British Columbia Ferry Commission regulatory review request for proposals

8/6/2019 British Columbia Ferry Commission regulatory review request for proposals

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Request for Proposals

BC Ferry Commission Regulatory Review

Request for Proposals Number: BCF-24062011Issue date: June 24, 2011Closing Time: Proposal must be received before 12:00 noon Pacific Daylight Time on: July 25, 2011

CONTACT PERSON: All enquiries related to this Request for Proposals (RFP), including any requests for information and clarification,are to be directed, in writing, to the following person who will respond if time permits. Information obtained from any other source is not officialand should not be relied upon. Enquiries and any responses will be recorded and may be distributed to all Proponents at the Provinces option.

Sheldon Stoilen

Deputy Ferries Commissioner

[email protected]

DELIVERY OF PROPOSALS:Proposals must not be sent by mail, facsimile or e-mail. Proposals are to be submitted to the closing location as follows:

One complete electronic proposal must be received in accordance with BC Bid instructions for e-bidding. Only pre-authorized e-biddersregistered on the BC Bid system can submit electronic bids.

Three (3) complete hard-copies and one (1) electronic copy on CD must be delivered by hand or courier to:BC Ferry Commission

RPO Hillside

PO Box 35119

Victoria, BC

Canada V8T5G2

Attention: Sheldon Stoilen

PROPONENTS MEETING:

Date: July 7, 2011

Location: Vancouver, British Columbia

Exact time and location to be advised upon registration.

Please register by 5:00 pm Pacific Daylight Time on July 5, 2011

by email addressed to [email protected]

PROPONENT SECTION:Forelectronic proposals, all parts of the Proponent Section (below) must be completed except the signature field, as the BC Bid e-biddingkey is deemed to be an original signature. The rest of this page must be otherwise unaltered and submitted as part of your proposal.

The enclosed proposal is submitted in response to the above-referenced Request for Proposals, including any

addenda. Through submission of this proposal we agree to all of the terms and conditions of the Request for

Proposals and agree that any inconsistent provisions in our proposal will be as if not written and do not exist.

We have carefully read and examined the Request for Proposals, including the Administrative Section, and

have conducted such other investigations as were prudent and reasonable in preparing the proposal. We

agree to be bound by statements and representations made in our proposal.Signature of Authorized Representative: Legal Name ofProponent(and Doing Business As Name, if

applicable):

Printed Name of Authorized Representative:

Title:

ddress of Proponent:

Date: uthorized Representative phone, fax or email address (if

available):


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Table of Contents

1. SUMMARY OF THE REQUIREMENT........................................5

2. COMMISSION OVERVIEW .....................................................53. PROJECTSCOPE...............................................................8

4. DELIVERABLES................................................................10

5. PROPOSAL FORMAT ..............................................................12

6. PROPONENT RESPONSE .........................................................12


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A. Definitions and Administrative Requirements

1. DefinitionsThroughout this Request for Proposals, the following definitions apply:

a) SSBC means Shared Services BC of the Ministry ofCitizens Services;

b) Contract means the written agreement resulting from thisRequest for Proposals executed by BC Ferry Commissionon behalf of the Province and the Contractor;

c) Contractor means the successful Proponent to thisRequest for Proposals who enters into a written Contract

with the Province;

d) Ministry means Ministry of Transportation andInfrastructure;

e) must, or mandatory means a requirement that must bemet in order for a proposal to receive consideration;

f) Proponent means an individual or a company thatsubmits, or intends to submit, a proposal in response to this

Request for Proposals;

g) Province means Her Majesty the Queen in Right of theProvince of British Columbia and includes SSBC, theMinistry and the BC Ferry Commission;

h) Request for Proposals or RFP means the processdescribed in this document; and

i) should or desirable means a requirement having asignificant degree of importance to the objectives of theRequest for Proposals.

2. Terms and ConditionsThe following terms and conditions will apply to this Request for

Proposals. Submission of a proposal in response to this Request forProposals indicates acceptance of all the terms that follow and that areincluded in any addenda issued by the Province. Provisions in proposals

that contradict any of the terms of this Request for Proposals will be as ifnot written and do not exist.

3. Additional Information Regarding the

Request for ProposalsAll subsequent information regarding this Request for Proposals,including changes made to this document will be posted on the BC Bidwebsite at www.bcbid.ca. It is the sole responsibility of the Proponent

to check for amendments on the BC Bid website.

4. Late ProposalsProposals will be marked with their receipt time at the closing location.Only complete proposals received and marked before closing time will

be considered to have been received on time.Electronic proposals that are received late will be marked late and willnot be considered or evaluated.

In the event of a dispute, the proposal receipt time as recorded at theclosing location shall prevail whether accurate or not.

5. Eligibility

j) Proposals will not be evaluated if the Proponents current or past corporate or other interests may, in the Provincesopinion, give rise to a conflict of interest in connection withthe project described in this Request for Proposals. This

includes, but is not limited to, involvement by a Proponent

in the preparation of this Request for Proposals. If aProponent is in doubt as to whether there might be a

conflict of interest, the Proponent should consult with the

Government Contact Person listed on page 1 prior to submitting a

proposal.

k) Proposals from not-for-profit agencies will be evaluated againstthe same criteria as those received from any other Proponents.

6. EvaluationEvaluation of proposals will be by a committee formed by the Province and

may include employees and contractors of the Province. All personnel will bebound by the same standards of confidentiality. The Provinces intent is toenter into a Contract with the Proponent who has the highest overall ranking.

7. Negotiation DelayIf a written Contract cannot be negotiated within thirty days of notification of

the successful Proponent, the Province may, at its sole discretion at any time

thereafter, terminate negotiations with that Proponent and either negotiate aContract with the next qualified Proponent or choose to terminate the Requestfor Proposals process and not enter into a Contract with any of the Proponents.

8. DebriefingAt the conclusion of the Request for Proposals process, all Proponents will be

notified. Unsuccessful Proponents may request a debriefing meeting with theProvince.

9. Alternative SolutionsIf alternative solutions are offered, please submit the information in the sameformat, as a separate proposal.

10. Changes to ProposalsBy submission of a clear and detailed written notice, the Proponent mayamend or withdraw its proposal prior to the closing date and time. Upon

closing time, all proposals become irrevocable. The Proponent will notchange the wording of its proposal after closing and no words or commentswill be added to the proposal unless requested by the Province for purposes of

clarification.

11. Proponents ExpensesProponents are solely responsible for their own expenses in preparing a

proposal and for subsequent negotiations with the Province, if any. If theProvince elects to reject all proposals, the Province will not be liable to anyProponent for any claims, whether for costs or damages incurred by the

Proponent in preparing the proposal, loss of anticipated profit in connectionwith any final Contract, or any other matter whatsoever.

12. Limitation of DamagesFurther to the preceding paragraph, the Proponent, by submitting a proposal,

agrees that it will not claim damages, for whatever reason, relating to theContract or in respect of the competitive process, in excess of an amountequivalent to the reasonable costs incurred by the Proponent in preparing its

proposal and the Proponent, by submitting a proposal, waives any claim forloss of profits if no Contract is made with the Proponent.

13. Proposal ValidityProposals will be open for acceptance for at least 90 days after the closingdate.

14. Firm PricingPrices will be firm for the entire Contract period unless this Request forProposals specifically states otherwise.

15. Currency and Taxes

Prices quoted are to be:

l) in Canadian dollars;


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m) inclusive of duty, where applicable; FOB destination,delivery charges included where applicable; and

n) exclusive of applicable taxes.

16. Completeness of ProposalBy submission of a proposal the Proponent warrants that, if this Request

for Proposals is to design, create or provide a system or manage a program, all components required to run the system or manage the

program have been identified in the proposal or will be provided by the

Contractor at no charge.

17. Sub-Contracting

o) Using a sub-contractor (who should be clearly identified inthe proposal) is acceptable. This includes a joint

submission by two Proponents having no formal corporate

links. However, in this case, one of these Proponents must be prepared to take overall responsibility for successful performance of the Contract and this should be clearly

defined in the proposal.

p) Sub-contracting to any firm or individual whose current or past corporate or other interests may, in the Provincesopinion, give rise to a conflict of interest in connection with

the project or program described in this Request forProposals will not be permitted. This includes, but is not

limited to, any firm or individual involved in thepreparation of this Request for Proposals. If a Proponent isin doubt as to whether a proposed subcontractor gives riseto a conflict of interest, the Proponent should consult with

the Government Contact Person listed on page 1 prior tosubmitting a proposal.

q) Where applicable, the names of approved sub-contractorslisted in the proposal will be included in the Contract. Noadditional subcontractors will be added, nor other changes

made, to this list in the Contract without the written consentof the Province.

18. Acceptance of Proposals

r) This Request for Proposals should not be construed as anagreement to purchase goods or services. The Province is

not bound to enter into a Contract with the Proponent whosubmits the lowest priced proposal or with any Proponent.

Proposals will be assessed in light of the evaluation criteria.

The Province will be under no obligation to receive furtherinformation, whether written or oral, from any Proponent.

s) Neither acceptance of a proposal nor execution of aContract will constitute approval of any activity or

development contemplated in any proposal that requires anyapproval, permit or license pursuant to any federal,

provincial, regional district or municipal statute, regulation

or by-law.

19. Definition of Contract

Notice in writing to a Proponent that it has been identified as thesuccessful Proponent and the subsequent full execution of a writtenContract will constitute a Contract for the goods or services, and no

Proponent will acquire any legal or equitable rights or privileges relative

to the goods or services until the occurrence of both such events.

20. ContractBy submission of a proposal, the Proponent agrees that should its

proposal be successful the Proponent will enter into a Contract with theProvince on the terms set out in Appendix B.

21. Liability for ErrorsWhile the Province has used considerable efforts to ensure information

in this Request for Proposals is accurate, the information contained inthis Request for Proposals is supplied solely as a guideline for

Proponents. The information is not guaranteed or warranted to be accurate bythe Province, nor is it necessarily comprehensive or exhaustive. Nothing in

this Request for Proposals is intended to relieve Proponents from formingtheir own opinions and conclusions with respect to the matters addressed inthis Request for Proposals.

22. Modification of TermsThe Province reserves the right to modify the terms of this Request for

Proposals at any time in its sole discretion. This includes the right to cancelthis Request for Proposals at any time prior to entering into a Contract with

the successful Proponent.

23. Ownership of ProposalsAll proposals submitted to the Province become the property of the Province.

They will be received and held in confidence by the Province, subject to theprovisions of the Freedom of Information and Protection of Privacy Actand

this Request for Proposals.

24. Use of Request for ProposalsAny portion of this document, or any information supplied by the Province inrelation to this Request for Proposals may not be used or disclosed, for any

purpose other than for the submission of proposals. Without limiting thegenerality of the foregoing, by submission of a proposal, the Proponent agreesto hold in confidence all information supplied by the Province in relation to

this Request for Proposals.

25. ReciprocityThe Province may consider and evaluate any proposals from other

jurisdictions on the same basis that the government purchasing authorities in

those jurisdictions would treat a similar proposal from a British Columbiasupplier.

26. No LobbyingProponents must not attempt to communicate directly or indirectly with anyemployee, contractor or representative of the Province, including theevaluation committee and any elected officials of the Province, or with

members of the public or the media, about the project described in this

Request for Proposals or otherwise in respect of the Request for Proposals,other than as expressly directed or permitted by the Province.

27. Collection and Use of Personal InformationProponents are solely responsible for familiarizing themselves, and ensuringthat they comply, with the laws applicable to the collection and dissemination

of information, including resumes and other personal information concerningemployees and employees of any subcontractors. If this RFP requiresProponents to provide the Province with personal information of employees

who have been included as resources in response to this RFP, Proponents will

ensure that they have obtained written consent from each of those employees before forwarding such personal information to the Province. Such written

consents are to specify that the personal information may be forwarded to theProvince for the purposes of responding to this RFP and use by the Provincefor the purposes set out in the RFP. The Province may, at any time, request

the original consents or copies of the original consents from Proponents, andupon such request being made, Proponents will immediately supply such

originals or copies to the Province.


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B. Requirements and Response

1. Summary of the Requirement

The BC Ferry Commission ( the Commission) is a provincial regulatory body with

statutory responsibilities under the Coastal Ferry Act(the Act) for making regulatorydecisions affecting ferry operators in the Province, including British Columbia Ferry Services

Inc. (BC Ferries).

The Commission has been mandated by the Province to conduct a review (the Review) oftheActas it relates to the regulation of ferry operators. The objective of the Review is to

recommend to the Minister of Transportation and Infrastructure changes to theActwhich willbetter enable the Commissioner to balance the interests of ferry users with the financial

sustainability needs of ferry operators.

2. Additional Definitions

In addition to the Request for Proposals' Definitions set out in paragraph 1 of Section A,throughout this Request for Proposals, the following definitions will apply:

1. "Commissioner"means the British Columbia Ferries Commissioner appointed under

section 35 of theAct.2. "Crown Corporation" means a corporation established by the Province of British

Columbia.3. "Province" refers to the Province of British Columbia.

4. "Hansard" means official report of debates in the British Columbia Legislature.5. "BC Ferry Authority " refers to an independent, no-share capital corporation

created underCoastal Ferry Act(British Columbia).6. "Proponent" means the company and/or organization submitting a proposal under

the terms and conditions of this RFP. May be referred to throughout this documentas "Service Provider", "Offeror" or "Bidder".

7. "ROE" means the return on equity.

3. Commission Overview

In 2003, BC Ferries was transformed under the Coastal Ferry Actfrom a Crown

Corporation into an independent company. The primary stated reasons for this change were

to improve governance by separating government public policy decisions from BC Ferriesbusiness decisions and to create a coastal ferry system that would be sustainable into thefuture.

In 2006, the Office of the Auditor General of BC (Auditor General) conducted a review

of the transformation of BC Ferries to determine if the governments objectives are likely tobe achieved with the mechanisms in place and how is progress being monitored, measured

and reported to government, the Legislative Assembly and the public.


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From the Auditor Generals review of Hansard, relevant press releases and the legislationitself, the Auditor General determined that there were five main objectives, aligned around

two overall intentions:

To improve governance by:

1. Separating public policy decisions from operating and financing decisions of the ferrysystem; and

2. Making the cost of the ferry system transparent to the taxpayer.

To ensure long-term sustainability by:

3. Minimizing the cost of the ferry system to the taxpayer by reducing costs and shiftinga larger share of those costs to ferry users;

4. Protecting the ferry system in the long term; and5. Improving service to the customer.

In its report, the Auditor General stated that It is clear that some of these objectives will

conflict with others from time to time. Minimizing costs to taxpayers, for example, couldconflict in the short term with protecting the ferry system and improving service. It

remains to be seen how BC Ferries, under the guidance of the Commissioner, will resolveconflicts in the future.

In summary, the Auditor General concluded the following:

1.With the transformation of BC Ferries, government had created a structure that has

achieved its immediate objectives of improving governance and has the potential toachieve more. It appears to have achieved separation of public policy and business

decisions, opening the way for a new capital program to replace aging ferries andother infrastructure.

2.The Auditor General did not believe that the absence of direct accountability to theProvince will be detrimental to performance in the short term. However, over the

60 year term of the Coastal Ferry Services Contract, the interests of BC Ferries andthe Province may diverge, requiring the Province to take action.

3.The Auditor General did have reservations about whether cost reduction throughcompetitive pressure is possible under the new structure, but did not believe this to

be an over-riding weakness in the overall model. The Review did not reveal anyother significant weaknesses in the steps taken to make the ferry system

sustainable. However the Auditor General concluded that it was too early todetermine whether all of the objectives of the transformation will be achieved.

A key recommendation of the Auditor General was that the Province should establish

criteria for evaluating how well the coastal ferry system is achieving the objectives of thetransformation and conduct evaluations of that performance, at least once in every

performance term, in order to determine when or if changes to the Coastal Ferry Actshouldbe made.


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In 2009, the Office of the Comptroller General of British Columbia (OCG) conducted areview of the governance models of both Translink (legally the South Coast British

Columbia Transportation Authority) and BC Ferries. In the case of BC Ferries, the scope ofthe OCG review included the governance of BC Ferries; the size, composition, appointment

processes for the boards of the BC Ferry Authority and BC Ferry Services Inc.; board and

executive compensation; the operational effectiveness of BC Ferries and the alignment ofBC Ferries with government framework.

The purpose of the OCG review was to ensure British Columbians are receiving value forprovincial funding while meeting the objectives for which the independent model for BC

Ferries was created.

Based on its review OCG came to the following relevant conclusions and recommendationswith respect to BC Ferries and the Ferry Commission:

1. While the operations of BC Ferries are well managed and reasonably effective,

improvements were required in the governance structure to ensure strong oversightand accountability. OCG recommended a separation of the boards of the BC Ferry

Authority and BC Ferry Services Inc. and a guideline for compensation levels forthe boards and executives of BC Ferries.

2. The prioritization of the financial sustainability of the ferry operator has resulted ina narrow interpretation of the guiding principles and the regulatory role by the

Commissioner. As a result the OCG recommended changes in the mandate andresponsibilities of the Commission. These changes, which were enacted by Bill 20

in 2010, effectively broadened the role of the Ferry Commission to include aresponsibility to consider the interests of ferry users and to publish and comment on

various aspects of BC Ferries plans for capital expenditures and efficiencyimprovements.

On March 31, 2011, the Commissioner published his Preliminary Price Cap decision as

required under theActand published a public notice inviting public comment. Both thePreliminary Price Cap decision and the public notice can be viewed by visiting the Ferry

Commissions website at www.bcferrycommission.com. As part of the decision BC Ferrieswas invited to comment on the decision by April 30, 2011. BC Ferries response, which has

also been published on the Commissions website, raises some questions regarding thejurisdiction of the Commissioner in many aspects of the decision and public feedback has

been overwhelmingly negative on the magnitude of the price cap increases for the nextperformance term.

As a result of the public feedback and the response from BC Ferries to the Preliminary

Price Cap decision, the Commissioner recommended to the Minister of Transportation andInfrastructure, by letter dated May 13, 2011, a review of the legislation. The Minister

agreed with the recommendation of a review to address concerns around affordability andsustainability and amended the Act to give the Commissioner the mandate to conduct such

a review. Copies of the letters between the Commissioner and the Minister ofTransportation and Infrastructure can also be viewed on the Ferry Commissions website.


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3. Project Scope

Provide advice and assistance to the Commissioner to facilitate completion of his review and

development of his recommendations to the Minister for potential changes to the CoastalFerry Act.

The Commission requires a Service Provider to assess the results of Price Cap regulation

since 2003 as measured against the Provinces stated public policy and the guiding principlescontained in theAct. Specifically, the Service Provider is to address the following areas:

1. Assess BC's price cap model relative to price cap models in other

jurisdictions, advise on any aspects of the BC model which stand out as beingunique or different, and provide an explanation of the implications of anysuch differences.

2. Determine whether other price cap models make provision for a periodic

policy review, and if they do, the timetable and terms of reference. Provideadvice on whether a periodic review is a feature which should be consideredin BC and if so, on what timetable, with what mandate and who shouldconduct such a review.

3. In other jurisdictions where price caps are used to regulate an industry, how

are the interests of the users of the system balanced against the financialsustainability of the service providers? Determine how other jurisdictions

define the interests of the users of the system and the financial sustainabilityof the service providers. Also, determine how other jurisdictions address theissues of affordability and sustainability.

4. Develop options for a definition for "the interests of ferry users" forregulatory purposes.

5. Develop options for a definition of financial sustainability of the ferryoperator for regulatory purposes.

6. Identify barriers in theActwhich prevent the Commissioner from balancingthe interests of ferry users with the financial sustainability of the ferry

operator and; develop options for any changes to the legislation that wouldenable the Commissioner to better balance those interests with the financialsustainability of the ferry operator.

7. The Coastal Ferry Acthas provisions to encourage the ferry operator to seekalternate service providers. Identify any legislative or other barriers to

alternate service delivery and advise on what changes could be considered toencourage this form of service delivery.


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8. Assess whether the Commissioner has sufficient powers to hold the ferryoperator accountable for minimizing expenses in delivering core ferry

services in accordance with the Coastal Ferry Services Contract withoutcompromising safety and for publicly justifying expenditures which mayimpact ferry fares.

9. Assess whether there are any impediments in theActand/or the Coastal FerryServices Contract which impacts the ferry operators ability to deliver anefficient and effective level of service.

10.Assess the requirement in Section 41 that the Commissioner determinewhether expenses which qualify for inclusion when the price cap is calculatedare reasonable, and advise whether a prudence test is appropriate as well.

11.Assess whether the Commissioner should be required to approve capitalexpenditures prior to them being incurred. Provide best practices from other

light handed or comparable regulatory models regarding the role of theregulator in approving the service providers capital expenditures.

12.Identify the implications of a system of one price cap for all routes or routegroups.

13.Assess whether opportunities for ancillary revenue are being effectively andfully utilized as a tool to help keep fares lower. Identify how ancillary

revenues are treated in other regulatory models in other jurisdictions andassess whether the Commissioner should have the legislated ability toregulate ancillary revenue.

14.Evaluate the current methodology for forecasting future ridership, andelasticity of demand, and provide advice on best practices.

15. Evaluate the complexity of the model for calculating the price caps and the

average fares for compliance purposes , and advise on whether the level ofcomplexity is necessary, and if not, what changes could be made to the model

so it is more readily understood by the general public .

16. Assess whether there should be any provisions in theActto address a possiblesituation where equity levels grow larger than what is required to finance the

long term capital plan of the ferry operator or to achieve/maintain financialsustainability. Evaluate theAct's provisions for equity and return on equity

and determine the appropriate parameters for an operator that does not payincome taxes. Identify how other jurisdictions with a comparable regulatorymodel define equity and determine return on equity.

17. Assess the requirement in theActthat the Commissioner use replacement costvaluation of assets, and determine what effect that policy has or is likely to


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have on fares. Provide advice on alternative methodologies which could bepermitted in the legislation, and provide specific comments on the

appropriateness of differential weighted cost of capital as an option. Also,with respect to the alternative methodologies where replacement cost

valuation of assets is not used, comment specifically on the consequences for

setting price caps for future performance terms.

18. Advise whether there should be a provision in theActfor an off-setting

extraordinary price cap reduction during a performance term if the operatorcomes into an unanticipated windfall or decrease in expenses and whethersuch a provision exists in price cap regulatory models in other jurisdictions.

19. Assess whether or not theAct's provisions for regulating unfair competitiveadvantage are adequate to achieve a public policy objective of fostering

competition while also encouraging the ferry operator to maximize tariffrevenue

20. Assess whether there is a need for a mechanism to consider adjustments to

the Coastal Ferry Services Contract during current or future performanceterms to achieve service level improvements or efficiencies.

21. Assess the impact of any potential changes to the legislation on bondholders

and other providers of investment capital, and provide advice on mitigationmeasures for any impacts which could impair access to financing by the

company in future.

3.1 Term

The term of the Contract will be from September 1, 2011, or earlier upon signing of the

Contract, to January 15, 2012.

4. Deliverables

1. Prepare draft discussion papers on each area under review for publishing on the

Commissions website to facilitate a public consultation process.2. Provide evaluations of other price cap models by November 30, 2011and identify

elements of other models that merit consideration by the Commission.3. Provide analyses and findings for all assessments under Paragraph 3 by November 30,2011 together with options for the Commission to consider in the development of

recommendations to the Minister.4. Provide two printed copies of all discussion papers, evaluations, analyses, etc. as well as

one compact disk with a version of all text in both Microsoft Word and Adobe Acrobat(PDF) format (suitable for web publication).


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5. Assist the Commissioner between December 1, 2011 and January 15, 2012 to formulatea report to the Minister containing the Commissioners recommendations on possible

changes to theAct.

5. Evaluation

This section details all of the mandatory and desirable criteria against which proposals will

be evaluated. Proponents should ensure that they fully respond to all criteria in order toreceive full consideration during evaluation.

5.1 Mandatory Criteria

Proposals not clearly demonstrating that they meet the following mandatory criteria will beexcluded from further consideration during the evaluation process.

Mandatory Criteria

a) The proposal must be received at the closing location before the specified closing time.

b) The proposal must be in English.

c) One electronic copy of the proposal must be submitted in accordance with BC Bid

instructions for e-bidding. Only pre-authorized e-bidders registered on the BC Bid systemcan submit electronic bids.

5.2 Desirable CriteriaProposals meeting all of the mandatory criteria will be further assessed against desirable criteria.

Desirable Criterion Points Minimum score

d) Credentials and Relevant Experience 50 30

e) Demonstrated Understanding of the

Assignment

35 20

f) Fee 15 Note (b)

TOTAL 100

Notes:

a) Proponents not meeting the minimum screening requirement for d) to e) in any of the

above categories will be excluded from further consideration during the evaluationprocess.

b) In determining a Proponent's score for pricing or fee, the evaluation committee will usethe following method:


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1. The Proponent quoting the lowest price for providing the Services will receive 15points, and;

2. Other Proponents will receive a number of points relative to the lowest priceProponent (total point score = lowest price for Term/this Proponent's price for

Term x 15 points).

6. Proposal Format

The following format, sequence, and instructions should be followed in order to provideconsistency in Proponent response and ensure each proposal receives full consideration.

All pages should be consecutively numbered.

1. An unaltered and completed Request for Proposals cover page, including Proponent Sectionas per instructions.

2. Table of contents including page numbers.

3. A short (one or two page) summary of the key features of the proposal.

4. The body of the proposal, including pricing, i.e. the Proponent Response.

7. Proponent Response

In order to receive full consideration during evaluation, proposals should include a detailed

response to the following:7.1. Credentials and Experience

a) Description of the Proponent's proposed team detailing roles, responsibilities, time

allocation of each of the proposed resources. The proposal should address inclusionof backup team resources and provide a brief summary of the suitability of the

proposed resources which outlines qualifications and experience relevant todeveloping public policy alternatives particularly in transportation, expertise in

transportation econometrics; and expertise and knowledge of best practices in thefields of price cap modelling; traffic forecasting and modelling; capital and financial

planning etc.

b) Resumes for all proposed contract personnel detailing the name, address, contact

numbers, email. Resumes should include individual's relevant experience, including

roles and responsibilities, professional credentials, their hourly/daily rates etc.Proposed senior contract personnel should possess global credentials and relevantexperience in similar assignments.

c) Examples of two (2) or more relevant projects to show the company's experience inprojects similar to this Request for Proposals. Details should include project title,

client organization (e.g., project or assignment owner), client contact, client title,contact phone number, contact email (if possible); a description of the services

provided; the dates the services commenced and ended; the service level obligationsundertaken and the outcomes of the relevant projects. References will be contacted to

confirm the quality of services delivered. The Commission will not enter into a


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Contract with any Proponent whose references, in the opinion of the Commission, areunsatisfactory or do not confirm the information provided in the proposal.

7.2 Demonstrated Understanding of the Assignment

d) Preference will be given to Proponents who demonstrate a clear understanding of thisassignment, the history and results of price cap regulation of ferry operators in BCand the objectives of the review.

e) A work plan showing the how the proposed contract personnel will approach theassignment, with a basic list of tasks; and,

f) A declaration of any potential conflicts of interest on the part of the Proponent.

Proponents should ensure their response addresses the mandatory and desirable criteria inParagraphs 5.1 and 5.2 against which the proposals will be evaluated.


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Appendix A Contract Form

By submission of a proposal, the Proponent agrees that should its proposal be successful, the Proponent

enter into a Contract with the Province in accordance with the terms of the Provinces General Serv

Agreement; a copy of which is attached as part of Appendix A.


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GENERAL SERVICE AGREEMENT

For Administrative Purposes Only

Ministry Contract No.: ____________________Requisition No.: __________________________Solicitation No.(if applicable): _____________Commodity Code: ________________________

Contractor Information

Supplier Name: __________________________Supplier No.: __________________________Telephone No.: __________________________E-mail Address: __________________________Website: ________________________________

Financial Information

Client: ____________Responsibility Centre: ____________Service Line: ____________STOB: ____________

Project: ____________

Template version: October 21, 2010


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TABLE OF CONTENTS__________________________________________________________________________________________

No. Heading Page

1. Definitions .............................................................................................................................................. 11.1 General ................................................................................................................................ 11.2 Meaning of record ......................................................................................................... 1

2. Services .................................................................................................................................................... 12.1 Provision of services.......................................................................................................... 22.2 Term..................................................................................................................................... 22.3 Supply of various items.................................................................................................... 22.4 Standard of care ................................................................................................................. 22.5 Standards in relation to persons performing Services ................................................. 22.6 Instructions by Province................................................................................................... 22.7 Confirmation of non-written instructions...................................................................... 22.8 Effectiveness of non-written instructions....................................................................... 2

2.9 Applicable laws.................................................................................................................. 2

3. Payment ................................................................................................................................................... 23.1 Fees and expenses.............................................................................................................. 23.2 Statements of accounts...................................................................................................... 33.3 Withholding of amounts................................................................................................... 33.4 Appropriation .................................................................................................................... 33.5 Currency ............................................................................................................................. 33.6 Non-resident income tax .................................................................................................. 33.7 Prohibition against committing money.......................................................................... 33.8 Refunds of taxes................................................................................................................. 3

4. Representations and Warranties ......................................................................................................... 4

5. Privacy, Security and Confidentiality................................................................................................ 45.1 Privacy................................................................................................................................. 45.2 Security................................................................................................................................ 45.3 Confidentiality ................................................................................................................... 45.4 Public announcements...................................................................................................... 55.5 Restrictions on promotion................................................................................................ 5

6. Material and Intellectual Property .................................................................................................... 56.1 Access to Material.............................................................................................................. 56.2 Ownership and delivery of Material .............................................................................. 56.3 Matters respecting intellectual property........................................................................ 5

6.4 Rights relating to Incorporated Material........................................................................ 5

7. Records and Reports.............................................................................................................................. 57.1 Work reporting .................................................................................................................. 57.2 Time and expense records................................................................................................ 6

8. Audit......................................................................................................................................................... 6


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9. Indemnity and Insurance ..................................................................................................................... 69.1 Indemnity............................................................................................................................ 69.2 Insurance............................................................................................................................. 69.3 Workers compensation ..................................................................................................... 69.4 Personal optional protection ............................................................................................ 69.5 Evidence of coverage......................................................................................................... 6

10. Force Majeure ......................................................................................................................................... 710.1 Definitions relating to force majeure .............................................................................. 710.2 Consequence of Event of Force Majeure ........................................................................ 710.3 Duties of Affected Party ................................................................................................... 7

11. Default and Termination...................................................................................................................... 711.1 Definitions relating to default and termination ............................................................ 711.2 Provinces options on default .......................................................................................... 811.3 Delay not a waiver............................................................................................................. 811.4 Provinces right to terminate other than for default..................................................... 811.5 Payment consequences of termination ........................................................................... 811.6 Discharge of liability ......................................................................................................... 8

11.7 Notice in relation to Events of Default ........................................................................... 8

12. Dispute Resolution................................................................................................................................ 912.1 Dispute resolution process............................................................................................... 912.2 Location of arbitration or mediation............................................................................... 912.3 Costs of mediation or arbitration .................................................................................... 9

13. Miscellaneous......................................................................................................................................... 913.1 Delivery of notices............................................................................................................. 913.2 Change of address or fax number ................................................................................... 913.3 Assignment......................................................................................................................... 913.4 Subcontracting .................................................................................................................. 1013.5 Waiver ................................................................................................................................ 1013.6 Modifications..................................................................................................................... 1013.7 Entire agreement............................................................................................................... 1013.8 Survival of certain provisions......................................................................................... 1013.9 Schedules ........................................................................................................................... 1013.10 Independent contractor ................................................................................................... 1013.11 Personnel not to be employees of Province .................................................................. 1013.12 Key Personnel.................................................................................................................... 1113.13 Pertinent Information....................................................................................................... 1113.14 Conflict of interest ............................................................................................................ 1113.15 Time .................................................................................................................................... 1113.16 Conflicts among provisions ............................................................................................ 1113.17 Agreement not permit nor fetter .................................................................................... 11

13.18 Remainder not affected by invalidity............................................................................ 1113.19 Further assurances............................................................................................................ 1113.20 Additional terms............................................................................................................... 1113.21 Governing law................................................................................................................... 12

14. Interpretation......................................................................................................................................... 12

15. Execution and Delivery of Agreement ............................................................................................. 12


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SCHEDULE A SERVICES

Part 1 - TermPart 2 - ServicesPart 3 - Related DocumentationPart 4 - Key Personnel

SCHEDULE B FEES AND EXPENSES

Part 1 - Maximum Amount PayablePart 2 - FeesPart 3 - ExpensesPart 4 - Statements of AccountPart 5 - Payments Due

SCHEDULE C APPROVED SUBCONTRACTOR(S)

SCHEDULE D INSURANCE

SCHEDULE E PRIVACY PROTECTION SCHEDULE

SCHEDULE F ADDITIONAL TERMS

SCHEDULE G SECURITY SCHEDULE


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THIS AGREEMENT is dated for reference the ___day of ____________, 20__.

BETWEEN:

@LEGAL NAME AND, IF APPLICABLE, DESCRIPTION, OF CONTRACTOR (the Contractor) with thefollowing specified address and fax number:@ADDRESS@POSTAL CODE@FAX NUMBER

AND:

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by_________________________ (the Province) with the following specified address and fax number:@ADDRESS@POSTAL CODE@FAX NUMBER

The Province wishes to retain the Contractor to provide the services specified in Schedule A and, in consideration forthe remuneration set out in Schedule B, the Contractor has agreed to provide those services, on the terms andconditions set out in this Agreement.

As a result, the Province and the Contractor agree as follows:

1 DEFINITIONS

General

1.1 In this Agreement, unless the context otherwise requires:

(a) Business Day means a day, other than a Saturday or Sunday, on which Provincial governmentoffices are open for normal business in British Columbia;

(b) Incorporated Material means any material in existence prior to the start of the Term or developedindependently of this Agreement, and that is incorporated or embedded in the Produced Material bythe Contractor or a Subcontractor;

(c) Material means the Produced Material and the Received Material;

(d) Produced Material means records, software and other material, whether complete or not, that, as aresult of this Agreement, are produced by the Contractor or a Subcontractor and includes theIncorporated Material;

(e) Received Material means records, software and other material, whether complete or not, that, as aresult of this Agreement, are received by the Contractor or a Subcontractor from the Province or anyother person;

(f) Services means the services described in Part 2 of Schedule A;

(g) Subcontractor means a person described in paragraph (a) or (b) of section 13.4; and

(h) Term means the term of the Agreement described in Part 1 of Schedule A subject to that term endingearlier in accordance with this Agreement.

Meaning of record

1.2 The definition of record in the Interpretation Act is incorporated into this Agreement and records will beara corresponding meaning.

2 SERVICES


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Provision of services

2.1 The Contractor must provide the Services in accordance with this Agreement.

Term

2.2 Regardless of the date of execution or delivery of this Agreement, the Contractor must provide the Servicesduring the Term.

Supply of various items

2.3 Unless the parties otherwise agree in writing, the Contractor must supply and pay for all labour, materials,equipment, tools, facilities, approvals and licenses necessary or advisable to perform the Contractorsobligations under this Agreement, including the license under section 6.4.

Standard of care

2.4 Unless otherwise specified in this Agreement, the Contractor must perform the Services to a standard of care,skill and diligence maintained by persons providing, on a commercial basis, services similar to the Services.

Standards in relation to persons performing Services

2.5 The Contractor must ensure that all persons employed or retained to perform the Services are qualified andcompetent to perform them and are properly trained, instructed and supervised.

Instructions by Province

2.6 The Province may from time to time give the Contractor reasonable instructions (in writing or otherwise) asto the performance of the Services. The Contractor must comply with those instructions but, unless otherwisespecified in this Agreement, the Contractor may determine the manner in which the instructions are carriedout.

Confirmation of non-written instructions

2.7 If the Province provides an instruction under section 2.6 other than in writing, the Contractor may requestthat the instruction be confirmed by the Province in writing, which request the Province must comply with assoon as it is reasonably practicable to do so.

Effectiveness of non-written instructions

2.8 Requesting written confirmation of an instruction under section 2.7 does not relieve the Contractor fromcomplying with the instruction at the time the instruction was given.

Applicable laws

2.9 In the performance of the Contractors obligations under this Agreement, the Contractor must comply withall applicable laws.

3 PAYMENT

Fees and expenses

3.1 If the Contractor complies with this Agreement, then the Province must pay to the Contractor at the timesand on the conditions set out in Schedule B:

(a) the fees described in that Schedule;


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(b) the expenses, if any, described in that Schedule if they are supported, where applicable, by properreceipts and, in the Provinces opinion, are necessarily incurred by the Contractor in providing theServices; and

(c) any applicable taxes payable by the Province under law or agreement with the relevant taxationauthorities on the fees and expenses described in paragraphs (a) and (b).

The Province is not obliged to pay to the Contractor more than the Maximum Amount specified inSchedule B on account of fees and expenses.

Statements of accounts

3.2 In order to obtain payment of any fees and expenses under this Agreement, the Contractor must submit to theProvince a written statement of account in a form satisfactory to the Province upon completion of the Servicesor at other times described in Schedule B.

Withholding of amounts

3.3 Without limiting section 9.1, the Province may withhold from any payment due to the Contractor an amountsufficient to indemnify, in whole or in part, the Province and its employees and agents against any liens orother third-party claims that have arisen or could arise in connection with the provision of the Services. Anamount withheld under this section must be promptly paid by the Province to the Contractor upon the basis

for withholding the amount having been fully resolved to the satisfaction of the Province.

Appropriation

3.4 The Provinces obligation to pay money to the Contractor is subject to the Financial Administration Act, whichmakes that obligation subject to an appropriation being available in the fiscal year of the Province duringwhich payment becomes due.

Currency

3.5 Unless otherwise specified in this Agreement, all references to money are to Canadian dollars.

Non-resident income tax

3.6 If the Contractor is not a resident in Canada, the Contractor acknowledges that the Province may be requiredby law to withhold income tax from the fees described in Schedule B and then to remit that tax to the ReceiverGeneral of Canada on the Contractors behalf.

Prohibition against committing money

3.7 Without limiting section 13.10(a), the Contractor must not in relation to performing the Contractorsobligations under this Agreement commit or purport to commit the Province to pay any money except asmay be expressly provided for in this Agreement.

Refunds of taxes

3.8 The Contractor must:

(a) apply for, and use reasonable efforts to obtain, any available refund, credit, rebate or remission offederal, provincial or other tax or duty imposed on the Contractor as a result of this Agreement that theProvince has paid or reimbursed to the Contractor or agreed to pay or reimburse to the Contractorunder this Agreement; and

(b) immediately on receiving, or being credited with, any amount applied for under paragraph (a), remitthat amount to the Province.


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Public announcements

5.4 Any public announcement relating to this Agreement will be arranged by the Province and, if suchconsultation is reasonably practicable, after consultation with the Contractor.

Restrictions on promotion

5.5 The Contractor must not, without the prior written approval of the Province, refer for promotional purposes

to the Province being a customer of the Contractor or the Province having entered into this Agreement.

6 MATERIAL AND INTELLECTUAL PROPERTY

Access to Material

6.1 If the Contractor receives a request for access to any of the Material from a person other than the Province,and this Agreement does not require or authorize the Contractor to provide that access, the Contractor mustpromptly advise the person to make the request to the Province.

Ownership and delivery of Material

6.2 The Province exclusively owns all property rights in the Material which are not intellectual property rights.

The Contractor must deliver any Material to the Province immediately upon the Provinces request.

Matters respecting intellectual property

6.3 The Province exclusively owns all intellectual property rights, including copyright, in:

(a) Received Material that the Contractor receives from the Province; and

(b) Produced Material, other than any Incorporated Material.

Upon the Provinces request, the Contractor must deliver to the Province documents satisfactory to theProvince that irrevocably waive in the Provinces favour any moral rights which the Contractor (oremployees of the Contractor) or a Subcontractor (or employees of a Subcontractor) may have in the ProducedMaterial and that confirm the vesting in the Province of the copyright in the Produced Material, other thanany Incorporated Material.

Rights in relation to Incorporated Material

6.4 Upon any Incorporated Material being embedded or incorporated in the Produced Material and to the extentthat it remains so embedded or incorporated, the Contractor grants to the Province:

(a) a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify anddistribute that Incorporated Material; and

(b) the right to sublicense to third-parties the right to use, reproduce, modify and distribute thatIncorporated Material.

7 RECORDS AND REPORTS

Work reporting

7.1 Upon the Provinces request, the Contractor must fully inform the Province of all work done by theContractor or a Subcontractor in connection with providing the Services.

Time and expense records

7.2 If Schedule B provides for the Contractor to be paid fees at a daily or hourly rate or for the Contractor to bepaid or reimbursed for expenses, the Contractor must maintain time records and books of account, invoices,receipts and vouchers of expenses in support of those payments, in form and content satisfactory to the


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Province. Unless otherwise specified in this Agreement, the Contractor must retain such documents for aperiod of not less than seven years after this Agreement ends.

8 AUDIT

8.1 In addition to any other rights of inspection the Province may have under statute or otherwise, the Provincemay at any reasonable time and on reasonable notice to the Contractor, enter on the Contractors premises toinspect and, at the Provinces discretion, copy any of the Material and the Contractor must permit, and

provide reasonable assistance to, the exercise by the Province of the Provinces rights under this section.

9 INDEMNITY AND INSURANCE

Indemnity

9.1 The Contractor must indemnify and save harmless the Province and the Provinces employees and agentsfrom any losses, claims, damages, actions, causes of action, costs and expenses that the Province or any of theProvinces employees or agents may sustain, incur, suffer or be put to at any time, either before or after thisAgreement ends, including any claim of infringement of third-party intellectual property rights, where thesame or any of them are based upon, arise out of or occur, directly or indirectly, by reason of any act oromission by the Contractor or by any of the Contractors agents, employees, officers, directors orSubcontractors in connection with this Agreement, excepting always liability arising out of the independent

acts or omissions of the Province and the Provinces employees and agents.

Insurance

9.2 The Contractor must comply with the Insurance Schedule attached as Schedule D.

Workers compensation

9.3 Without limiting the generality of section 2.9, the Contractor must comply with, and must ensure that anySubcontractors comply with, all applicable occupational health and safety laws in relation to the performanceof the Contractors obligations under this Agreement, including the Workers Compensation Act in BritishColumbia or similar laws in other jurisdictions.

Personal optional protection

9.4 The Contractor must apply for and maintain personal optional protection insurance (consisting of incomereplacement and medical care coverage) during the Term at the Contractors expense if:

(a) the Contractor is an individual or a partnership of individuals and does not have the benefit ofmandatory workers compensation coverage under the Workers Compensation Act or similar laws inother jurisdictions; and

(b) such personal optional protection insurance is available for the Contractor from WorkSafeBC or othersources.

Evidence of coverage

9.5 Within 10 Business Days of being requested to do so by the Province, the Contractor must provide the Provincewith evidence of the Contractors compliance with sections 9.3 and 9.4.

10 FORCE MAJEURE

Definitions relating to force majeure

10.1 In this section and sections 10.2 and 10.3:

(a) Event of Force Majeure means one of the following events:

(i) a natural disaster, fire, flood, storm, epidemic or power failure,


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(ii) a war (declared and undeclared), insurrection or act of terrorism or piracy,

(iii) a strike (including illegal work stoppage or slowdown) or lockout, or

(iv) a freight embargo

if the event prevents a party from performing the partys obligations in accordance with thisAgreement and is beyond the reasonable control of that party; and

(b) Affected Party means a party prevented from performing the partys obligations in accordancewith this Agreement by an Event of Force Majeure.

Consequence of Event of Force Majeure

10.2 An Affected Party is not liable to the other party for any failure or delay in the performance of the AffectedPartys obligations under this Agreement resulting from an Event of Force Majeure and any time periods forthe performance of such obligations are automatically extended for the duration of the Event of ForceMajeure provided that the Affected Party complies with the requirements of section 10.3.

Duties of Affected Party

10.3 An Affected Party must promptly notify the other party in writing upon the occurrence of the Event of ForceMajeure and make all reasonable efforts to prevent, control or limit the effect of the Event of Force Majeure soas to resume compliance with the Affected Partys obligations under this Agreement as soon as possible.

11 DEFAULT AND TERMINATION

Definitions relating to default and termination

11.1 In this section and sections 11.2 to 11.4:

(a) Event of Default means any of the following:

(i) an Insolvency Event,

(ii) the Contractor fails to perform any of the Contractors obligations under this Agreement, or

(iii) any representation or warranty made by the Contractor in this Agreement is untrue or

incorrect; and(b) Insolvency Event means any of the following:

(i) an order is made, a resolution is passed or a petition is filed, for the Contractor's liquidationor winding up,

(ii) the Contractor commits an act of bankruptcy, makes an assignment for the benefit of theContractors creditors or otherwise acknowledges the Contractors insolvency,

(iii) a bankruptcy petition is filed or presented against the Contractor or a proposal under theBankruptcy and Insolvency Act (Canada) is made by the Contractor,

(iv) a compromise or arrangement is proposed in respect of the Contractor under the Companies'Creditors Arrangement Act (Canada),

(v) a receiver or receiver-manager is appointed for any of the Contractors property, or

(vi) the Contractor ceases, in the Provinces reasonable opinion, to carry on business as a goingconcern.

Provinces options on default

11.2 On the happening of an Event of Default, or at any time thereafter, the Province may, at its option, elect to doany one or more of the following:

(a) by written notice to the Contractor, require that the Event of Default be remedied within a timeperiod specified in the notice;

(b) pursue any remedy or take any other action available to it at law or in equity; or


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(c) by written notice to the Contractor, terminate this Agreement with immediate effect or on a futuredate specified in the notice, subject to the expiration of any time period specified under section11.2(a).

Delay not a waiver

11.3 No failure or delay on the part of the Province to exercise its rights in relation to an Event of Default willconstitute a waiver by the Province of such rights.

Provinces right to terminate other than for default

11.4 In addition to the Provinces right to terminate this Agreement under section 11.2(c) on the happening of anEvent of Default, the Province may terminate this Agreement for any reason by giving at least 10 dayswritten notice of termination to the Contractor.

Payment consequences of termination

11.5 Unless Schedule B otherwise provides, if the Province terminates this Agreement under section 11.4:

(a) the Province must, within 30 days of such termination, pay to the Contractor any unpaid portion ofthe fees and expenses described in Schedule B which corresponds with the portion of the Services thatwas completed to the Provinces satisfaction before termination of this Agreement; and

(b) the Contractor must, within 30 days of such termination, repay to the Province any paid portion ofthe fees and expenses described in Schedule B which corresponds with the portion of the Services thatthe Province has notified the Contractor in writing was not completed to the Provinces satisfactionbefore termination of this Agreement.

Discharge of liability

11.6 The payment by the Province of the amount described in section 11.5(a) discharges the Province from allliability to make payments to the Contractor under this Agreement.

Notice in relation to Events of Default

11.7 If the Contractor becomes aware that an Event of Default has occurred or anticipates that an Event of Defaultis likely to occur, the Contractor must promptly notify the Province of the particulars of the Event of Defaultor anticipated Event of Default. A notice under this section as to the occurrence of an Event of Default mustalso specify the steps the Contractor proposes to take to address, or prevent recurrence of, the Event ofDefault. A notice under this section as to an anticipated Event of Default must specify the steps theContractor proposes to take to prevent the occurrence of the anticipated Event of Default.

12 DISPUTE RESOLUTION

Dispute resolution process

12.1 In the event of any dispute between the parties arising out of or in connection with this Agreement, thefollowing dispute resolution process will apply unless the parties otherwise agree in writing:

(a) the parties must initially attempt to resolve the dispute through collaborative negotiation;

(b) if the dispute is not resolved through collaborative negotiation within 15 Business Days of the disputearising, the parties must then attempt to resolve the dispute through mediation under the rules of theBritish Columbia Mediator Roster Society; and

(c) if the dispute is not resolved through mediation within 30 Business Days of the commencement ofmediation, the dispute must be referred to and finally resolved by arbitration under the CommercialArbitration Act.


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Location of arbitration or mediation

12.2 Unless the parties otherwise agree in writing, an arbitration or mediation under section 12.1 will be held inVictoria, British Columbia.

Costs of mediation or arbitration

12.3 Unless the parties otherwise agree in writing or, in the case of an arbitration, the arbitrator otherwise orders,

the parties must share equally the costs of a mediation or arbitration under section 12.1 other than those costsrelating to the production of expert evidence or representation by counsel.

13 MISCELLANEOUS

Delivery of notices

13.1 Any notice contemplated by this Agreement, to be effective, must be in writing and delivered as follows:

(a) by fax to the addressee's fax number specified on the first page of this Agreement, in which case itwill be deemed to be received on the day of transmittal unless transmitted after the normal businesshours of the addressee or on a day that is not a Business Day, in which cases it will be deemed to bereceived on the next following Business Day;

(b)

by hand to the addressee's address specified on the first page of this Agreement, in which case it willbe deemed to be received on the day of its delivery; or

(c) by prepaid post to the addressee's address specified on the first page of this Agreement, in whichcase if mailed during any period when normal postal services prevail, it will be deemed to be receivedon the fifth Business Day after its mailing.

Change of address or fax number

13.2 Either party may from time to time give notice to the other party of a substitute address or fax number, whichfrom the date such notice is given will supersede for purposes of section 13.1 any previous address or faxnumber specified for the party giving the notice.

Assignment

13.3 The Contractor must not assign any of the Contractors rights under this Agreement without the Provincesprior written consent.

Subcontracting

13.4 The Contractor must not subcontract any of the Contractors obligations under this Agreement to any personwithout the Provinces prior written consent, excepting persons listed in the attached Schedule C. Nosubcontract, whether consented to or not, relieves the Contractor from any obligations under this Agreement.The Contractor must ensure that:

(a) any person retained by the Contractor to perform obligations under this Agreement; and

(b)

any person retained by a person described in paragraph (a) to perform those obligationsfully complies with this Agreement in performing the subcontracted obligations.

Waiver

13.5 A waiver of any term or breach of this Agreement is effective only if it is in writing and signed by, or onbehalf of, the waiving party and is not a waiver of any other term or breach.


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Modifications

13.6 No modification of this Agreement is effective unless it is in writing and signed by, or on behalf of, theparties.

Entire agreement

13.7 This Agreement (including any modification of it) constitutes the entire agreement between the parties as to

performance of the Services.

Survival of certain provisions

13.8 Sections 2.9, 3.1 to 3.4, 3.7, 3.8, 5.1 to 5.5, 6.1 to 6.4, 7.1, 7.2, 8.1, 9.1, 9.2, 9.5, 10.1 to 10.3, 11.2, 11.3, 11.5, 11.6,12.1 to 12.3, 13.1, 13.2, 13.8, and 13.10, any accrued but unpaid payment obligations, and any other sections ofthis Agreement (including schedules) which, by their terms or nature, are intended to survive the completionof the Services or termination of this Agreement, will continue in force indefinitely, even after this Agreementends.

Schedules

13.9 The schedules to this Agreement (including any appendices or other documents attached to, or incorporated

by reference into, those schedules) are part of this Agreement.

Independent contractor

13.10 In relation to the performance of the Contractors obligations under this Agreement, the Contractor is anindependent contractor and not:

(a) an employee or partner of the Province; or

(b) an agent of the Province except as may be expressly provided for in this Agreement.

The Contractor must not act or purport to act contrary to this section.

Personnel not to be employees of Province

13.11 The Contractor must not do anything that would result in personnel hired or used by the Contractor or aSubcontractor in relation to providing the Services being considered employees of the Province.

Key Personnel

13.12 If one or more individuals are specified as Key Personnel of the Contractor in Part 4 of Schedule A, theContractor must cause those individuals to perform the Services on the Contractors behalf, unless theProvince otherwise approves in writing, which approval must not be unreasonably withheld.

Pertinent information

13.13 The Province must make available to the Contractor all information in the Provinces possession which theProvince considers pertinent to the performance of the Services.

Conflict of interest

13.14 The Contractor must not provide any services to any person in circumstances which, in the Provincesreasonable opinion, could give rise to a conflict of interest between the Contractors duties to that person andthe Contractors duties to the Province under this Agreement.

Time


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13.15 Time is of the essence in this Agreement and, without limitation, will remain of the essence after anymodification or extension of this Agreement, whether or not expressly restated in the document effecting themodification or extension.

Conflicts among provisions

13.16 Conflicts among provisions of this Agreement will be resolved as follows:

(a) a provision in the body of this Agreement will prevail over any conflicting provision in, attached to orincorporated by reference into a schedule, unless that conflicting provision expressly states otherwise;and

(b) a provision in a schedule will prevail over any conflicting provision in a document attached to orincorporated by reference into a schedule, unless the schedule expressly states otherwise.

Agreement not permit nor fetter

13.17 This Agreement does not operate as a permit, license, approval or other statutory authority which theContractor may be required to obtain from the Province or any of its agencies in order to provide the Services.Nothing in this Agreement is to be construed as interfering with, or fettering in any manner, the exercise bythe Province or its agencies of any statutory, prerogative, executive or legislative power or duty.

Remainder not affected by invalidity

13.18 If any provision of this Agreement or the application of it to any person or circumstance is invalid orunenforceable to any extent, the remainder of this Agreement and the application of such provision to any otherperson or circumstance will not be affected or impaired and will be valid and enforceable to the extent permittedby law.

Further assurances

13.19 Each party must perform the acts, execute and deliver the writings, and give the assurances as may bereasonably necessary to give full effect to this Agreement.

Additional terms

13.20 Any additional terms set out in the attached Schedule F apply to this Agreement.

Governing law

13.21 This Agreement is governed by, and is to be interpreted and construed in accordance with, the lawsapplicable in British Columbia.

14 INTERPRETATION

14.1 In this Agreement:

(a)

includes and including are not intended to be limiting;(b) unless the context otherwise requires, references to sections by number are to sections of this

Agreement;

(c) the Contractor and the Province are referred to as the parties and each of them as a party;

(d) attached means attached to this Agreement when used in relation to a schedule;

(e) unless otherwise specified, a reference to a statute by name means the statute of British Columbia bythat name, as amended or replaced from time to time;

(f) the headings have been inserted for convenience of reference only and are not intended to describe,enlarge or restrict the scope or meaning of this Agreement or any provision of it;


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(g) person includes an individual, partnership, corporation or legal entity of any nature; and

(h) unless the context otherwise requires, words expressed in the singular include the plural and viceversa.

15 EXECUTION AND DELIVERY OF AGREEMENT

15.1 This Agreement may be entered into by a separate copy of this Agreement being executed by, or on behalf of,each party and that executed copy being delivered to the other party by a method provided for in section 13.1

or any other method agreed to by the parties.

The parties have executed this Agreement as follows:

SIGNED on the _____ day of_______________, 20__ by theContractor (or, if not an individual,on its behalf by its authorizedsignatory or signatories):

Signature(s)

Print Name(s)

Print Title(s)

SIGNED on the _____ day of________________, 20__ on behalf of theProvinceby its duly authorized representative:

Signature

Print Name

Print Title


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Schedule A Services

[Instructions are red and italicized. All bracketed instructions must be deleted prior to use of Schedules. Leave inblack font. Examples of contract language are quoted, remove quotation marksprior to use.]

[A form of Schedule A must always be attached to the General Service Agreement.]

PART 1. TERM:

1. Subject to section 2 of this Part 1, [delete if no extension option to be provided for in 2] The term of this

Agreement commences on ________________ and ends on _______________.2. [Specify any option to extend the term here or delete.]

PART 2. SERVICES:

[Include a detailed description of all aspects of the services, using the following sub-headings, as applicable. Use asmuch space as required.]

Outputs

[Deliverables or the services purchased. Includes a delivery schedule, formats, quantity and specific or technicalrequirements. Use mandatory language: The Contractor must]

Inputs

[Resource commitments that produce the outputs. Includes staff qualifications and time, materials, equipment,

facilities, volunteer time. Extract inputs from the proposal, a statement of work or as negotiated. Use mandatorylanguage: The Contractor must]

Outcomes

[Expected results flowing from the contracted services.]

Through the delivery of the Services the Province wishes to realize the following outcomes and, without limiting theobligation of the Contractor to comply with other provisions of this Part, the Contractor must use commerciallyreasonable efforts to achieve them:

[Insert a list of outcomes here or insertSee attached Outcomes here and attach list of outcomes in separatedocument labeledOutcomes attached at the end of this Schedule.]

The parties acknowledge that the Contractor does not warrant that these outcomes will be achieved.

Reporting requirements

[Report formats, instructions, and frequency. Reports must include delivery dates and quantities of the outputs.]PART 3. RELATED DOCUMENTATION:

[Add to the Agreement various scope-of-work documentation that is intended by the parties to be contractual. If noadditional documentation is to be included state Not applicable under section 1. and move on to Part 4.]

1. The Contractor must perform the Services in accordance with the obligations set out in this Schedule Aincluding any engagement letter, Solicitation document excerpt, proposal excerpt or other documentationattached as an Appendix to, or specified as being incorporated by reference in, this Schedule.

[If physically attaching documentation use the following section 2.]

2. The following are Appendices to this Schedule A:

Appendix 1 Engagement Letter ATTACHED: NOT APPLICABLEAppendix 2 Solicitation document excerpt ATTACHED: NOT APPLICABLE

Appendix 3 Proposal excerpt ATTACHED: NOT APPLICABLEAppendix 4 [specify] ATTACHED: NOT APPLICABLE

[If incorporating documents by reference use the following section 2.]

2. The following documentation is incorporated by reference into this Schedule A:

[insert detailed description of relevant documentation and specify those pages or sections to be incorporated]

PART 4. KEY PERSONNEL:


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[If no Key Personnel state not applicable butif Key Personnel provision is desired as referenced in section 13.12,include the following section 1.]

1. The Key Personnel of the Contractor are as follows:

(a)

(b)

(c)


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Schedule B Fees and Expenses

[A customized form of Schedule B is always attached to the GSA.]

1. MAXIMUM AMOUNT PAYABLE:

Maximum Amount: Despite sections 2 and 3 of this Schedule, $_________ is the maximum amount which the

Province is obliged to pay to the Contractor for fees and expenses under this Agreement (exclusive of any applicabletaxes described in section 3.1(c) of this Agreement).

2. FEES: [Choose one or a combination of the following and delete the rest.]

Daily Rate

Fees: at a rate of $____ per day (based on a day of ___ hours) for those days during the Term when the Contractorprovides the Services. If the Contractor provides the Services for less than the required hours on any day, thenfees for that day will be reduced proportionally.

Hourly Rate

Fees: at a rate of $____ per hour for those hours during the Term when the Contractor provides the Services.

Rate per Unit/Deliverable

Fees: at a rate of $____ for each [unit/deliverable] provided by the Contractor as Services during the Term up to___ [units/deliverables].

Flat Rate

Fees: $__ for performing the Services during the Term.

3. EXPENSES:

Expenses: [If the Contractor is not to be paid for any expenses, delete paragraphs (a) to (c) below and insertNone.]

a. travel, accommodation and meal expenses for travel greater than _______ [insert32 kilometers or otheragreed distance] away from ____________ [insert place in which Contractor is located or other agreedlocation] on the same basis as the Province pays its ___________ [insertGroup I or Group II or ? tocomplete this paragraph] employees when they are on travel status; and

b. the Contractors actual long distance telephone, fax, postage and other identifiable communication expenses;and

c. [Describe here if any other type of expense to be permitted.] excluding Harmonized sales tax (HST) or other applicable tax paid or payable by the Contractor on expensesdescribed in (a) to (c) above [change to (a) and (b) above if (c) is to be deleted above] to the extent that theContractor is entitled to claim credits (including HST input tax credits), rebates, refunds or remissions of the taxfrom the relevant taxation authorities.

4. STATEMENTS OF ACCOUNT:

[If daily, hourly or unit rate use the following section 4.]


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Statements of Account: In order to obtain payment of any fees and expenses under this Agreement for [insertdescription of billing period here- see examples below] (each a "Billing Period"), the Contractor must deliver to theProvince on a date after the Billing Period (each a "Billing Date"), a written statement of account in a formsatisfactory to the Province conta

Documents

British Columbia Ferry Commission regulatory review request for proposals