Medonte will assume no responsibility for oral instructions or suggestions. Prior to submitting their Proposal, Proponents should check the Townships website (www.oro-medonte.ca) to verify they have received all Addenda. Township of Oro-Medonte Page 14 of 61 RFP #: CS 2016-01 Page 23 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents 7. Site Meeting A site meeting is not required for this RFP. 8. Mandatory Proposal Requirements Failure to adhere to the following Mandatory Proposal Requirements shall result in the Proposal being declared a non-compliant Proposal: i. Proposals shall be received in a sealed envelope, as set out in the RFP, by the Owner prior to the stated Closing Time; ii. Proposals shall be submitted complete and in the original Form of Proposal, as supplied, without any unauthorized alterations, additions, deletions or qualifying statements made to or provided with the Form of Proposal. iii. The Form of Proposal shall be riginal with an that is signed in the spaces provided by a duly authorized official of the Proponent; iv. Bid Security and/or Contract Security, Surety Consent Form or Letter of Credit or Certified Cheque issued by or to be drawn against an Ontario based Surety Company and/or Canadian chartered bank shall be submitted with the Form of Proposal and shall reflect the correct amount (not applicable for RFP CS2016- 01); v. The Proponent shall attend all mandatory site meetings, if applicable; and vi. The Proponent shall be previously qualified, under a related pre-qualification process, (not applicable for RFP CS2016-01). If the Proposal is a joint submission of two (2) or more Proponents, a single Proposal is to be coordinated and submitted by one (1) Proponent, who shall be identified as the d Proponent and shall take full responsibility for all associated Proponents. Signatures on behalf of a non-incorporated body or by individuals shall be witnessed. In the case of an incorporated company, the corporate seal shall be affixed to the Form of Proposal adjacent to the authorized signature. 9. Checking of Proposals Proposals opened are checked by the Corporate Services Department to ensure that: i. the required Bid security is provided and properly executed, if applicable; ii. all Proposals submitted comply with the Mandatory Proposals Requirements; iii. all arithmetic extension calculations are correct; iv. where there is an obvious error in extensions, additions or computations, the Township of Oro-Medonte Page 15 of 61 RFP #: CS 2016-01 Page 24 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents Township shall be entitled to correct such errors based on the unit prices supplied, and the corrected total shall be considered as representing the intention of the Proponent, and shall be used as the basis for comparison of Bids. For greater certainty, any failure by a Proponent to insert a unit price where required shall be deemed to be a $ value; v. all items as specified have been bid on; vi. all strikeouts, erasures or overwrites are initialed by an authorized person; vii. no claims or litigation proceedings have been instituted by the Proponent against the Township, or in turn by the Township against the Proponent; and viii. all addenda have been acknowledged on the Form of Proposal in the space provided. In any of the above circumstances where there are obvious or patent errors such as misplaced decimals, the Owner shall consider the intent of the Proponent. 10. Late Submission Proposals received after the Closing Time will not be considered during the selection process and will be returned unopened to the respective Proponent. 11. Proposal Opening Proponents are advised there will not be a public opening for this Request for Proposal. Proposals received, by the date & time of closing, will be opened administratively by respective members of the Corporation and/or the Evaluation Team, at a time subsequent to the closing. 12. Amendment of Proposals Proponents who have submitted a Proposal may amend it up to the Closing Time by submitting a replacement Proposal. Amended Proposals must be sealed and submitted in accordance with all other requirements included in this document. The amended Proposal will clearly be marked and should clearly indicatethat it replaces any other submitted version. In the case of a discrepancy, the Township will deem the last Proposal received prior to the Closing Time, to be the valid Proposal. 13. Right to Accept or Reject Proposal The Corporation of the Township of Oro-Medonte reserves the right to accept any Proposal, in whole or in part, that it feels most fully meets the selection criteria. Therefore, the lowest cost Proposal, or any Proposal may not necessarily be accepted as per Uif Upxotijq pg Psp.Nfepouf Qvsdibtjoh!boe!Ufoefsjoh! Qspdfevsft! Cz.mbx $!3115.223. Township staff shall evaluate all Proposals received Township of Oro-Medonte Page 16 of 61 RFP #: CS 2016-01 Page 25 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents by the Closing Time and make evaluations and recommendations for acceptance. 14. Proposal Evaluation An Evaluation Committee will evaluate each of the Proposals received in accordance with the evaluation criteria as set out in the RFP Document. 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 Township will be served. 15. Evaluation Criteria It is the responsibility of the proponents to provide sufficient information in the Proposal to exhibit required abilities. Proponents are cautioned that organization of their response, as well as thoroughness is critical to the evaluation process. All required information should be furnished and presented in an organized, comprehensive and easy to follow manner. Selection of a Proposal will be based on, but not solely limited to, the following criteria and weighting: Item Evaluation Criteria Points 1 Quality and Completeness of Proposal 15 2 Relevant Experience 20 3 Budget 25 4 Work Plan and Timelines 15 5 Personnel Summary and Company 20 Background 6 Client References 5 Total Available Points 211 Proposals will be assessed on the basis of information provided by the Proponent at the time of submission and shall take into account subsequent interviews with the Proponent as may be required. Proposals may be considered for an interview/ Proposals will be evaluated on the basis of the following criteria. Each criteria will be scored 1 through 5 with 5 being the best score. Each criteria has been assigned a weighting factor that represents the significance relative to other criteria. The scores for the criteria will be multiplied by the weighting factor assigned and the results will be totaled out of 100. Township of Oro-Medonte Page 17 of 61 RFP #: CS 2016-01 Page 26 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents Criteria: Note: Refer to the Form of Proposal for specifics relating to content requirements of the Proposal. 1. Quality and Completeness of Proposal: 1 2 3 4 5 /15 Priority Factor: 3X 2. Relevant Experience: 1 2 3 4 5 /20 Priority Factor: 4X 3. Budget: 1 2 3 4 5 /25 Priority Factor: 5X 4. Work Plan and Timelines: 1 2 3 4 5 /15 Priority Factor: 3X 5. Personnel Summary and Company Background: 1 2 3 4 5 /20 Priority Factor: 4X 6. Client References: 1 2 3 4 5 /5 Priority Factor: 1X Total Score ______________________ out of 100 Proposal evaluation results are the property of the Township. The Township intends not to disclose evaluation results, under any circumstances, either before, during, or after the RFP process. An award of an Agreement, if any, shall be based on the evaluation results. By responding to this RFP, Proponents agree to accept the recommendations of the Evaluation Committee as final and binding. 16. Presentation & Interview The Township reserves the right to interview any or all of the Proponents that submit a Proposal to provide the Evaluation Committee with additional insight into the ability to meet the requirements as requested in the RFP. If required, the interviews would be conducted by representatives of the Evaluation Committee at the Township of Oro-Medonte Administration Centre within seven (7) calendar days of the RFP closing time and shall follow this general format: c. Introduction Team (5 minutes) d. Proponent Presentation of the Proposal (15 minutes) e. Questions from Evaluation Committee (15 minutes) f. Questions from Proponents (5 minutes) Proponents will be notified of the final format for interviews/presentations in advance. Township of Oro-Medonte Page 18 of 61 RFP #: CS 2016-01 Page 27 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents 17. Award Determination Consideration for award shall only be undertaken in relation to Proponents who are determined by the Township to have satisfied all the requirements. The Evaluation Committee hereby reserves the right, privilege, entitlement and absolute discretion, and for any reason whatsoever to: i. Recommend acceptance of a Proposal which is not the lowest Proposal submission, or recommend rejection of a Proposal that is the lowest Proposal even if it is the only Proposal received; ii. Recommend acceptance of the Proposal deemed most favourable to address the scope of work. iii. Recommend acceptance or rejection of any and all Proposals, whether in whole or in part; iv. Recommend acceptance or rejection of any unbalanced, irregular, or informal Proposals; or v. Recommend rejection of any Proponent who is involved in litigation with the Township. The Evaluation Committee reserves the right to consider, during the evaluation of Proposals: vi. Information provided in the Proposal itself; vii. Information provided in response to enquiries of credit, experience and industry references set out in the Proposal; viii. Information received in response to enquiries made by the Owner of third parties apart from those disclosed in the Proposal in relation to the reputation, reliability, experience and capabilities of the Proponent; ix. The manner in which the Proponent provides services to others; x. The experience and qualification of the Proponen project management; xi. The compliance of the Proponent with the s requirements and specifications; or xii. The Proponent acknowledges that the Owner may rely upon the criteria, which the Owner deems relevant; even though such criteria may not have been disclosed to the Proponent. By submitting a Proposal, the Proponent acknowledges the s rights under this section and absolutely waives any right, or cause of action against the Owner, by reason of the failure to Township of Oro-Medonte Page 19 of 61 RFP #: CS 2016-01 Page 28 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents accept the Proposal submitted by the Proponent, whether such right or cause of action arises in Project, negligence, or otherwise. 18. Execution of Award The Successful Proponent, if any, shall sign the Contract in triplicate (3), within seven (7) calendar days of written notification of acceptance. The following completed documents, as listed, shall be submitted prior to or at the time of signing: a. Agreement signed and sealed in triplicate; b. Contract Security, if applicable; c. current Insurance Certificate; d. a current copy of the Workplace Safety and Insurance Board Certificateof Clearance; e. Payment Information, if applicable; f. AODA Declaration Form and; g. Any other documentation requested within this RFP. 19. Order of Precedence The Successful Proponent understands that the Contract shall consist of the following documents, ranked in order of priority, from highest to lowest: a. The duly signed Agreement preceding the Schedules; b. s Change Orders (including any purchase orders issued for these Change Orders); c. the Schedules of the Agreement; d. any addenda to the RFP; e. the RFP Document; f. any modifications to the Proposal acceptable to the Township, in its sole discretion; and g. the Proposal submitted by the Proponent. The Contract shall constitute the entire agreement between the parties pertaining to the subject matter of this RFP and shall supersede all prior agreements, understandings, negotiations and discussions, oral or written, between the parties or any documentation that may otherwise accompany the Work. Any conflict or inconsistency between the components of the Contract shall be resolved, to the extent of any conflict or inconsistency, in accordance with the order of authority stated above. The Township reserves the right to include additional terms and conditions duringthe process of Contract negotiations. These terms and conditions shall be within the scope of the original RFP and Contract documents and will be limited to cost, clarification, definition and administrative and legal requirements. Township of Oro-Medonte Page 20 of 61 RFP #: CS 2016-01 Page 29 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents 20. Alternative Dispute Resolution. (a) If requested in writing by either the Township or the Proponent, the Township and the Proponent shall attempt to resolve any dispute between them arising out of or in connection with this Contract by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the parties. If a dispute cannot be settled within a period of ninety (90) calendar days with the mediator, the dispute shall be referred to and finally resolved by arbitration under the rules of the province having jurisdiction or by an arbitrator appointed by the agreement of the parties. (b) No person shall be appointed to act as mediator or arbitrator who is in any way interested, financially or otherwise, in the conduct of the work on the project or in the business or other affairs of either the Township or the Proponent. (c) The award of the arbitrator, including an award for costs if applicable, shall be final and binding upon the parties. (d) The provisions of the Bscjusbujpo Bdu-!2::2, S.O. 1991, Chapter 17, as amended shall apply. 21. Contract Additions & Deletions The Township reserves the right to add and/or delete any item(s) from the Contract. Deletions will not result in any penalty in any form. 22. Proponent Qualifications Qualified Proponents are those which: Have sufficient facilities and resources to meet the Townships needs; Will provide all of the Townships key service requirements; Demonstrate reasonable flexibility and willingness to work with the Township as a business partner; Have demonstrated sufficient technical and management knowledge and experience to deliver expected outcomes; Have experience with clients requiring services of a similar scope and complexity as the Township of Oro-Medonte and provide contact details for these clients. 23. Proponent's Statement of Understanding It is understood that Proponents have carefully examined all of the Contract Documents and have carefully examined the Work to be performed under the Contract if awarded. The Proponent also understands and accepts the said Contract Documents, and for the prices set forth in the Proposal to be firm for the length of the project. Township of Oro-Medonte Page 21 of 61 RFP #: CS 2016-01 Page 30 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents 24. Term of Contract The term of contract will become effective upon award to the successful Proponent(s) and shall remain in effect for the entire period of the work. 25. Irrevocability of Proposals By submission of a clear and detailed written notice, the Proponent may amend or withdraw its Proposal prior to the closing time. Upon closing time, all Proposals become irrevocable. By submission of a Proposal, the Proponent agrees that should its Proposal be deemed successful the Proponent will enter into a Contract with the Township. 26. Errors and Omissions No oral interpretation shall be effective to modify any provisions of the Contract Documents. Any modification or clarification shall be by written Addendum. The Addendum(s) shall form part of the Contract Documents. 27. Proponents Expenses Proponents are solely responsible for their own expenses in preparing a Proposal and for subsequent negotiations with the Township, if any. If the Township elects to reject all Proposals, the Township will not be liable to any Proponent for any claims, whether for costs or damages incurred by the Proponent in preparing the Proposal, lossof anticipated profit in connection with any final Contract, or any other matter whatsoever. 28. Changes to Proposal Wording The Proponent will not change the wording of its Proposal after closing and no words or comments will be added to the Proposal unless requested by the Township for purposes of clarification. 29. Price Components All prices will be quoted in Canadian Funds. Prices must be expressed in accordance with the unit of measure specified in the document. Prices documented shall be net prices including transportation and delivery charges fully prepaid by the Proponent to any specified destination within the limits of the Township, unless a breakdown is requested on the Schedule I Proposed Pricing Schedule. The Township reserves the right to correct patent computational or other mathematical errors evident on the face of the bid; however unit prices will not be adjusted. Township of Oro-Medonte Page 22 of 61 RFP #: CS 2016-01 Page 31 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents 30. Freedom of Information All Proposals submitted to the Owner become the property of the Owner and as such, are subject to the Nvojdjqbm Gsffepn pg Jogpsnbujpo boe Qspufdujpo!pg Qsjwbdz Bdu ). All correspondence, documentation and information provided to staff of the Township by any Proponent in connection with, or arising out of this RFP, and the submission of any Proposal will become the property of the Township and as such is subject to MFIPPA, and may be released, pursuant to the Act. The s name at a minimum shall be made public upon request. In-line with MFIPPA, Proponents are advised to identify in their Proposal material, any scientific, technical, commercial, proprietary or similar confidential information, the disclosure of which could cause them injury. Any information in the Proponents submissions that is not specifically identified as confidential will be treated as public information. All correspondence, documentation and information provided to the Evaluation Committee may be reproduced for the purposes of evaluating the Proponents submissions to this RFP. 31. Bribery/Fraud Should any prospective Proponents or any of their agents give or offer any gratuity or to attempt to bribe any employee of the Owner, or to commit fraud, the Owner shallbe at liberty to cancel the prospective s Proposal and to rely upon the Bid Security submitted for compensation, if applicable. 32. Cancellation i. In the event the Successful Proponent does not comply with the specifications, terms and conditions, and scope of work, at any time throughout the duration of the Contract, the Contract shall be cancelled in accordance with the terms contained herein. ii. The Owner upon non-performance of Contract terms may cancel the Contract; however, in doing so, the Owner does not waive its right to rely upon any obligations or commitments agreed to by the Proponent as part of their Proposal. The Proponent remains liable for the difference between the next acceptable Proposal of goods and/or service Proposal prices. iii. Where there is a question of non-performance, payment in whole or in part may be withheld at the discretion of the Owner. This action shall not prevent the Owner from taking early payment discounts otherwise applicable. Township of Oro-Medonte Page 23 of 61 RFP #: CS 2016-01 Page 32 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents 33. Insurance The successful Proponent shall maintain and pay for Commercial General Liability Insurance with an insurer acceptable to the Owner. The coverage shall include premises and all operations liability to be performed by the Proponent. This insurance coverage shall be subject to limits of not less than Two Million Dollars ($2,000,000.00) inclusive per occurrence for bodily injury, death and damage to property including loss of use thereof for any one occurrence. i. The CGL policy shall include The Corporation of the Township of Oro- Medonte as an additional insured in respect to all operations performed by or on behalf of the Successful Proponent. ii. The Successful Proponent shall be entirely responsible for the cost of any deductible, which is maintained in any insurance document. iii. The Insurance Policy shall not be altered, cancelled or allowed to expire or lapse, without thirty (30) days prior written notice to the Owner. In addition, Professional Liability Insurance is required, in an amount of not less than Two Million Dollars ($2,000,000) inclusive per claim/ All required insurance would be endorsed to provide the Township within 30 days advance written notice of cancellation or material change. The Service provider will provide the Townshipwith evidence of the required insurance, in the form of a completed Certificate of Insurance, immediately following execution and delivery of the Contract. Where applicable the successful Proponent shall carry standard automobile and non- owned automobile liability insurance and shall protect themselves against all liability arising out of the use of owned or leased vehicles, used by the Successful Proponent, its employees or agents. The limits of the liability for both owned and non-owned vehicles shall not be less than Two Million Dollars ($2,000.000.00) per occurrence. 34. Workplace Safety and Insurance Board (WSIB) The successful Proponent shall be required to supply a Certificate from the Workplace Safety and Insurance Board prior to the start of the Contract and thereafter upon request during the life of the Contract indicating that all of the assessments the successful Proponent or any sub-consultant is liable to pay under the Worker'sSafety Insurance Board Act or successor legislation have been paid and they are in good standing with the Board. Effective January 1, 2013, Bill 119 legislates that all Consultants, Contractors and Sub-Contractors, categorized under Class G: Construction, shall have a WSIB account and clearance coverage prior to commencing any Contract. Alternatively, if the Successful Proponent is an Independent Operator and is not categorized under Class G: Construction, the Successful Proponent must submit a letter from the WSIB, confirming that s/he has Independent Operator Status underthe Township of Oro-Medonte Page 24 of 61 RFP #: CS 2016-01 Page 33 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents WSIB Act. If the Successful Proponent does not have Independent Operator Status, the Successful Proponent shall; I. Complete an Independent Operator Status Questionnaire upon being awarded the Contract; and, II. fund all costs associated with any appeal of a determination by WSIB that the proponent/contractor is not an Independent Operator; and, III. provide proof of s Liability Insurance in an amount not less than two million dollars ($2,000,000) per occurrence (provided either by WSIB or the successful s insurance provider). The Successful Proponent acknowledges and agrees that the Township is not hiring an employee(s) to perform the work associated with this RFP. As such, the Township reserves the right to terminate all Contracts associated with this RFP if all appeals have been exhausted and the Successful Proponent is determined by WSIB or court or tribunal of competent jurisdiction to be an employee. 35. Regulation Compliance and Legislation The Successful Proponent shall ensure all services and products provided in respect to this Contract are in accordance with and under authorization of all applicable authorities, Municipal, Provincial and Federal legislation, including but not limited to: The Occupational Health and Safety Act and its regulations; The Workplace Safety & Insurance Act and its regulations; The Municipal Act and its regulations; 36. Laws of Ontario Any Contract resulting from this Request for Proposal will be governed by and will be construed and interpreted in accordance with the laws of the Province of Ontario. 37. Indemnification The Successful Proponent shall indemnify and save harmless the Owner, its Agents and employees from and against any and all liability whatsoever for losses, liens, charges, claims, demands, payments, suits, actions, recoveries and judgments (including legal fees and expenses) of every nature and description brought or recovered against either the Owner, its Agents and employees, or the Successful Proponent by reason of a negligent act, error or omission of the Successful Proponent, its Agents, employee or licensees in providing the services, including, without limiting the generality of the forgoing, loss or damage to property, injury or the death of any persons, alleged copyright, patent or other intellectual property rights infringement or interference, defective design or damage to the environment. Township of Oro-Medonte Page 25 of 61 RFP #: CS 2016-01 Page 34 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents 38. Force Majeure Neither party shall be responsible for any delay or failure to perform its obligations under the Contract where such delay or failure is due to fire, flood, explosion, war, embargo, Governmental action, Act of Public Authority, Act of God, or to any other cause beyond its control, except labour disruption. In the event Force Majeure occurs, the party who is delayed or fails to preform shall give prompt notice to the other party and shall take all reasonable steps to eliminate the cause. Should the Force Majeure event last for longer than 30 calendar days, the Owner may terminate this Contract by notice to the successful Proponent without further liability, expense or cost of any kind. 39. Severability Should any term or portion of this Contract be found to be invalid or unenforceable, the remainder shall continue to be valid and enforceable. 40. Termination of Contract The Owner may terminate this contract at any time without penalty upon giving written notice to the Proponent, if, in the sole opinion of the Owner, the Proponent is unable to deliver the service as requi performance of the service is persistently faulty or below the required standard, or, the Proponent becomes insolvent or commits an act of bankruptcy. 41. Termination by Notice The Owner may terminate this contract at any time upon notice to the Proponent, whereupon the Owner shall only be liable for any Proponents fees and expenses for satisfactorily completed work up to the date of the termination and not thereafter. 42. Termination for Cause The Owner reserves the right in its sole discretion to terminate this contract, in whole or in part, at any time, without penalty, expense or further liability of any kind: a. At any time, upon notice to the Proponent, for a major breach of the terms ofthis Contract by the Proponent; b. At any time, upon notice to the Proponent, following the failure of the Proponent to satisfactorily remedy, repair or replace any defector or deficiency in the s performance of the Contract, after having been given notice to do so by the Owner; c. At any time if the Proponent makes an assignment for the benefit of its creditors, a proposal of compromise with its creditors, a declaration of its voluntary Township of Oro-Medonte Page 26 of 61 RFP #: CS 2016-01 Page 35 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents bankruptcy or insolvency, a placing or its cessation or winding up of its business, in whole or in part; d. At any time if a Force Majeure event preventing performance of the Contract by either party continues for longer than thirty (30) consecutive days; or e. As otherwise provided in this Contract. The s rights of termination shall be in addition to any other rights or remedies it may have in law, in equity or under this Contract. 43. Suspension of Work The Owner may in its sole discretion at any time upon notice to the Proponent in writing suspend the performance of the Work, in whole or in part, for a specified or unspecified time. Upon receiving notice of the suspension, the Proponent shall immediately suspend all operations concerning that identified portion of the Work except such Work as is necessary in the opinion of the Owner to care for, preserve and protect the Work. During the period of suspension, the Proponent shall only be entitled to be reimbursed for its reasonable, proper and actual expenses in caring for, preserving and protecting the Work. Should the period of suspension of the Work, in whole or in part, last longer than thirty (30) calendar days or such longer period as the parties may agree upon in writing, either party to the contract may consider the contract to be terminated by mutual agreement without further liability. 44. Suspension In Future In the event the Proponent fails to provide quality service, equipment or personnel, as determined by the Owner in its Sole discretion, the Proponent may be deemed ineligible for similar work in future competitions for contracts issued by the Owner. 45. Failure to Comply with Owner Decisions If the Proponent fails to comply with any decision or direction of the Owner made pursuant to the Contract, the Owner may, upon notice to the Proponent, employ such methods as the Owner deems advisable to do that which the Proponent failed todo,at the Proponent cost and expense. The Proponent shall be liable for and shall upon demand pay to the Owner an amount equal to the aggregate of all costs, expenses and damages including the cost ofany methods the Owner employed by reason of the Propons failure to comply as above. Township of Oro-Medonte Page 27 of 61 RFP #: CS 2016-01 Page 36 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents 46. Evaluation of Performance At project completion, the Township will conduct an evaluation of the Proponents overall performance with input from the Townships Inspectors or consultants if applicable. This evaluation will be reviewed with the Proponent and recommendations will be put forward as to the overall suitability of future Township of Oro-Medonte work. It must also be noted that while overall performance is being evaluated, the Township reserves the right to suspend a Proponent for extreme or repeated inadequate grades on any issues related to health and safety, specifically items public safety and traffic control, compliance with all WSIB provisions, maintenance of employee safety standards, compliance Ministry of Labour regulations. The evaluation shall be placed on file and a copy will be provided to the Proponent. This information may be made available to persons requesting Owner references for the Contract. The Proponent hereby authorizes the maintenance and release of this information. 47. Time is of the Essence The Owner shall have the right to cancel at any time any project or any part of any project resulting from this RFP in respect to the goods, materials, articles, equipment, work or services, covered thereby, not delivered or performed by the specified time in the written document, without incurring any liability whatsoever in respect hereto. e is of the essence 48. Safety Standards It is the responsibility of the Successful Proponent to Work in a safe and orderly manner so as not to constitute any safety hazards. 49. Non-Waiver No condoning, excusing or overlooking by the Owner of any default, breach or non- observance by the Successful Proponent at any time or times in respect of any provision herein contained shall operate as a waiver of the Owner's right hereunder in respect of any continuing or subsequent default, breach or non-observance or so asto defeat or affect in any way the rights of the Owner herein in respect of any such continuing or subsequent default or breach, and no waiver shall be inferred from or implied by anything done or omitted by the Owner save only an express waiver in writing. Any Work completed by the Owner required by this agreement to be done by the Successful Proponent shall not relieve the Successful Proponent of his/her obligations to do that Work. 50. Non-Assignment The Successful Proponent may not assign this Contract nor any Work to be performed under this Contract or any part hereof without the prior written consent of the Owner. Such written consent however shall not under any circumstances relieve the Successful Proponent of his/her liabilities and obligations under this Contract and Township of Oro-Medonte Page 28 of 61 RFP #: CS 2016-01 Page 37 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents shall be within the sole and unfettered discretion of the Owner. 51. Emergency Telephone Number Prior to commencing, the Work, the Successful Proponent shall provide the Owner with the name(s) and telephone number(s) of his/her representative(s) who can be contacted on a 24-hour basis in case of an emergency during the term of the Contract. 52. Personal Property Security Act The Successful Proponent warrants that the goods/inventory/equipment being supplied to the Owner, are free and clear of all liens, charges, encumbrances, mortgages, hypothecations, copyright, patents or any third party statutory claims. 53. Confidentiality of Information Proponents receiving this RFP may not use, disclose, or duplicate it for any purpose other than to prepare a response. Proponents shall keep the Township data confidential and shall not disclose its content to any other party, other than to those internal employees or agents responsible for preparing a submission, without the prior written approval of the Township. Receipt of this RFP does not entitle the Proponent to associate its services with the Township in any way, nor represents in any way that the Township has employed or endorsed the s services. Any such association or endorsement being contemplated by the Proponent must receivethe prior written approval of the Township. The Township will not disclose or share a Proponent's response to this RFP with other Proponents or other organizations. The submission of a Proposal indicates acceptance by the Proponent of all of the conditions contained in this Request for Proposal unless clearly and specifically noted in the Proposal submitted and confirmed in the formal Contract between the Township and the Successful Proponent. Deviations from the Request for Proposal must be clearly identified in the written submission. Proposals are subject to a formal Contract being negotiated, prepared and executed. The Township reserves the right to negotiate the terms and conditions of the Contract. 54. Conflicts of Interest Proponents(s) shall disclose, in their submission, all perceived, potential, and actual Conflicts of Interest. For the purposes of this RFP, Conflict of Interest includes: any situation or circumstances where, in relation to this RFP and/or the Contract, the Proponent(s) other commitments, relationships or financial interests could or could be perceived to exercise an improper influence over the objective, unbiased and impartial exercise of independent judgment by any personnel of the Evaluation Committee or the Township; any situation or circumstances where any person(s) employed by the Township in Township of Oro-Medonte Page 29 of 61 RFP #: CS 2016-01 Page 38 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents any capacity; has a direct or indirect financial interest in the award of the Contract to any Proposal(s); is currently employed by, or is a sub-contractor or a consultant to a Proponent(s); is negotiating or has an arrangement concerning future employment or contracting with any Proponent(s); has an ownership interest in, or is an officer or director of, any Proponent(s). If a Proponent(s) discovers, at any time, any perceived, potential, or actual Conflicts of Interest, the Proponent(s) shall promptly disclose the Conflict of Interest by sendinga written statement clearly identifying the conflict to Shawn Binns, Director Recreation and Community Services. Failure of any Proponent(s) to comply with this section may result in the disqualification of the Proponent(s) and the rejection of its submission. Without limiting the generality of the Townships rights, the Township may, in itssole discretion: exclude any Proponents(s) and its submission on the grounds of Conflict of Interest; waive any and all perceived, potential or actual Conflicts of Interest upon such terms and conditions as the Township, in its sole discretion, requires tosatisfy itself that the Conflict of Interest has been appropriately managed, mitigated and minimized. In the event any Proponent(s) is found to be in a potential Conflict of Interest duringthe term of the Contract, the Proponent shall disclose the said conflict immediately. The Township reserves the right to request any Proponent(s) cure the conflict to the Townships complete satisfaction. Failure to cure the conflict shall result in disentitlement to any compensation under this Contract. 55. Township Not Employer The Proponent agrees that The Corporation of the Township of Oro-Medonte is not to be understood as the employer to any Successful Proponent nor to such Successful s personnel or staff for any work, services, or supply of any products or materials that may be awarded as a result of this RFP. It is understood that the Township of Oro-Medonte Page 30 of 61 RFP #: CS 2016-01 Page 39 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents Successful Proponent will act as an independent contractor. 56. Township of Oro-Medonte Purchasing and Tendering Procedures By-Law # 2004-112 It is the responsibility of all Proponents to become familiar with and comply with The Township of Oro-Medontes Purchasing and Tendering Procedures By-law. The TownshipPurchasing and Tendering Procedures By-law can be found on Township website: www.oro-medonte.ca 57. Working Language The working language of the Township of Oro-Medonte is English and all responses to this Request for Proposal must be English. 58. Intellectual Property All information and data, in any form, together with all designs or materials capable of intellectual property protection, prepared, developed or created by the Proponent, its employees or agents during the performance of and/or pursuant to this work shall automatically become the property of the Township. Proponents and their employees and agents each agree to sign whatever documentation may be necessary to givefull force and effect to this paragraph. 59. Accessibility In accordance with Ontario Regulation 429/07, Accessibility Standards for Customer Service Section 6, every provider of goods and services shall ensure that everyperson who deals with members of the public or participates in the developing of the service providers policies, practices and procedures governing the provision of goods and services to members of the public, shall be trained on the following: 1. How to interact and communicate with persons with various types of disability 2. How to interact with persons with disabilities who use assistive devices or require the assistance of a guide animal, or a support person 3. How to use assistive device equipment that is available on the premises that may help in the provision of accessible goods or services 4. What to do if a person with a particular type of disability is having difficulty accessing the provider's goods or services 5. Information on the policies, practices and procedures governing the provisionof goods and services to people with disabilities. Contracted employees, third party employees, agents and others that provide services Township of Oro-Medonte Page 31 of 61 RFP #: CS 2016-01 Page 40 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part II Instructions to Proponents to the public on behalf of the Township of Oro-Medonte must meet the requirements of Ontario Regulation 429/07 with regard to training under the Bddfttjcjmjuz gps Poubsjbot xjui Ejtbcjmjujft Bdu (AODA). A document describing your training policy or procedure, a sample copy of training and details of training dates and attendees may be required to be submitted to the Township prior to the commencement of any work. 60. Township of Oro-Medonte Payment Terms The Township payment terms are 30 days from receipt of Invoice. Harmonized Sales Tax (HST) is an extra and shall be identified separately in the Contract Documents and on all invoices. Township of Oro-Medonte Page 32 of 61 RFP #: CS 2016-01 Page 41 of 105 Part III Form of Proposal 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Form of Proposal Township of Oro-Medonte 148 Line 7 South, Oro-Medonte, ON L0L 2E0 RFP#: CS 2016-01 Operations Service Review Documents to Be Enclosed With This Form of Proposal Complete Contents of Proposal Proponents Information Form Signed & Sealed Schedule II - List of References Conflict of Interest Form AODA Declaration Budget Upon Award W.S.I.B Certificate (upon award) Certificate of Insurance (upon award) Other information to be included Township of Oro-Medonte Page 33 of 61 RFP #: CS 2016-01 Page 42 of 105 Part III Form of Proposal 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Proponents Information Form Proponents must complete this form and include with their Submission. Please ensure all information is legible. 1. Company Name 2. Proponents Main Contact Individual 3. Address (include postal address) 4. Office Phone # 5. Toll Free # 6. Cellular # 7. Pager # 8. Fax # 9. e-mail address 10. Website 11. HST Account # 12. Will you accept payment by YES: NO: Visa? Acknowledgement of Receipt of Addenda This will acknowledge receipt of the following addenda and, that the pricing quoted includes the provision set out in such addenda Addendum # Date Received # # Check here if no Addendum received. Township of Oro-Medonte Page 34 of 61 RFP #: CS 2016-01 Page 43 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part III Form of Proposal Conflict of Interest Prior to completing this portion of the Form of Proposal, Proponents(s) should refer to the definition of Conflict of Interest set out in the RFP. Check the box that applies: The Proponent(s) declares that there jt opu an actual or potential Conflictof Interest relating to the preparation of its Proposal and/or the Proponent(s) donot foresee an actual or potential Conflict of Interest in performing the services required under the Contract. The Proponent(s) declares that there jt an actual or potential Conflict of Interest relating to the preparation of its Proposal, and/or the Proponent(s) foresees an actual or potential Conflict of Interest in performing the services required under the Contract. If the Proponent(s) declares an actual or potential Conflict of Interest by marking the box above, the Proponent(s) must set out below details of the actual or potential Conflict of Interest: The Proponent(s) agrees that, upon request, the Proponent(s) shall provide the Township with additional information on the Conflict of Interest. Township of Oro-Medonte Page 35 of 61 RFP #: CS 2016-01 Page 44 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part III Form of Proposal To The Corporation of the Township of Oro-Medonte, Hereafter called the "Owner": I/We the undersigned declare: 1. That I/We represent that no person, firm or organization, other than the Proponent, has any interest in this Proposal or in the proposed Contract for which said Proposal is made. 2. That I/We declare that there is no perceived, potential, and/or actual Conflicts of Interest relating to the preparation of this Proposal and/or I/We do not foresee an actual or potential Conflict of Interest in performing the services required under the Contract, unless otherwise declared. 3. That this Proposal is made without any connections, knowledge, comparison of figures or arrangements with any other company, firm or person making a Proposal for the same Work and is in all respects fair and without collusion or fraud. 4. I/We represent that no member of the Council, and no officer or employee of the Owner, is, or has become interested, directly or indirectly, as a contracting party, partner, stockholder, surety or otherwise howsoever in or on the performance of the said Proposal, or in the supplies, Work or business in connection with the said Proposal, or in any portion of the profits thereof, or of any supplies to be used therein, or in any monies to be derived there from. 5. That the several matters stated in the said Proposal are in all respects true accurate and complete. 6. That I/We do hereby propose and offer to enter into an agreement to supply and deliver all materials mentioned and described or implied therein including in every case freight, duty, currency exchange, H.S.T. in effect on the date of the acceptance of Proposal, and all other charges on the provisions therein set forth and to accept in full payment therefore, in accordance with the prices and terms set forth in the Proposal herein. 7. That additions or alterations to or deductions from the said Proposal, if any, shall be made in accordance with the prices stated in Provisional Items of the Schedule of Unit prices in strict conformity with the requirements of the Proposal and all unused monies in Provisional Items shall be deducted from the finalcost of the Work and any quantities exceeding those shown shall be added. 8. That this Proposal is irrevocable and open to acceptance until the formal Proposal is executed by the awarded Proponent for the said Work or Ninety (90) Calendar Days, and prices for as long as stated elsewhere in the document, whichever Township of Oro-Medonte Page 36 of 61 RFP #: CS 2016-01 Page 45 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part III Form of Proposal event first occurs and that the Owner may at any time within that period without notice, accept this Proposal whether any other Proposal has been previously accepted or not. 9. That if the Proposal is accepted, I/We agree that the Contract shall constitute the entire agreement between the parties and shall supersede all prior agreements, understandings, negotiations and discussions, oral or written, between the Proponent and the Owner or any documentation that may otherwise accompany the Work. Any conflict or inconsistency between the components of the Contract shall be resolved, to the extent of any conflict or inconsistency, in accordance with the order of authority stated in Order of Precedence in this RFP. 10. That if the Proposal is accepted, I/We agree to furnish all documentation, security and certifications as required by the Proposal and to execute the agreement in triplicate within seven (7) calendar days after notification of award. If I/Wefail to do so, the Owner may accept the next highest ranked or any Proposal or to advertise for new Proposals, or to carry out completion of the works in any other way they deem best and I/We also agree to pay to the Owner the difference between this Proposal and any greater sum which the Owner may expend or incur by reason of such default or failure or by reason of such action as aforesaid on their part, including the cost of any advertisement for new Proposals, and shall indemnify and save harmless the Owner and their officers from all loss, damage, cost, charges and expense which they may suffer or be put to by reason of any such default or failure on my/our part. 11. That I/We agree to save the Owner, its agents, or employees, harmless from liability of any kind for the use of any composition, secret process, invention, article or appliance furnished or used in the performance of the Proposal of which the Proponent is not the patentee, assignee, or licensee. 12. I/We hereby accept and agree that the Total Proposed Price (including HST) as stated in the Form of Proposal will form an integral part of this contract. 13. The Proponent hereby accepts and agrees that the Addenda referred to in this document form an integral part of this contract. Township of Oro-Medonte Page 37 of 61 RFP #: CS 2016-01 Page 46 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part III Form of Proposal The undersigned affirms that he/she is duly authorized to execute this Proposal. Proponent's Signature and Seal: (I have authority to bind the company) Position: Witness: (If not under seal) Position: (If Corporate Seal is not available, documentation shall be witnessed) Dated at the (City/Township) This day of 2016. Township of Oro-Medonte Page 38 of 61 RFP #: CS 2016-01 Page 47 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part III Form of Proposal Schedule I Budget Operation Service Review The Total Proposed Pricing shall be all inclusive, including but not limited to, mileage, disbursements, and travel time. Description Lump Sum Fee All works as described within the RFP document $ Subtotal $ HST $ Total Proposed Pricing % The Total Proposed Price (excluding HST): Epmmbst! )% *- in lawful money of Canada. Inserted price in words take precedence over numeric Township of Oro-Medonte Page 39 of 61 RFP #: CS 2016-01 Page 48 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part III Form of Proposal Schedule II - List of References The Proponent shall provide below three (3) separate references other than the Township-!having purchased a similar size and design of goods and/or services as specified herein for a previous five (5) year period from the issuance of this document. Project Name: Company for whom the work was completed: On the project did your firm act as: Prime Consultant Sub Consultant Value of your portion of the project? Date of Completion of this project? Contact Name at the s facility: s Email Address: Telephone Number with Area Code: Fax Number with Area Code: Project Name: Company for whom the work was completed: On the project did your firm act as: Prime Consultant Sub Consultant Value of your portion of the project? Date of Completion of this project? Contact Name at the s facility: s Email Address: Telephone Number with Area Code: Fax Number with Area Code: Project Name: Company for whom the work was completed: On the project did your firm act as: Prime Consultant Sub Consultant Value of your portion of the project? Date of Completion of this project? Contact Name at the s facility: s Email Address: Telephone Number with Area Code: Fax Number with Area Code: Township of Oro-Medonte Page 40 of 61 RFP #: CS 2016-01 Page 49 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part III Form of Proposal Reference Release Form I (authorized signatory for the Proponent) authorize the Township to contact the person and/or organization listed on the List of References, for the purpose of obtaining information relating to the Proponent and Project. The Township reserves the right to call references if in its sole discretion finds a need to do so. The Township reserves the right to check other references other than listed herein. If the Township is unable to obtain a satisfactory reference or if the reference does not respond to the reference call or if the reference chooses not to comment, the reference will be deemed unsatisfactory. Township of Oro-Medonte Page 41 of 61 RFP #: CS 2016-01 Page 50 of 105 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part IV Agreement Draft Amended Upon Award Terms and Conditions of Professional Services Agreement (Short Form) This Agreement made this day of 2016. Between The Corporation of the Township of Oro-Medonte hereinafter called the And hereinafter called the Whereas the Owner has awarded to the Proponent the Proposal for; RFP # DT 3127.12 Operations Service Review According to the terms and conditions herein referred to, the Proponent having put in a Proposal therefore, a copy of which is hereto annexed, which Proposal was accepted by the on the; day of 2016. Scope of Work 1. The Corporation of the Township of Oro-Medonte Township) hereby retainsthe Consultant to provide the Services as specified below and in the Townships Request for Proposal document ) under the general guidance and direction of the Township: The Proponent shall provide the Township with a comprehensive Operations Service Review, recommendations and implementation plan 2016-2020. 2. The Proponent agrees to supply, at its sole cost and expense, all staff, equipment and technical assistance necessary to perform the Services as stipulated herein. Contract Documents and Order of Precedence 1. The Professional Services Agreement () shall consist of the RFP, the Proponens Proposal and these Terms and Conditions. In the event of conflicts or inconsistencies between these documents, the terms of these Terms and Conditions shall prevail over the RFP and the Proposal, and the terms of the RFP shall prevail over the Proposal. Fees and Disbursements 1. The Township shall pay to the Proponent as full payment and compensation for the Services an amount not to exceed the upset limit of the Total Proposed Township of Oro-Medonte Page 42 of 61 Page 51 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part IV Agreement Pricing by the Township, including all disbursements but excluding the harmonized sales tax. No payment in excess of this amount shall be made without the Townships prior written authorization. 2. During the term of the Agreement, the prices quoted by the Proponent are not subject to change without the prior written consent of the Township and the Proponent shall not be entitled to any increases in the upset limit or to the prices for any of the individual items. 3. Provided that the Consultant is not in default of its obligations under the Agreement, and provided that the Township does not dispute the invoice submitted by the Consultant, the Township shall pay each invoice submitted within thirty (30) days of receipt. The Consultant shall not be entitled to any interest upon any payments made by the Township beyond the 30-day period. Workplace Safety and Insurance Board (WSIB) 1. The Consultant must be in good standing with the Workplace Safety and Insurance Board and shall furnish the Township with satisfactory evidence, in the formofa valid WSIB Clearance Certificate, prior to commencement of the Services under the Agreement, upon presentation of a final invoice and at any other time during the Agreement at the Townships request. 2. The Consultant shall maintain its WSIB Insurance or pay such assessments as will protect the Consultant and the Township from claims under Workplace Safety and Insurance Act, and, from any other claims for damage from personal injury, including death, which may arise from the Consul Agreement. 3. In the event that the Consultant is not required by law to be registered with WSIB, confirmation of s liability insurance in the amount of $2 million ($2,000,000.00) is required. Such coverage shall be confirmed by a Certificate of Insurance. Compliance with Laws 1. The Consultant acknowledges that it is aware of the provisions of the Occupational Health and Safety Act (Ontario), the Environmental Protection Act, the Human Rights Code, the Pay Equity Act (Ontario), and any other applicable Federal, Provincial, and/or Municipal statutes, regulations, policies and guidelines thereunder and agrees to comply with, and cause to be complied with, the provisions thereof as such statutes, regulations, policies and guidelines may be amended or replaced from time to time. 2. The Consultant shall do, shall cause to be done, shall refrain from doing, and/or shall prohibit from being done, any act or thing as directed by the Townshipif,at any time, the Township considers that any situation or condition is unsafe, damaging to the environment or contrary to the provisions of any applicable statutes, regulations, policies or guidelines. Township of Oro-Medonte Page 43 of 61 Page 52 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part IV Agreement Records and Audit 1. The Township shall have the right to audit all books and records (in whatever form they may be kept, whether written, electronic or other) relating or pertaining to the Agreement (including any and all documents and other materials, in whatever form they may be kept, which support or underlie those books and records), kept by or under the control of the Consultant, including, but not limited to those kept by the Consultant, its employees, agents, assigns, successors and subcontractors. The Consultant shall maintain such books and records, together with such supporting or underlying documents and materials, for the durationof this contract or agreement and for at least two years following the completion of the Agreement, including any and all renewals thereof. The books and records, together with the supporting or underlying documents and materials shall be made available, upon request, to the Township, through its employees, agents, representatives, contractors or other designees, during normal business hours at the Consultant's office or place of business. In the event that no such locationis available, then the books and records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location in the Township of Oro-Medonte, Ontario, which is convenient for the Township. Use of Work 1. Notwithstanding any other provisions of the Agreement, the Township shall have the right to take possession of, and use, any completed or partially completed portions of the work. 2. The Township shall retain exclusive ownership in all components and deliverables created solely under this Agreement and shall own any copyright and patent directly related to and developed solely pursuant to this Agreement. Quality Control and Quality Assurance 1. The Consultant warrants that it shall perform the Services with the requisite degree of skill and competence to satisfy the Townships requirements as stipulated in the Agreement. 2. The Township reserves the right to monitor the performance of the Consultant and to issue directives to the Consultant to remedy any condition which the Township considers to be detrimental to provision of the Services, which the Consultant shall be required to carry out within the timeframe stipulated by the Township. 3. At any time during the course of the Agreement, the Township may direct the Consultant to immediately remove a staff member and replace them with another staff member acceptable to the Township. Changes and Alterations and Additional Services 1. The Consultant shall not change or deviate from the scope of Services without the prior written consent of the Township. In the event that the Consultant undertakes a change or deviation in the scope of Services without the prior written consent of the Township, it shall not be entitled to any additional Township of Oro-Medonte Page 44 of 61 Page 53 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part IV Agreement payments. Assignments and Subcontracts 1. It is understood and agreed that the Consultant will be an independent contractor and that the employees or agents of the Consultant will perform all services offered. Subcontracting agreements made by the Consultant will not release the Consultant from any obligation to the Township with respect to the performance of its obligations under the Agreement. 2. The Township must grant prior written approval for any assignments and all sub- contracts which may be granted on such terms, as the Township deems advisable. The Townshipt to any assignment or subcontract shall not release the Consultant from its duties and obligations under the Agreement. Damages and Set Off 1. If the Township should suffer damage because of any wrongful act or neglectof the Consultant or of anyone for whom the Consultant is responsible in law, then the Township shall be reimbursed by the Consultant for such damage. 2. Services which have not been performed to the Townships satisfaction in accordance with the Agreement, whether the result of poor workmanship or through carelessness or other acts or omissions of the Consultant or any of its subcontractors, shall be promptly rectified in accordance with the Agreementat the Conss expense. 3. In the event that any portion of the Services is not performed in accordancewith the Agreement or is not satisfactory to the Township, the Township may retain, as a holdback, an amount equal to the Township estimated cost to perform the Services in a satisfactory manner, until the Services have been completed to the satisfaction of the Township. 4. In addition to the rights set forth above, the Township shall have the right to set-off against the monies due or which may become due to the Consultant under the Agreement, any amounts owing by the Consultant to the Township. Suspension or Termination 1. The Township may, at any time by notice in writing to the Consultant, suspend or terminate the Services, or any portion thereof. Upon receipt of such notice, the Consultant shall perform no further Services and shall not be entitled to any payment for additional work beyond that date, nor for lost profits or any consequential damages as a result of the termination. 2. In addition to the above, if the Consultant should become bankrupt or insolvent, or if a receiver is appointed because of its insolvency, or if the Consultant transfers, assigns or otherwise disposes of its interest in the Agreement or any part thereof without the prior written authority of the Township, the Agreement shall terminate as of the date of the any such event and the Township shall pay for the Services rendered and disbursements incurred by the Consultant to the Township of Oro-Medonte Page 45 of 61 Page 54 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part IV Agreement date of termination. 3. Upon termination of the Agreement, all documentation relating to the Project shall be delivered to the Township including all work product, drawings, paper and electronic files, and the Consultant shall not be entitled to payment until it has provided the Township with all such documentation. 4. All duties and obligations of the Consultant with respect to Services provided up to and including the date of termination shall survive termination of the Agreement. Indemnification 1. The Consultant shall indemnify and save harmless the Township, its directors, officers, council members, partners, agents and employees from and against all claims, demands, actions, losses, expenses, suits, proceedings, costs or damages of every nature and kind whatsoever which the Township, its directors, officers, council members, partners, agents and employees may suffer as a result of the acts, error or omissions of the Consultant, its employees, officers, subcontractors or agents in the performance of the Agreement, including, but not limited to any suits or proceedings (including by any government agency) arising as a result of any violation or alleged violation of any statutes or regulations, policies and guidelines thereunder, and any legal costs associated therewith. Insurance 1. Without restricting the generality of the section on Indemnification, the Consultant shall obtain, maintain, pay for and provide evidence of the following insurance coverage, taken out with insurance companies licensed to transact business in the Province of Ontario and not otherwise excluded by the TownshipDirector, Finance/Treasurer/Deputy CAO: a) Commercial General Liability Insurance Commercial General Liability ) Insurance shall include as an additional insured, the Township of Oro-Medonte, with limits of not less than Two million dollars ($2,000,000.00) inclusive per occurrence for bodily and personal injury, death and damage to property including loss of use hereof. b) Automobile Liability Insurance Automobile Liability Insurance in respect to owned and non-owned vehicles shall have limits of not less than two million dollars ($2,000,000.00) inclusive per occurrence and shall protect against all liability arising out of the use of owned or leased vehicles, used by the Consultant, its employees or agents. c) Professional Liability Insurance Professional Liability Insurance shall have limits of not less than two million ($2,000,000.00) inclusive per claim, covering services or activities that are professional in nature and thereby excluded under the CGL policy. Township of Oro-Medonte Page 46 of 61 Page 55 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part IV Agreement The form of all insurance to be provided herein, shall in all respects be satisfactory to the Townships Director, Finance/Treasurer/Deputy CAO and shall be maintained continuously from either the commencement of the services or the signing of the Agreement, whichever is sooner. The policies shall be endorsed to provide the Township with not less than thirty (30) days written notice in advance of cancellation, change or amendment restricting coverage. Confidential Data 1. The Consultant shall not divulge any specific information as confidential, communicated to or acquired by it, or disclosed by the Township in the course of carrying out the Services provided for herein. No such information shall be used by the Consultant on any other project without the approval in writing of the Township. Claims and Disputes 1. Should the Consultant wish to claim additional compensation arising out of a change to the scope of Services or for any other reason, it shall provide the Township with written notice of this claim within five (5) business days of becoming aware of the claim, failing which, it shall not be entitled to any compensation for such claim. In the event of any claims or disputes between the parties, the Consultant will continue to perform the Services without interruption, if so directed by the Township, pending the resolution of the claim/dispute. General Requirements 1. Time shall be of the essence of the Agreement. 2. Any notice given pursuant to the Agreement may be delivered by facsimile transmission, electronic mail or mailed by prepaid registered mail to the addresses designated by the respective parties. If delivered, the notice is effective on the date of delivery, and if mailed, the notice is effective on the fifth (5th) business day following the day of mailing. 3. The Agreement shall ensure to the benefit of, and be binding upon, the Township, the Consultant, their heirs, executors, administrators, successors and permitted assigns. 4. The Agreement constitutes the complete and exclusive statement of the agreement between the parties, which supersedes all proposals, agreements, arrangement or understandings, oral or written, and all other communications between the parties, relating to the subject matter of the Agreement, exceptas referenced in, and made part of, the Agreement. 5. The Agreement may be modified only by a written amendment signed authorized representatives of both parties. 6. The Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario. In witness where of the parties hereto have hereunto set their hand and seals on the above date. Township of Oro-Medonte Page 47 of 61 Page 56 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part IV Agreement Proponent Signed, Sealed and Delivered in the ) By: presence of (if practical); ) ) Position: ) (I have authority to bind the Company) ) ) Witness: ) (If not under Seal) ) ) Owner ) ) Per: Witness ) H.S. Hughes, Mayor ) ) ) Per: ) Doug Irwin, Director, Corporate Services/Clerk Township of Oro-Medonte Page 48 of 61 Page 57 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices Proponent Payment Information Accessibility for Ontarians with Disabilities (AODA) Contract Change Orders Letter of Credit Notice of o Propos Submission Label Oro-Medonte Org. Chart Township of Oro-Medonte Page 49 of 61 Page 58 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices Payment Information Vendor Name: To ensure the accuracy of our account information, you must attach a void cheque and complete the following financial information: Name of Financial Institution: Address of Financial Institution: Account Information: Bank Code Transit Number Account Number Remittance Information Contact person: E-mail address: _________________________________________ Name: Title/Position: Phone: ( ) Fax: ( ) Signature: Date: Township of Oro-Medonte Page 50 of 61 Page 59 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices Accessibility for Ontarians with Disabilities (AODA) The Accessibility for Poubsjbot xjui Ejtbcjmjujft Bdu, 2005 and Regulations underthis Act were enacted to improve accessibility for persons with disabilities. This legislation applies to public sector organizations such as the Corporation of the Township of Oro-Medonte as well as to private companies and organizations that provide goods and services on behalf of the Township. The Township of Oro-Medonte is committed to ensuring legislative compliance and providing persons with disabilities consistent opportunity and access to Township goods, services, and facilities. Accordingly, the Township has adopted policies, procedures, and practices that address integration, independence, dignity, and equal opportunity. The Accessibility Standards for Customer Service Regulation (O. Reg. 429/07) was developed to ensure that all customers can access goods and services and thattheir individual disability needs are met while accessing an organizat goods and services. This Regulation requires that obligated organizations ensure that every person who deals with members of the public or other third parties on their behalf, whether as an employee, agent, volunteer, or otherwise, receives training. The Regulation outlines the required training components. All public sector and private organizations were required to comply with this Regulation by January 1, 2012. The Integrated Accessibility Standards Regulation (O. Reg. 191/11) includes requirements for information and communication, employment, transportation and the design of public spaces in the built environment, as well as general accessibility requirements. Public sector organizations and private businesses must comply with this Regulation. Commencing in 2014, organizations must ensure that training is provided on the requirements of this Regulation and the Ontario Human Rights Code as it pertains to persons with disabilities to all employees, volunteers and those who provide goods, services or facilities on behalf of the organization. The Township of Oro-Medonte and all agents and contractors must comply with the OADA and its Regulations. Failure to comply with the Act may result in administrative penalties pursuant to Parts IV and V of the Act. The Township may request that agents and contractors provide records of training and confirmation of compliance with the Act and its Regulations. Links are provided below to assist with compliance. Your co-operation and support are essential to increasing accessibility for persons with disabilities. Township of Oro-Medonte Page 51 of 61 Page 60 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices AODA Declaration Form I, the undersigned, in submitting the Accessibility Compliance Form (thereinafter to the Township of Oro-Medonte do hereby make the following statements that I certify to be true and complete in every respect. I certify, on behalf of (Corporate Name of Proponent, thereinafter ) That 1. I have read and understand the contents of this form; 2. I understand that if this form is found not to be true and complete in every respect, the Corporation of the Township of Oro-Medonte has the authority to discontinue the services of the Proponent; 3. I am authorized by the Proponent to sign this form and to submit the form on behalf of the Proponent; 4. I acknowledge that as a vendor of the Corporation of the Township of Oro- Medonte that I/we are required to comply with the Accessibility for Ontarians with Disabilities Act, 2005 and all Regulations under this Act, as amended from time to time; 5. I declare that I/we have reviewed, understand and will meet all accessibility Acts and Regulations, as amended from time to time; 6. I declare that I/we will undertake to ensure that all employees, agents, sub- contractors, and volunteers hired by the Proponent in completion of our work will also comply with accessibility legislation. Proponent's Signature: (I have authority to bind the company) Position: Dated this day of 2016. Township of Oro-Medonte Page 52 of 61 Page 61 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices Contract Change Order Sample Township of Oro-Medonte Page 53 of 61 Page 62 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices Instructions for Use for Change Orders 1. This form is to be used for all changes in the work that involve changes in price including any such changes covered by Certificates of Equality. 2. All additional or extra work and changes in the work must be authorized by the Owner. Cases may arise when instructions on changes must be givento the Contractor right away to avoid damage or expensive delay. If the change is of a minor nature, the Resident Engineer or Inspector may proceed but should inform the Owner's Project Manager without delay. If the proposed changeis more costly or if there is doubt about its desirability, it should be cleared withthe Project Manager by telephone. Whenever possible, the price should be agreed upon prior to the commencement of the work. 3. A change in the amount of a unit price item in the Schedule of Items and Prices as a result of the measured quantity differing from the estimated quantity does not require the issuance of a change order specifically for that item. The change in amount will be covered by the last (Final Measurement) changeorder issued for the contract, as explained in para. 11 below. 4. Extra work carried out on the direction of the Owner requires the issuance of a change order. The change order must identify the work and shall give the quantities, prices and amounts involved. 5. When work is to be performed on a cost-plus or unit-price basis and the exact cost will not be known until the work has been completed, the change order should be headed "COST-PLUS" or "UNIT PRICES", as the case may be,and the estimated cost should be shown. The estimated cost is NOT to be included under "Total Additions" or "Total Deductions", nor is the "Balance of Contingency Allowance" or the Contract Price to be changed. When the work coveredby the change order has been completed, a further change order is to be prepared giving the final cost. It will be given a new number and this number will be followed by the original number suffixed by "a"; e.g., if the change order giving the estimated cost is No. 7 and if when work has been completed 11 change orders have been issued, the change order showing the completed cost willbe numbered 12.7a. 6. Change orders should be set out clearly. If the reason for the issuance of a change order is not clear from the change order itself, one copy of an explanation should be sent to the Owner with the change order. Change orders must state the quantities or estimated quantities involved and must state how the price or prices were arrived at. Quotations obtained from the Contractor or sub- contractors should give adequate breakdowns, and mark-up percentages must be in accordance with the Contract (see Section of the General Conditions headed "Valuation of Variations."). Township of Oro-Medonte Page 54 of 61 Page 63 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices 7. Only related changes are to be included in the same change order. Unrelated items should be covered by separate change orders. 8. Change orders should be submitted promptly to the Owner for approval during the period of construction and should not be accumulated in batches or have their submission delayed to the end of the job. 9. The Consulting Engineer should give careful consideration to the matter of whether an extension of the Time for Completion should be given on account of a change order. His recommendation should be given to the Engineer when forwarding the change order to approval. If it is difficult or impossible to decide at the date of issuance of the change order what would be a reasonable extension to give, this should be stated and the matter should be discussed with the Engineer at a suitable date. 10. Additional or extra work will be paid for out of the Contingency Allowance without immediately changing the Contract Price. Only when the Contingency allowance has been used up or when the Final Measurement change order is prepared will the Contract Price be changed. 11. On contracts that include unit price items, the last change order issued should be headed "Order No.? (FINAL MEASUREMENT)." The descriptionwill be "adjust quantities and amounts of all unit price items in the Schedule of Items and Prices in accordance with the final measurement". The amount of the change order will be the net addition or deduction due to the final measurement, and the Contract Price will be shown in the bottom right-hand corner of the form as "Final" instead of "revised to date". 12. Attached to each copy of the change order should be a copy of the detailed final measurement set out item by item as in the Schedule of Items and Prices showing the estimated quantities, unit prices, amounts, final quantities, final amounts, adjustments in quantities and amounts and the net total of all other change orders approved. This is to be typed on the Owner's "FINAL MEASUREMENT" forms. 13. The Owner will require the original and one copy of the change order. Sufficient additional copies should be submitted to fulfil the requirements of the Consulting Engineer and the Contractor. All copies shall be signed by the Contractor and the Consulting Engineer before being submitted to the Agency. When the change order has been approved, all but the original and one copy will be returned to the Consulting Engineer for distribution. Township of Oro-Medonte Page 55 of 61 Page 64 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices Letter of Credit Wording As Required By The Corporation of the Township of Oro-Medonte Financial Institution: Date of Issue: (Name/address of Financial Institution) Irrevocable Letter of Credit Identification # of Letter of Credit Applicant: Beneficiary: (Name/address of Applicant) The Township of Oro-Medonte 148 Line 7 South Oro-Medonte, ON L0L 2E0 Amount: (in figures) (CAD) (in words) (CAD) We hereby authorize you to draw on (name and address of financial institution) for the account of (name of applicant) up to an aggregate amount of (maximum amount of letter of credit in words) (CAD) (maximum amount of letter of credit in figures) (CAD), available with ourselves, on demand, by payment, against presentation of the document(s) detailed herein and of your draft(s) at sight drawn on ourselves. Pursuant to the request of our customer, the said (name of applicant), we, the(name and address of financial institution), hereby establish and give to you an irrevocable standby letter of credit in your favour in the total amount of (maximum amount of letter of credit in figures)(CAD)(maximum amount of letter of credit in words)(CAD) which may be drawn on by you at any time and from time to timeupon written demand for payment made upon us by you which demand we shall honour without inquiring whether you have a right as between yourself and our said customer to make such demand and without recognizing any claim of our said customer. Provided, however, that you are to deliver to the (name and address of financial institution), at such time as a written demand for payment is made upon us, a certificate signed by you agreeing and/or confirming that monies drawn pursuant to this credit are to be and/or have been expended pursuant to obligation incurred or to be incurred by you relative to (insert purpose and date of agreement). The amount of this standby letter of credit may only be reduced by drawings endorsed hereon or as advised by notice in writing to us by you. Township of Oro-Medonte Page 56 of 61 Page 65 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices This standby letter of credit will continue up to )ebuf pg fyqjsz pg mfuufs pg dsfeju* and will expire at our counters on that date and you may call for payment of the full amount outstanding under this letter of credit at any time prior to that date subject to the following: It is a condition of this letter of credit that it shall be deemed to be automatically extended without amendment for one year from the present or any future expiry date hereof, unless 30 (thirty) days prior to such expiry date, we notify you in writing by registered mail/courier, that we elect not to consider this standby letter of credit to be renewable for an additional period. Upon receipt by you of such notice, you may draw hereunder by means of your signed demand for payment certifying that the amount drawn will be retained and used by you to meet obligations incurred or to be incurred with the above. Further that you will release any amounts not required by you directly to the applicant. Partial drawings are permitted. The drafts drawn under this standby letter of credit are to state on their face that they are drawn under )obnf!boe beesftt pg gjobodjbm jotujuvujpo* standby letter of credit stating its number and date. We hereby agree that drafts drawn under this standby letter of credit will be duly honoured upon presentation provided that all terms and conditions of the standby letter of credit have been complied with. This standby letter of credit is subject to the m Customs and Practice for Documentary Credits (20xx Revision) International Chamber of Commerce, Publication , and engages us in accordance with the terms thereof. Township of Oro-Medonte Page 57 of 61 Page 66 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices Notice of "No Proposal" Attention: Information Technology RFP#: CS 2016-01 Closing Time: February 19, 2016 Important - Please Read This It is important to the Owner to receive a reply from all invited Proponents. Thereis no obligation to submit a Proposal; however, should you choose not to provide a Proposal, completion of this form shall assist the Owner in determining the type of goods or services you are interested in providing Proposals on the future. Instructions If you are unable, or do not wish to provide a Proposal on this project please complete the following portions of this form. State your reason for not providing a Proposal by checking applicable box(s) or by explaining briefly in the space provided. It is not necessary to return any other Proposal documentation. Return the completed form wjb! gby!816.598.1244 prior to the official closing date. 1. We do not manufacture/Supply this commodity 2. We do not manufacture/Supply to this specification 3. Unable to bid competitively 4. Cannot handle due to present plant/work load 5. Quantity/job too large 6. Quantity/job too small 7. Cannot meet delivery /completion requirements 8. Agreements with distributors/dealers do not permit us to sell direct 9. Licensing restrictions Other reasons or additional comments: Do you wish to provide a Proposal on these goods/services in the future? Yes No Company Name Address Signature of Company Representative Position Date Tel. No. For The Municipality's Use Only - Do Not Write In This Space Township of Oro-Medonte Page 58 of 61 Page 67 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices Item Irregularity Response 1 Late Proposals Automatic rejection, not read publicly and returned unopened to Proponent 2 Unsealed Envelopes (Tender or Other) Automatic rejection 3 Automatic rejection Insufficient Financial Security (No Bid Security or agreement to bond or insufficient bid bond or agreement to bond) 4 Deposit cheque not submitted Automatic rejection 5 Certified cheque not certified Automatic rejection 6 Amount on deposit cheque incorrect Automatic rejection 7 All required sections of Proposal Automatic rejection unless, in the documents not completed consensual opinion The Finance Department, Director in charge ofRFP solicitation, Clerk or Treasurer, the incomplete nature is trivial or insignificant and does not affect the total price. 8 Automatic rejection Failure to execute Agreement to Bond s Consent) or Bonding company corporate seal or signature missing from Agreement to Bond 9 Automatic rejection Failure to execute Bid Bond by Proponent and Bonding Company 10 Automatic rejection Failure to provide a letter of agreement to bond where required 11 Automatic rejection Proposals not completed in Ink, typewritten or automated printers 12 Automatic rejection Incomplete, illegible or obscure bids or Proposals which contain additions not called for 13 Erasures, alterations, or strike-out May be rejected, unless such changes errors or irregularities of any kind such two (2) business days shall be given to rectify 14 Failure to attend mandatory site visit Automatic rejection 15 Proposals received on documents other Automatic rejection than those provided in RFP or requested 16 Pricing or signature pages missing Automatic rejection 17 Part Proposals (all items not bid) Acceptable unless complete Proposal has been specified in the request. 18 Automatic rejection Documents in which all necessary Addenda, which have financial implication, have not been acknowledged Township of Oro-Medonte Page 59 of 61 Page 68 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices 19 Documents in which all necessary Two (2) business days to acknowledge 20 Proposals received on documents Automatic rejection other than those provided in the Form of Proposal by the Township of Oro-Medonte 21 Proposals received without proper Acceptable if officially received on time label used 22 Failure to insert the PrAutomatic rejection business name in the spaces provided 23 Failure to include signature of the Automatic rejection person authorized to bind the Proponent in the space provided in 24 Automatic rejection Conditions placed by the Tenderer on the Total Contract Price 25 Automatic rejection unless, in the Qualified Proposals (Proposals consensual opinion of The Finance qualified or restricted by the 26 RFP clearly states that an award Proposals may be rejected except when may be made for individual the RFP clearly states that an awardmay items. be made for individual items (contracts such as equipment rental or some material contracts which are in effect several individual contracts combined). 27 Corporate seal or signature Two (2) business days to rectify missing; s authority to bind the Corporation or signature missing 28 Corporate seal boe!signature missing; Automatic rejection authority to signature missing 29 Two (2) business days to correct and initial Proposals Containing Minor errors Obvious Clerical Errors 30 Proposals Containing Minor Two (2) business days to correct and initial Mathematical Errors errors. The Township of Oro-Medonte 31 Un-initialled changes to the request Two (2) business days to correct and initial documents which are minor (i.e.; the errors. The Township of Oro-Medonte Proponent's address is amended by reserves the right to waive initialling and overwriting but not initialled) accept Proposal 32 Alternate items bid in whole or in Available for further consideration unless part specified otherwise in request 33 Unit prices in the schedule of prices Two (2) business days to correct initial have been changed but not initialled errors. The Township of Oro- Medonte reserves the right to waive initialling and accept Proposal Township of Oro-Medonte Page 60 of 61 Page 69 of 105 RFP #: CS 2016-01 5.a) Report No. RC2016-03, Shawn Binns, Director, Recreation... Part V Appendices 34 Other mathematical errors which Two (2) business days to initial corrections. are not consistent with the unit Unit prices will govern. prices 35 Automatic rejection Pages requiring completion of information by vendor are missing Note: The above list of irregularities should not be considered all-inclusive. The Finance Department and/or the Municipal Clerk in consultation with the requisitioning department will review minor irregularities not listed and acting in consensus shall have authority to waive other irregularities or grant two (2) business days to initial such irregularities, which they jointly consider to be minor. Township of Oro-Medonte Page 61 of 61 Page 70 of 105 RFP #: CS 2016-01 5.b) Robin Dunn, CAO and Donna Hewitt, Director, Corporate &... Page 71 of 105 5.b) Robin Dunn, CAO and Donna Hewitt, Director, Corporate &... Page 72 of 105 5.b) Robin Dunn, CAO and Donna Hewitt, Director, Corporate &... 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