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Purchasing and Materials Management Division

Request for Quotation #: 9917-18-7738

Issued: December 12, 2018

Performance Security: $15,000

Buyer: Ansel Salim

Telephone No.: 416-392-7177

Email: Ansel.Salim@Toronto.ca

Client Division: Facilities Management

REQUEST FOR QUOTATION COVER PAGE

Quotations in response to this RFQ must be completed, properly executed by the Bidder and received at the Purchasing and Materials Management Division, 18th Floor, West Tower, City Hall, 100 Queen Street West, Toronto, Ontario, Canada M5H 2N2 by 12 O’CLOCK NOON (LOCAL TIME) ON THE SPECIFIED CLOSING DATE or your Quotation will be declared non-compliant.

Questions Deadline: January 14, 2019

Closing Date: January 23, 2019

Late submissions will not be considered. Delays caused by any delivery service (including Canada Post and courier services) shall not be grounds for any extension of the submission deadline. Quotations will not be accepted by fax or email.

DESCRIPTION

QUOTATIONS ARE REQUESTED FOR:

A Professional Independent Commissioning Agent and Measurement & Verification Agent for the New Net Zero Energy Mount Dennis Day Care at 1234 Weston Road, Toronto, Ontario

PUBLIC OPENING – You are invited to attend a public opening of the Quotations at the time and location indicated above. Unless

otherwise indicated the prices will be read aloud at this time. Acceptance of any Quotation is subject to further review by the City of Toronto. For any questions, contact the above named Buyer in writing.

IMPORTANT NOTICE – Transition to City's new Source-to-pay tool – SAP Ariba

As of September, 2018, the City of Toronto will launch an online Source-to-Pay tool utilizing SAP Ariba and begin to migrate the City's Solicitations (RFQs, RFPs etc.) from being posted on the City's Online Call Document System to being posted through SAP Ariba. It is important for all Suppliers to register on the SAP Ariba network in order to continue to be able to access City of Toronto Solicitations. For more information on this transition please visit: Upcoming Changes to Bidding on City Contracts Any questions about this transition should be directed to City Bids at: citybids@toronto.ca

The undersigned, the Bidder, agrees with the City of Toronto, the party inviting the Quotation referred to above (hereinafter referred to as “the City” unless otherwise indicated) that: (a) the Bidder will furnish to the City, in conformity with all of the terms

and conditions, specifications, plans, price schedules, samples, instructions, addenda or other details provided in connection therewith or referred to herein, the goods, material, articles, equipment, work or services, specified or called for in this RFQ, at the prices quoted herein, on receipt of an official purchase order therefore;

(b) the Bidder warrants that any goods, material, articles or equipment to be supplied under or pursuant to any official purchase order based on this Quotation, that is or are to be made or used for a particular purpose, will be fit and suitable for that purpose; and

(c) By submitting a Quotation in response to this RFQ, the Bidder certifies that:

i) The prices in the Quotation have been arrived at independently of those of any other Bidder;

ii) The prices in the Quotation have not been knowingly disclosed by the Bidder, and will not knowingly be disclosed by the Bidder prior to the award, directly or indirectly, to any other Bidder or competitor; and

iii) No attempt has been made, or will be made to induce any other person to submit or not to submit a Quotation, for the purpose of restricting competition.

Name of Bidder:

Address of Bidder:

Telephone: Fax Number: Email:

Signature of Authorized Signing Officer: (must be signed in ink) I have the authority to bind the Bidder

Print Name: Date:

Title:

Site meeting to be held: Not Applicable

I/WE ACKNOWLEDGE THE RECEIPT OF ADDENDUM TO DATED TO .

TOTAL EVALUATED BID PRICE (transcribed from Appendix C -Price Form)

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For convenience, you may affix the return label found below to

the envelope containing your submission. If you do not use the

provided return label, the front of your envelope must indicate

ALL of the information shown on the return label below.

Purchasing and Materials Management cannot be held

responsible for documents submitted in envelopes that are not

labelled in accordance with the above instructions.

Return Label

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Firm Name:

Request for Quotation No. 9917-18-7738

Closing Deadline: 12:00 O’Clock Noon, January 23, 2019

Chief Purchasing Official

Purchasing and Materials Management Division

18th Floor, West Tower, City Hall

100 Queen Street West

Toronto Ontario M5H 2N2

Canada

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Table of Contents RFQ 9917-18-7738

COVER PAGE ........................................................................................................................... 1

Table of Contents ....................................................................................................................... 3

1.0 RFQ Summary ............................................................................................................. 4

2.0 Terminology ................................................................................................................. 4

3.0 Scope of Work and Associated Deliverables ................................................................ 8

4.0 Term of Contract .........................................................................................................22

5.0 Quotation Response Requirements .............................................................................22

6.0 Evaluation of Bids ........................................................................................................27

7.0 Offers to Agencies and Corporations (Piggyback Option) ............................................27

8.0 Specifications - Not Applicable ....................................................................................28

9.0 Quantity .......................................................................................................................28

10.0 Disbursement ..............................................................................................................28

11.0 Insurance (Refer to Appendix B – General Contract Terms and Conditions) ...............28

12.0 Occupational Health and Safety ..................................................................................29

13.0 The City of Toronto Social Procurement Program .......................................................30

APPENDIX “A” – REQUEST FOR QUOTATIONS PROCESS TERMS AND CONDITIONS

APPENDIX “B” – GENERAL CONTRACT TERMS AND CONDITIONS

APPENDIX “C” – PRICE FORM

APPENDIX “D” – SUPPLEMENTARY FORMS

APPENDIX “E” – CITY POLICY COMPLIANCE FORMS

APPENDIX “E1” – APPLICABLE CITY POLICIES

APPENDIX “E2” – FAIR WAGE SCHEDULE

APPENDIX "F" – PROJECT REFERENCE MATERIAL (AVAILABLE IN CD)

APPENDIX "G" – SPECIMEN CONTRACT AGREEMENT

NOTICE OF “NO BID”

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1.0 RFQ Summary 1.1 Quotations are invited for the non-exclusive services of a Professional Independent

Commissioning Agent and M&V Agent for the City of Toronto's Facilities Management Division for their New Net Zero Energy Mount Dennis Day Care at 1234 Weston Road, Toronto, Ontario, all in accordance with the provisions and specifications contained in this Request for Quotation (RFQ) and the City of Toronto's Procurement Policies, the attached Appendix “C” - Price Form, and the City of Toronto Fair Wage Policy and Labour Trades Contractual Obligations in the Construction Industry.

2.0 Terminology 2.1 Definitions 2.1.1 In this request for quotation, unless inconsistent with the subject matter or context:

“Addendum” or “Addenda” means any document or documents issued by the City prior to the Closing Deadline that changes the terms of the RFQ or contains additional information related to the RFQ; "Affiliated Person" means everyone related to the Bidder including, but not limited to employees, agents, representatives, organizations, bodies corporate, societies, companies, firms, partnerships, associations of persons, parent companies, and subsidiaries, whether partly or wholly-owned, as well as individuals, and directors, if:

A. Directly or indirectly either one controls or has the power to control the other, or B. A third party has the power to control both.

“Agencies and Corporations” refer to bodies and organizations that have a direct reporting or funding relationship with the City of Toronto or Council. The list of current organization name and contact of agencies and corporations to be considered under this RFQ is available from the following page on the City's website www.toronto.ca/abcc

"ASHRAE" stands for the American Society of Heating, Refrigerating and Air-Conditioning Engineers “Award” means the formal acceptance of a bid that results in a contract;

"BAS" means Building Automation Systems

"Bid" means a Bidder's response to the RFQ, which includes all of the documentation necessary to satisfy the requirements of the RFQ, has the same meaning as "Quotation" and is used interchangeably;

“Bidder” means any legal entity that submits a Quotation in response to the RFQ;

“Business Day” means any working day, Monday to Friday inclusive, excluding statutory and other holidays, namely: New Year’s Day; Family Day; Good Friday; Easter Monday; Victoria

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Day; Canada Day; Civic Holiday; Labour Day; Thanksgiving Day; Remembrance Day; Christmas Day; Boxing Day and any other day which the City has elected to be closed for business;

“Buyer” or "Senior Buyer" means the main contact person at the City for all matters related to the RFQ process, as set out on the RFQ Cover Page; "City" means the City of Toronto including all Agencies and Corporations of the City;

"Chief Purchasing Official (CPO)" means the person designated to undertake the responsibilities of the chief purchasing official of the City.

“Closing Deadline” means the date and time specified on the RFQ Cover Page or any Addenda issued by the City, as the date and time by which Bidders must submit their Quotation;

"Conflict of Interest or Unfair Advantage" means:

A. In relation to the RFQ process, a Bidder that has, or is seen to have, an unfair advantage

or engages in conduct, directly or indirectly, that may give it an unfair advantage, including but not limited to: (1) Having, or having access to, confidential information of the City in the preparation of

its bid that is not available to other Bidders, or (2) Communicating with any person with a view to influencing preferred treatment in the

procurement process (including but not limited to the lobbying of decision makers involved in the procurement process), or

(3) Engaging in conduct that compromises, or could be seen to compromise, the integrity of the procurement process; or

B. In relation to the performance of its contractual obligations in the City contract , the Bidder’s

other commitments, relationships or financial interests: (1) Could, or could be seen to, exercise an improper influence over the objective,

unbiased and impartial exercise of its independent judgement, or a) Could, or could be seen to, compromise, impair or be incompatible with the effective

performance of its contractual obligations.

“Contract” means the binding agreement that is formed upon Award as confirmed by the issuance of a purchase order, blanket contract or the execution of any written agreement by the City. “Council” means City Council; "Commissioning (Cx)" refers to A process focuses upon verifying and documenting that the facility and all of its system and assemblies are planned, designed, installed, tested, operated and maintained to meet the Owner's Project Requirements.

“Deliverables” means everything provided to the City in the course of performing the Contract or agreed to be provided to the City under the Contract by the Vendor

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"Diverse Supplier" means any business or enterprise that is certified by a Supplier Certification Organization to be:

More than 51% (majority) owned, managed and controlled by persons belonging to an equity-seeking community, or

A social purpose enterprise whose primary purpose is to create social, environmental or cultural value and impact, and where more than 50% of the persons who are full-time equivalent employees or are participating in, or have completed, transitional employment training, experience economic disadvantage.

"Equity-seeking Community" means a group that experiences discrimination or barriers to equal opportunity, including women, Aboriginal People, persons with disabilities, newcomers/new immigrants, LGBTQ+ people, visible minorities/racialized people, and other groups the City identifies as historically underrepresented.

"HST", means Harmonized Sales Tax; “including” means “including without limitation” and ”includes” means “includes without limitation”; the use of the word “including” or “includes” is not intended to limit any statement that immediately precedes it to the items immediately following it.

"HVAC" means Heating, Ventilation and Air Conditioning

“may” and “should” used in this RFQ denote permissive (not mandatory);

“must”, “shall” or “will” used in this RFQ denote imperative (mandatory), meaning Quotations not satisfying imperative (mandatory) requirements will be deemed to be non compliant and will not be considered for Award of Contract.

“MFIPPA” means the Municipal Freedom of Information and Protection of Privacy Act;

"Non-Compliant" means that the Quotation has failed one (1) or more mandatory requirement(s) and will not be considered for Award; "Public Body" means any government or government agency, municipality or local board, commission or non-profit corporation carrying out a public function, and includes any corporation of which the City is a shareholder. "Purchase Order" means a document issued to the Vendor under the authority of the Chief Purchasing Official that sets out the terms and conditions applicable to the supply of goods and services by a supplier, including reference to any other Contract documents and the contract value. "Quotation" means a Bidder's response to the RFQ, which includes all of the documentation necessary to satisfy the requirements of the RFQ, has the same meaning as "Bid" and is used interchangeably; “Requirements of Law” mean all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, City by-laws, rules, regulations, policies, official

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plans, permits, licences, authorisations, directions, and agreements with all authorities that now or at any time hereafter may be applicable to either the Contract or the Deliverables or any part of them; "RFQ" means this Request for Quotation inclusive of all Appendices, Schedules and any Addenda that may be issued by the City;

"Supplier Certification Organization" means a non-profit organization recognized by the City of Toronto that certifies businesses and enterprises as Diverse Suppliers by assessing them using established, consistent criteria. Recognized Supplier Certification Organizations include:

Canadian Aboriginal and Minority Supplier Council

Canadian Gay and Lesbian Chamber of Commerce

Social Purchasing Project

Women Business Enterprise Canada Canadian Council for Aboriginal Business "Supplier Code of Conduct" means business ethical standards contained in Article 13

Chapter 195, Purchasing, of the Toronto Municipal Code;

“Term” means the period of time from the effective date of the Award as evidenced by a City purchase order, until the completion date of the Contract including any renewal options exercised by the City as detailed in Section 4.0.

“Vendor” means the successful Bidder that has been awarded the Contract. "Workforce Development" means a relatively wide range of activities, policies and programs

to create, sustain and retain a viable workforce that can support current and future business and industry. It is an approach that integrates career exploration, industry–driven education and training, employment, and career advancement strategies, facilitated by the collaboration between employers, training and education institutions, government, and communities.

2.2 References to Labeled Provisions

Each reference in this Request for Quotation to a numbered or lettered “section”, “subsection”, “paragraph”, “subparagraph”, “clause” or “subclause” shall, unless otherwise expressly indicated, be taken as a reference to the correspondingly labelled provision of this Request for Quotation (RFQ).

2.3 General Interpretation In this RFQ, unless the context otherwise necessitates:

2.3.1 any reference to an officer or representative of the City shall be construed to mean the person

holding that office from time to time, and the designate or deputy of that person, and shall be deemed to include a reference to any person holding a successor office or the designate or deputy of that person;

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2.3.2 a reference to any Act, bylaw, rule or regulation or to a provision thereof shall be deemed to

include a reference to any Act, bylaw, rule or regulation or provision enacted in substitution thereof or amendment thereof;

2.3.3 all amounts are expressed in Canadian dollars and are to be secured and payable in

Canadian dollars; 2.3.4 all references to time shall be deemed to be references to current time in the City; 2.3.5 a word importing only the masculine, feminine or neuter gender includes members of the

other genders; and a word defined in or importing the singular number has the same meaning when used in the plural number, and vice versa;

2.3.6 any words and abbreviations which have well-known professional, technical or trade

meanings, are used in accordance with such recognized meanings; 2.3.7 all accounting terms have the meaning recognized by or ascribed to those terms by the

Chartered Professional Accountants Canada (CPA Canada); and

2.3.8 all index and reference numbers in the RFQ or any related City document are given for the convenience of Bidders and such must be taken only as a general guide to the items referred to. It must not be assumed that such numbering is the only reference to each item. The documents as a whole must be fully read in detail for each item.

2.4 RFQ Process Terms and Conditions This RFQ process is governed by the terms and conditions in Appendix “A”.

3.0 Scope of Work and Associated Deliverables 3.1 Background

3.1.1. This project is an innovative Net Zero Energy childcare facility for the City of Toronto. It is to be located at 1234 Weston Road, within the Mount Dennis area, at the corner of Weston Road and Glenvalley Drive.

3.1.2. The site is 1,440 s.m. in lot area, and the building has 2 levels plus finished basement, for a

total of 19,000sf. The site of the new Mount Dennis Childcare Centre is 1234 Weston Road, Toronto. Refer to Figure 1 for the project location mapping.

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Figure 1: Project

Location, 1234 Weston Road

3.1.3. Included in the programming area are two Infant Rooms, three Toddler Rooms, and three Preschool Rooms. The facility will accommodate a total of 98 children. An open parent resource area is included near the entry lobby, to facilitate parent interaction and involvement. A demonstration kitchen is included on the second floor, for preschool participation in food based activities. There will be gross motor play, catering kitchen, services and storage in the lower level. The infant and toddler play rooms and connected playgrounds are at grade, with the preschool and preschool playground located on the second floor/roof. Naturalized playground opportunities are prioritized, to facilitate children’s connection with nature, imaginative play, discovery, and exploration. Refer to Appendix F for a set of drawings and specifications, respectively (Issued for Permit Set).

3.1.4. The building is designed to Net Zero Energy and to Zero Carbon Standard emissions. Sustainability will be an important aspect of this project. As this is the first City of Toronto Net Zero Energy Building (NZEB) project, it is expected to be a showcase project, and lead the way for future NZEB projects. It will follow Toronto Green Standards V3 and CaGBC Carbon Neutral Building Standards. The building envelope and mechanical systems will include Passive House high performance and air tightness principles (though it is not targeting certification). The heating and cooling will be provided though a geothermal heat pump system, and renewable energy will be generated with Photovoltaic/Thermal panels on roof.

3.1.5. The project is projected to tender in Q1 2019, construction starting in Q2 2019, and substantial completion for Q2 2020. This schedule is subject to change. Commissioning and M&V deliverables are to be in line with this overall project timeline. In general, the Successful Proponent is expected to provide Commissioning Specifications, a draft M&V Plan, and a draft Commissioning Plan for inclusion in the construction tender package. All other deliverable timelines will be determined and discussed during the kick off meeting with the successful proponent. During the kick off meeting, the Successful Proponent will be responsible for presenting a proposed schedule highlighting key deliverables, in line with the project timelines noted above.

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3.1.6. The Prime Consultant is Coolearth Architecture in association with CS&P Architects Inc. The term "Consultant" means the Prime Consultant or the Prime Consultant’s authorized representative. For greater certainty, Stephenson Engineering is the Consultant’s authorized representative on structural matters; R. Mancini and Associates is the Consultant’s authorized representative on building electrical, mechanical, and geothermal system matters; PMA Landscape Architects Ltd Associates is the Consultant’s authorized representative on landscape matters; Masongsong Associates Engineering is the Consultant’s authorized representative on civil matters.

3.2 SCOPE OF WORK

3.3 SCOPE ITEM A- FUNDAMENTAL COMMISSIONING

3.3.1. The Proponent will be taking on the role of a commissioning agent (CA). The Commissioning Agent will act as an independent third party on behalf of the City and shall report directly to the City project manager.

3.3.2. The primary roles of the Commissioning Agent are to develop and coordinate the executing of a commissioning plan and observe and document performance. The Commissioning Agent is to determine whether systems are functioning in accordance with the design intent and contract documents.

3.3.3. The Commissioning Agent is retained to objectively oversee the overall commissioning process on behalf of the City, confirm compliance with the requirements of the contract and best practice applications.

3.4 Scope Item A.1- Fundamental Commissioning- Planning Activities

3.4.1. Review all relevant Project Documentation. Review project documentation to become familiar with the design, including but not limited to: full construction drawings set, specifications, and energy modelling results to date.

3.4.2. Conduct a Design Document Review. The Commissioning Agent will review the design documents for inclusion of commissioning requirements and conformance with project requirements. The Commissioning Agent will provide formal feedback to the design team based on the design documentation review, so that these issues can be addressed with revisions to the construction documents. Review should address functionality, performance efficiency, maintainability, cost, indoor air quality, etc.

3.4.3. Develop a Commissioning Schedule. Provide a detailed critical path Schedule in MS Project format (or approved equivalent), indicating phases and completion- submitted for comment and approval by the City prior to commencement of works. The schedule is to be updated monthly and/or as requested by the City of Toronto Project Manager to ensure accuracy of project deliverables.

3.4.4. Chair a Commissioning Kick Off Meeting with key stakeholders to discuss the commissioning process goals, processes, and timelines.

3.4.5. Develop Commissioning Specifications. The Commissioning Agent will develop detailed Commissioning Specifications to be incorporated into the construction documents. These documents will detail the start-up and testing activities required by the General Contractor and sub-contractors, including verifying the installation and functional testing of the

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equipment to be commissioned. The Commissioning Specification will be incorporated into the final Commissioning Report.

3.5 Scope Item A.2- Fundamental Commissioning- Design & Construction Activities

3.5.1. Attend all relevant project meetings including three (3) design development meetings, kick off meetings, and ongoing construction meetings, at a minimum (assume bi-weekly meetings). These meetings may occur proximate to commissioning task site visits. The purpose of the meetings will be coordination, communication, and a discussion of the progress of the commissioning activities. The Commissioning Agent will prepare and distribute the meeting minutes regarding the topics covered that relate of the commissioning process to the entire Commissioning Team within seven (7) calendar days.

3.5.2. Tendering Assistance. The Commissioning Agent will be available for general assistance and to answer and commissioning related requests for information during the tendering process.

3.5.3. Initial Cx Coordination Meeting. The Commissioning Agent will conduct a meeting with the entire commissioning team to review the commissioning activities. The schedules and expectations will be discussed regarding submittals, operations and maintenance manuals and training, as well as functional testing plans. These meetings will be scheduled as necessary to ensure that entire commissioning team has been briefed.

3.5.4. Construction Contract Compliance Tracking Forms. As part of the commissioning effort, the General Contractor and Design Team will be required to review and verify submittals, quality of installation, and the accuracy of the as-built documentation. The Commissioning Agent will develop customized forms to track these activities and meet with the commissioning team at least once a month to coordinate during construction.

3.5.5. Equipment Submittal Review. The Commissioning Agent will review and comment on submittals for all equipment and systems included in the Commissioning Plan throughout the construction phase. The submittals will be reviewed for compliance as described in the Commissioning Plan. This will include a review of HVAC&R contractor submittals.

3.5.6. Installation Compliance Site Visits. The Commissioning Agent will visit the construction site at a minimum of once a month during construction, as appropriate, (site visit schedule is to be coordinated with construction schedule), to inspect for compliance with the contract documents in regard to all systems included in the Commissioning Plan. Any deficiencies will be reported to the Project Team in a timely manner to allow for its resolution not to exceed 14 calendar days and all issues along with their resolution will be recorded in the Commissioning Report.

3.5.7. Perform all additional Commission (Cx) activities described below and in the LEED Building Design and Construction Reference Guide (v4) Prerequisite Fundamental Commissioning and Verification while acting in accordance with the requirements of the Toronto Green Standards (v3.0) GHG4.2. Complete the following commissioning process activities for mechanical, electrical, plumbing and renewable energy systems and assemblies, in accordance with ASHRAE Guideline 0-2005 and ASHRAE Guideline 1.1-2007 for HVAC&R Systems, as they relate to energy, water, indoor environmental quality and durability:

i. Assist in the development of and perform a final review of the Owners Project Requirements (OPR) and Basis of Design (BOD). Provide industry 'best practice' samples where required.

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ii. Develop a Commissioning Plan (Cx Plan). The Commissioning Agent will develop a written plan of all commissioning activities, detailing what systems and equipment will be commissioned, who will be involved in the commissioning, what the test and inspection procedures will be, and the schedule for the commissioning activities. The Commissioning Agent will coordinate commissioning work with the Commissioning Team to ensure that commissioning activities are included in the project schedule. The Commissioning Team will include, at minimum, the Owner, the design architect and engineers, the General Contractor, and representatives of the operations staff. The Cx Plan will also be included in the final Commissioning Report. It shall be the Commissioning agent's responsibility to recommend the systems that are to be commissioning, in coordination with the design team. The final list of systems recommended for commissioning will require final approval by City representatives.

iii. Update the Commissioning Plan as the project progresses. Update the Cx Plan regularly as required. Updates will be warranted in the following circumstances, at a minimum: during design changes, value engineering modifications, change in key staff listed in the Cx Plan and after changes to the operational conditions.

iv. Implement the Commissioning Plan, as noted.

v. Confirm incorporation of Cx Plan requirements and M&V Plan requirements are incorporated into the construction documents including drawings and specifications as a minimum. Mark up accordingly and confirm updates as marked.

vi. Develop construction checklists a.k.a installation verification checklists or pre-functional checklists to be filled out by the General Contractor. A construction checklist is to be developed for all equipment, assemblies, and systems included in the Commissioning scope.

vii. Conduct pre-functional inspections with accompanying Field Observation Reports.

viii. Review all pre-functional checklists and Functional test Procedures prior to pre-functional and functional testing to ensure completeness of testing, including scenarios to address customized system features. This review is to be coordinated with the equipment vendor, the design team and the General Contractor.

ix. Pre-functional and Functional Testing. The Commissioning Agent will coordinate with the General Contractors and equipment vendors to prepare project-specific test and inspection procedures and checklists for the systems being commissioned. The General Contractor will conduct and perform the commissioning related testing, using these forms and procedures. The Commissioning Agent will witness the start-up, pre-functional testing, functional testing, and integrated testing of the systems in accordance with the Commissioning Plans and Specifications. The Commissioning Agent will review test reports as prepared by the Contractors. The test data, inspection reports, and certificates will be included in the Commissioning Report. In addition, any deficiencies discovered and their resolution will be detailed in the Commissioning Report. It is understood that some systems will not test satisfactorily on the first try and will require retests. An allowance for limited retesting shall be included in the fee proposal.

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x. Verify and oversee the system test execution.

xi. Document test results and maintain an issues and benefits log throughout the Commissioning process. Include status and responsible parties.

xii. Prepare a final Commissioning Report. Upon completion of all commissioning activities, the Commissioning Agent will produce a written report documenting all commissioning activities and the results of those activities. Any deficiencies found to be identified with suggested remedies, and any corrective action that was taken will be reported. The Final Commissioning Report will include the following, at a minimum:

Executive summary Project directory Cx process overview Owner's project requirements Basis of design Submittals Design review log Cx specifications List of systems commissioned Pre-functional inspection Field Observation Reports Installation verification checklists completed Functional performance tests Issues log, detailing open and closed issues

xiii. Document all findings and recommendations and report directly to the City throughout the process.

xiv. Review and comment on the facility's operation & maintenance manual and ensure all changes are incorporated with a focus on the following:

Sequence of operations for the building The building occupancy schedules Equipment run-time schedules Reset schedules for controls/automation systems Set points for all HVAC equipment Set lighting levels throughout the building Minimum outside air requirements Any changes in the schedules or set points for different seasons,

days of the week, and times of day A systems narrative describing the mechanical, electrical, and

renewable systems and equipment A preventative maintenance plan for building equipment described

in the system narrative and; A commissioning program that includes periodic commissioning

requirements, ongoing commissioning test and continuous tasks for critical facilities.

xv. Support the Toronto Green Standards (TGS) evaluator in performing their independent review and evaluation to ensure compliance to the TGS standards related to GHG 4.2.

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xvi. Review Testing, Adjusting, and Balancing (TAB) Report prepared by the General Contractor. Ensure these comments are incorporated into future revisions.

3.6 Scope Item A.3- Fundamental Commissioning- Closeout & Warranty Activities

3.6.1. Conduct Seasonal performance activities/testing, and observe warranty actions directed by the GC. Seasonal performance activities/testing to be performed in order to test performance and ensure optimal performance for all seasonal conditions including peak cooling season, peak heating season, and the intermediate seasons when cooling and heating modes are both required. A minimum of 3 seasonal activities/testing periods are required to meet this requirement.

3.6.2. Training witness. The Commissioning Agent will witness and document on the required training program to be provided by the manufacturers for the commissioned equipment and systems. Training will include: a review of all Operations and Maintenance Manuals and logs, a review of sequence of operations, in addition to a full building walkthrough and live demonstration with all building operators. All equipment will be included in the training using various scenarios of operation for each piece of equipment. Building Automation and dashboards are to be reviewed in detail. All training efforts are to be coordinated with the City of Toronto project team and the Prime Consultant. The City will record all training sessions for ongoing use in the operations of the facility. The Commissioning Agent will review the Training Plan for robustness, completeness, and compliance to the training requirements outlined in the LEED v4 BD&C Reference Guide (page 391-392).

3.6.3. Review building operations 10 months after substantial performance and then again 3 months prior to end of contractor's warranty to ensure that the building and its systems are functioning correctly. Document any deficiencies in the issues and resolutions log.

3.6.4. Submit the following documents, as final versions: Systems manual, OPR, BOD, Issues& Resolutions Logs, and Commissioning Report at the end of the Post- Occupancy period. Documents described are to be submitted in a timely manner.

3.6.5. Operation and Maintenance Documentation review. The Commissioning Agent will review operations and maintenance (including as-builts) documentation submitted by the Contractor for all systems included in the Commissioning Plan. The documents will be reviewed for completeness and compliance with the Commissioning Plan.

3.6.6. Letter of Certification. Upon completion of the commissioning program, the Commissioning Agent will issue an official letter stating that the facility has successfully executed the Commissioning Plan and the design intent of the building has been satisfied and all issues and deficiencies have been rectified. The letter is to be signed and/or stamped by the commissioning agent lead and the City representative.

3.7 SCOPE ITEM B – MEASUREMENT & VERIFICATION (M&V) PLAN DEVELOPMENT AND IMPLEMENTATION

3.7.1. The objectives of the Measurement & Verification (M&V) Plan is to document the actual performance of the Mount Dennis Daycare against the goals of NZEB while providing a detailed analysis of the relative contribution of the various design strategies employed.

3.7.2. A whole building verification approach is required, that is consistent with the building's Net Zero Carbon goals. Sub-systems and occupancy will be monitored in order to determine the performance of each system against the predictions that are based on the design

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team's eQuest energy model. The final energy model will be used as the M&V baseline model. Ultimately the M&V team will make recommendations to improve performance through their analysis. Note: it will be within the successful Proponents scope to recommend energy model adjustments and calibrations to the energy model, as per IPMVP Option D.

3.7.3. The M&V monitoring period will be assumed to be for a period of one (1) year, during which time sensor data will be reviewed monthly, at a minimum. An initial calibration period of six months is proposed, in which time all sensors will be verified. As required, adjustment will be made to improve data collection systems.

3.7.4. The Measurement and Verification Plan and Implementation scope of work will follow the "International Performance Measurement and Verification Protocol" framework. The methodology and methods employed will also meet the requirements of the Toronto Green Standards (TGS) v3.0 GHG4.4 Sub metering requirements.

3.8 Scope Item B.1- M&V Plan Development and Implementation – Pre-tender Activities

3.8.1. Develop M&V Plan and Implementation schedule. Develop a proposed M&V Plan and Implementation Schedule for review and approval by the City of Toronto project team and representatives.

3.8.2. Develop Draft M&V Plan. Develop a draft M&V Plan for review and comments from the City of Toronto project team and the design team. A further review may be conducted by partner members working in collaboration with the City to ensure the optimal performance of the building. Collect and collate all comments and finalize the M&V Plan and associated scope of work. The draft M&V Plan shall be submitted electronically for review.

3.8.3. Prepare a list of required metering devices to be installed. In addition to information from actual Toronto Hydro bills, a list of metering devices and metering points will be identified and submitted for review.

i. The Bidder will provide specifications of the proposed metering devices, such as the manufacturer make and model along with anticipated costs for each metering device point to the City's Project and Design Team for review.

ii. The Bidder in conjunction with the City's Project and Design Team will finalize the selection of the final sensor list. Final section to be approved by the City's Project and Design Team.

iii. At a minimum, meter the major devices and use temporary submeters for individual circuits as necessary during the M&V period to gain understanding of any data anomalies. Refer to the Table 1 below for the ECM's required to be metered as a minimum with the associated preliminary metering point strategies. The successful vendor shall verify and expand on this list for all metering points required. Where possible and practical, metering points are to be tied into the systems Building Automation System for ongoing tracking. Note: temporary sub-meters are to be supplied, installed, calibrated, maintained and removed by the Successful Proponent. Costs associated with the temporary sub-meters will be purchased through the Provisional Allowance.

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Table 1 – ECM's with Metering Point Requirements

ECM Metering Point Requirements

Geothermal Heat pump electric power metering at panel locations

Geo ground field energy use - temperature and fluid flow rates

Energy (BTU meter) to measure fluid flow rates and Temperature measurements (supply and return)

Energy Recovery Ventilator TBC

VFD on pumps Electric power metering

Lighting panels (5 panels identified)

Electric power metering

Process Panels Electric power metering

PV Energy Electric power metering, potentially through solar maintenance contract/ through the solar monitoring system

Overall Building Energy Electric power metering

Batteries (if installed) Electric power metering

Air flow rates Air Flow Rate measurements and Temperature measurements (supply and return)

Occupancy Levels Anonymous data from the security system

Elevator use Electric power metering

Window opening data Contact sensors at each operable window and door.

Internal Air Quality Each playroom, the multi-purpose room and the two lobby area to have wireless CO2 and humidity sensors.

3.8.4. Complete M&V specifications. Prepare a detailed specification for all devices and M&V

equipment. Mark up and locate each sensor on the most recent drawing set.

3.9 Scope Item B.2 – M&V Plan Development and Implementation – Construction Activities

3.9.1. Update the M&V schedule. The expected construction period will be confirmed at the tender award with the acceptance of the construction schedule from the winning contractor. The schedule shall be updated accordingly.

3.9.2. Review installation of devices. Review the installation of the sensors and note any deficiencies.

3.9.3. Review installation & commission weather station. Attend the construction site to assist with the installation of the weather station and commission it.

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3.10 Scope Item B.3 – M&V Plan Development and Implementation – Testing and Calibration Activities

3.10.1. Review security data to establish accurate occupancy schedules. The childcare will have a security system that include individual access cards for al staff and for each parent. With suitable privacy protections, this data can be used to establish an accurate account of the occupancy of the building on an hourly basis.

3.10.2. Download data monthly, organize and review. Download all sensor data and utility bills and organize into a spreadsheet by time of data collected to allow for understanding of the influence of the weather and occupancy on building performance. Review data for anomalies that might indicate malfunction of sensors and make recommendations for correction. Begin the comparison of the actual data with the baseline predictions and ensure that the modeled sensors match the actual sensors. Suggest adjustments to the energy model, as required. The sensors and associated sub systems are to be calibrated at this time for optimal functioning. Access to the building management system data will be provided. Remote access to the building management system will be confirmed at a later date. Assume the City will provide data as requested by the Successful Proponent. The frequency of this data exchange will be discussed and agreed upon between the Successful Proponent and the City

3.10.3. Heat Loss Test for Resiliency. With the advice of Children’s Services identify a period of a least 2 days when the building will be unoccupied, preferably in the winter. Turn off all non-essential mechanical and electrical equipment and monitor the temperatures within the building. Compare this data to a similar simulation using the baseline model.

3.10.4. Make Recommendations for operational adjustments. For any malfunction discovered during the testing and calibration period, take action to correct the malfunction before the beginning of the formal 1 year measurement period.

3.10.5. Testing and Calibration Results Report. Submit the results of the Testing and Calibration Activities to the City of Toronto project team for review and approval. Submit the final approved report in the following format: three (3) hard copies and a soft copy via USB key.

3.11 Scope Item B.4- M&V Plan Development and Implementation – Monitoring Activities

3.11.1. Propose an M&V Monitoring Tracking sheet. Submit an M&V Monitoring Tracking sheet template for review by the City of Toronto project team prior to the imitation of the one year monitoring period.

3.11.2. Review Data monthly to verify sensor operations. The formal measurement period will last twelve (12) months. Each month the M&V team will download all data and transfer to the M&V tracking spreadsheet. Review data for any anomalies that would indicate malfunctioning sensors and make recommendations for appropriate action to the City of Toronto project team.

3.12 Scope Item B.5- M&V Plan Development and Implementation – Analysis Activities

3.12.1. Normalize Weather Data. The measured weather data, obtained from both on-site solar weather station and nearest Environment Canada public weather station, shall be weather normalize so it can be compared with design and energy modelled data. Review data for accuracy and anomalies. Note: the successful proponent will not "design" the Weather Station but will be required to recommend a weather station model, document the installation, and provide weather normalization services, as described above.

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3.12.2. Prepare a final M&V Implementation Report. Prepare a report that documents the design expectations and actual performance of the building, with sufficient technical data to provide insight for other designers. The Report shall include, as a minimum: Executive Summary, Building Description, Documentation of Baseline, Documentation of Sensors and Approach to Data Collection, Identification of Similarities and Differences: Baseline/Actual, Lessons Learned. Submit report to the City of Toronto project team and the design team for review and acceptance. Submit the final approved report in the following format: three (3) hard copies and a soft copy via USB key.

3.13 SCOPE ITEM C- AIR TIGHTNESS TESTING

3.14 Scope Item C.1- Air Tightness Testing (3 Stage)

3.14.1. Perform and report on the findings of a building Air Tightness Test to improve the quality and airtightness of the building envelope in accordance with the requirements of the Toronto Green Standards (v3.0) GHG4.3.

3.14.2. The Air Tight Testing is to be performed in three stages. The first stage includes testing on mock-up of envelope, the second-stage testing includes testing before the finished drywall goes on, and the third-stage includes testing once the drywall has been installed, at a minimum. The report will include all results of testing, recommendations for improvements, and all possible causes based on site observations and expertise. For all deficiencies noted describe how the deficiencies were rectified. Include photographs at each stage described above and include photographs for all deficiencies noted and corrected. Air testing is to include thermal imaging analysis and reporting to identify the location and quantity of air leakages. The thermal imaging is to identify the location of air leaks and thermal bridges. An interim report will be required for each stage of air tightness testing. The report is to be provided to the City of Toronto within two (2) weeks of each stage of the air tightness testing.

3.14.3. Refer to the US Army Corps of Engineers’ Air Leakage Test Protocol for Building Envelopes and the BC Housing Illustrated Guide to Achieving Airtight Buildings as a guideline for whole building air tightness testing.

3.14.4. Provide input for energy model recalibration based on air-tightness test. The design team will update their energy model to take into account the results of the air tightness testing. In the case of air tightness this data will be transferred to the energy model, in the case of thermal bridging, unexpected bridges will be evaluated and the baseline model insulation levels adjusted. Coordination with the design team to complete this recalibration will be required. Testing results will be provided after each stage of the air tightness test. Note: the design team will be provided with the energy model developed by the design team for this facility.

3.15 SCOPE ITEM D- CONTINGENCY AND PROVISIONAL ALLOWANCE- REFER TO

SCHEDULE 'A' PRICE FORM

3.15.1. CONTINGENCY ALLOWANCES

i. The contingency allowance set out in this RFQ shall only be used at the discretion of the City to cover potential changes in the scope of services where warranted. Should the City chooses to exercise the use of the contingency, the Vendor shall provide the City with a quote for the extra work for approval.

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ii. Any extra work performed by the Bidder without written approval by the City shall be at Bidder's own expense.

iii. Bidder must provide City with quote and supporting documents/breakdown for extra work within five (5) business days from City’s request.

iv. Payments from the Contingency Allowance will not be permitted without prior written approval of the General Manager, Facilities Management.

3.15.2. PROVISIONAL ALLOWANCES

i. Provisional cash allowance is defined by the City and listed in Section 3.8.3

ii. Payments from the provisional cash allowance will not be permitted without prior written approval of the General Manager, Facilities Management.

3.16 SCOPE ITEM E- OPTIONAL ITEMS

3.16.1. Below are the required optional items. The amount to be added to the base bid price (as entered in the Bid Form) is entered for each requested optional items. All optional item prices exclude HST. If there is no change to the base bid price for an optional item, it must be so indicated. It is understood that:

(a) the City may accept any of the optional items and corresponding optional item prices in any order or combination, including all or none,

(b) the lowest Bidder will be determined solely from the base bid, without considering any optional item prices

(c) optional items and optional item prices are open for acceptance by the City for the same period of time as the base bid price,

(d) the Work of the Contract and the Contract Price will reflect the optional items and optional item prices, if any, accepted by the City at the time of Contract award, and

(e) acceptance of any optional items will not affect the Contract completion time

3.17 OPTIONAL ITEM E.1 : Enhanced Commissioning

3.17.1. Complete the following enhanced commissioning process activities for mechanical, electrical, plumbing and renewable energy systems and assemblies, in accordance with ASHRAE Guideline 0-2005 and ASHRAE Guideline 1.1-2007 for HVAC&R Systems, as they relate to energy, water, indoor environmental quality and durability: (refer to LEED v4 Prerequisite Fundamental Commissioning and Verification for further details).

i. All requirements noted above in Fundamental Commissioning ii. Verify inclusion of systems manual requirements in the construction documents iii. Verify inclusion of operator and occupancy training requirements in construction

documents iv. Coordinate and verify system manual updates and delivery. Refer to the LEED v4

BD&C reference guide for system manual requirements v. Develop an on-going Commissioning Plan vi. Include all enhanced commissioning tasks in the OPR and BOD

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3.17.2. The scope outlined above for Enhanced commissioning is to be performed above and beyond the Fundamental Commissioning scope defined in section 3.3 to 3.6.

3.17.3. When entering a fee in "Schedule A- Price Form" for Enhanced Commissioning please enter only the cost associated with the items described above in Section 3.17.1.

3.17.4. The City, at its sole discretion, will commission the site implementing either Fundamental Commissioning or Enhanced Commissioning. The City reserves the right not to proceed with all or part of the work requested and to go out for separate formal calls at its sole discretion.

3.18 OPTIONAL ITEM E.2: ENERGYSTAR Registration

3.18.1. Register the building on ENERGYSTAR Portfolio Manager as per the requirements of the Toronto Green Standards v3.0 GHG4.1

3.19 OPTIONAL ITEM E.3: M&V Plan Development and Implementation – Resiliency Testing

3.19.1. Test of resiliency plan and documentation. Should a battery pack(s) be installed, arrange with City of Toronto staff to enact a power down scenario during actual childcare operations. Document the performance of the building and the ability of the childcare to continue operations. No undue hardship will be permitted to staff, visitors, or childcare children to complete this test. Make recommendation for improvements to the resiliency plan, if required.

3.20 OPTIONAL ITEM E.4: M&V Plan Development and Implementation – Extended Monitoring

3.20.1. Extended monitoring. Monitor the building for additional four (4) month incremental periods. Update the final report with the additional data

3.21 OPTIONAL ITEM E.5: Weather Station Procurement and Installation Support

3.21.1. Recommend a weather station and document installation. Recommend a professional level weather station with temperature, humidity, wind speed and rain gauge, complete with wireless capability and data download option. Include manufacturer make and model and approximate cost. Document installation in the tender drawings.

3.21.2. Normalize Weather Data. The measured weather data, obtained from the weather station and nearest Environment Canada public weather station, shall be weather normalize so it can be compared with design and energy modelled data. Review data for accuracy and anomalies.

3.22 OPTIONAL ITEM E.6: Additional Fees for Commissioning of Systems beyond TGS v3 and LEED v4 (excluding Building Envelope Commissioning

3.22.1. Additional Fees for Commissioning not covered in TGS v3 or LEED V4. For all commissioning of systems noted in Section 2.25, that are beyond those systems required under TGS v3 and LEED v4, provide a fee for this additional commissioning scope. With your submission include a list of systems included under this optional item. Include in this

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list: Life Safety Systems, Communication and Data Systems, Fire Protection and Fire Alarm Systems, and process loads.

3.23 OPTIONAL ITEM E.7: Building Envelope Commissioning

3.23.1. Building Envelope Commissioning. Building Envelope Commissioning in accordance with LEED v4 Enhanced Commissioning Credit, Option 2- Envelope Commissioning.

NOTE: It will be at the City's sole discretion to finalize the systems to be commissioned for this project. Additional fees associated with the Commissioning of Systems beyond LEED v4 and TGS v3 are to be added as an Optional Item under E.6 in the Price Form. NOTE: If any scope items required for Commissioning Services and/or M&V Plan Development and Implementation have been left out from this Request for Quotation document it will be the bidder's responsibility to identify any omissions prior to the closing of this Information Quote. No additional scope items and/or project fees will be added to complete this work once the Project has been awarded. All Standards and reference documents noted are to be adhered to in performing the work described in Scope Item A to E above.

3.24 Systems to be Commissioned

Systems that are to be commissioned include, as a minimum:

3.24.1. Fire Protection System

3.24.2. Sprinkler System

3.24.3. Plumbing System

3.24.4. Domestic Hot Water (DHW) System

3.24.5. HVAC System (including associated pumps, motors etc.)

3.24.6. Building Automation System

3.24.7. Power Distribution System (including Life Safety and Emergency)

3.24.8. Lighting System / Electrical System

3.24.9. Communication System

3.24.10. Security Access and Safety Systems including overhead Doors

3.24.11. Renewable Energy Systems (PV-T Photovoltaic and Geothermal systems with associated ancillary equipment)

3.24.12. Building Envelope

3.24.13. Toronto Green Standards

Performance level the Commissioning Agent is to adhere to the Toronto Green Standards, City Agency, Corporations & Division- Owned Facilities (Version 3): https://www.toronto.ca/city-government/planning-development/official-plan-guidelines/toronto-green-standard/toronto-green-standard-version-3/city-agency-corporation-division-owned-facilities-version-3/

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3.25 Project Reference Materials (Appendix F)

Project Reference Material is available on a CD and can be picked up for the Bidders who purchased the RFQ at the Tender Office in City Hall, 100 Queen Street West, Toronto, 19th Floor West Tower.

4.0 Term of Contract 4.1 Upon Award of this RFQ, the Vendor and the City will be required to enter into a formal

agreement similar in nature to the form attached in Appendix G.

4.2 The award term of this contract will be for a two (2) year term from the date of award or up until the full contract value is spent, whichever occurs first.

5.0 Quotation Response Requirements 5.1 General Response Requirements 5.1.1 The following section lists the items that are to be included with your submission. Failure to

include mandatory items will result in your submission being found to be non-compliant and not considered further.

5.1.2 Bidders must submit one (1) original (clearly marked and identified) and should submit one

(1) additional hard copy and one (1) electronic copy (pdf) of their Quotation. In the event where there are deviations between the original and any copies, the original hard copy shall prevail.

5.2 Request for Quotation Cover Page

5.2.1 If providing a Quotation on behalf of a corporation, the RFQ cover page must be signed by

an authorized signing officer who has the authority to bind the corporation. If the Bidder is not a corporation, the cover page must be signed by an authorized signing officer, having the authority to legally bind the Bidder to the extent permissible by the Requirements of Law. Bidders must also indicate the receipt of all Addenda as indicated on the RFQ cover page.

5.3 Price Form – Appendix “C” 5.3.1 In order for your Quotation to be considered, the Bidder must provide pricing on all items

listed in Appendix “C” - Price Form. Quotations that do not include pricing on all Deliverables listed will be declared Non-Compliant.

5.3.2 The Bidder is to transcribe the grand total base bid price from the Appendix C - Price Form

into RFQ Cover Page 1 – Total Base Bid Price. In the event of any discrepancy between the information provided in RFQ Cover Page 1 – Total Base Bid Price and the amount set out in the Price Form, the Price Form shall govern.

5.3.3 Optional Pricing

Where optional pricing is requested, the Bidder is required to provide pricing on all items as specified in the optional pricing table within Appendix C – Price Form. Pricing on these

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items is a mandatory requirement. Optional pricing is not calculated into the Total Base Bid Price, unless notified otherwise. Optional pricing is required for informational purposes and will be used for administering the Contract.

5.3.4 All prices, rates, and/or costs submitted by Bidders with respect to unit prices, labour hours

and estimated labour hours prior to the start of the work in relation to this Request for Quotation, must include any and all expenses that may be anticipated and incurred by the Vendor while providing the Services as specified in this RFQ. No additional costs will be considered.

5.3.5 Bidders must provide ALL prices requested in the Price Form(s). Prices that are intended to be zero cost/no charge to the City must be submitted in the space provided in Price Form(s) as "$0.00", "0" or "zero". BIDDERS THAT DO NOT FULLY COMPLETE THESE FORMS (SUCH AS LEAVING LINES BLANK), OR HAVE UNCLEAR ANSWERS (SUCH AS "N/A", "-", OR "TBD", DASHES OR HYPHENS) WILL BE DECLARED NON-COMPLIANT.

5.4 Performance Security Bidders are required to submit with their quotation documents a certified cheque, bank draft, money order or Letter of Credit, made payable to City of Toronto, Treasurer, in the amount of $15,000 to act as the Performance Security. The Performance Security of the successful bidder will be returned by the Purchasing and Materials Management Division upon expiry of the contract and not before provided all required work has been completed to the satisfaction of the divisional representative. The Performance Security of the unsuccessful bidders will be returned by the Purchasing and Materials Management Division following the awarding of the contract and not before. Any bid received that does not satisfy the requirements of the Certified Cheque, Bank Draft, Money Order or Letter of Credit will be declared informal and not considered. Original copies only of Letters of Credit are acceptable. Quotations submitted with faxed copies of Letters of Credit are not acceptable and will be declared informal.

5.5 City Policies Submission Form(s) – Appendix "E"

The Policy Submission Form contains statements from different City of Toronto Policies. The complete text of these policies can also be found on the City’s website at http://www.toronto.ca/purchasing/policies. Where applicable, the Bidder shall answer the questions posed and include the submission form with the completed Request for Quotation, failure to do so will result in the Bidder being declared Non-Compliant. 5.6 Bidder Qualifications 5.6.1 The Bidder must submit the listed document and complete Table 2 with their submittal.

Failure to submit the documents will result in the bid being declared noncompliant.

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5.6.2 Identify the key individual team members by completing Table 2 "List of Personnel Assigned to the Project" below. Include the main point of contact for Commissioning and M&V work in addition to all support staff required to complete the scope identified in Section 3. If any pertinent staff required to complete the scope identified are missing from Table 2 it will be the bidder's responsibility to identify the pertinent staff missing via an addenda.

5.6.3 Provide a CVs for all staff identified. All CVs to be arranged in alphabetical order. All CVs must demonstrate specific knowledge of, and experience in performing similar work for projects of comparable nature, size and scope, and outline relevant experience. The Project Team must demonstrate combined experience with: Air Tightness Testing, M&V Plan development and implementation, commissioning of renewable energy systems and M/E/P systems, in addition to enhanced commissioning.

5.6.4 Demonstrated experience is defined below for the Commissioning Agent Lead and the Measurement and Verification Lead. For all other team members demonstrated experience is to be verified by demonstrating at least three (3) similar projects successfully completed in the last five (5) years. Projects must be substantially completed at a minimum. A minimum of five (5) years of experience is required for all key team members. The exception is administrative support staff.

5.6.5 Commissioning Agent Lead Qualifications

For the Commissioning Agent main point of contact (the individual who will be performing a majority of the commissioning work and/or coordinating the commissioning team) the individual must demonstrate the following experience to qualify.

i. Minimum of five (5) years' experience as a commissioning agent and/or commissioning lead;

ii. Proven experience: experience as commissioning agent for at least three (3) relevant projects in the last five (5) years for large public sector client and/or large private client with a work value ranging from $5,000,000 to $10,000,000. List all projects that are of similar size and complexity. The noted experience must extend from early design phase through to at least 10 months of occupancy. See the "Additional Notes" section for the definition of relevant experience. It will be at the City's discretion to use this definition to qualify the Commissioning Agent Lead;

iii. Relevant training: including training related to commissioning High Performance buildings/renewable energy systems and air leakage testing;

iv. Experience managing a LEED Certified project to be highlighted, if applicable;

v. List all relevant designations including: BCCB Certified Commissioning Professional Program, AEE Certified Building Commissioning Professional, ASHRAE Building Commissioning Professional Certification, and/or equivalent;

vi. Satisfactory references as noted in the section below.

vii. Meet the qualifications of a "Commissioning Authority Qualifications" as defined in the LEED v4 Reference Guide.

5.6.6 Measurement And Verification Lead Qualifications

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For the M&V main point of contact (the individual who will be performing a majority of the M&V work and/or coordinating the M&V activities)- the individual must demonstrate the following experience to qualify.

i. Minimum of five (5) years' experience preparing and analyzing Measurement & Verification Plans or equivalent;

ii. Proven experience: experience as M&V agent/consultant for at least three (3) relevant projects in the last five (5) years for large public sector client and/or large private client with a work value ranging from $5,000,000 to $10,000,000. List all projects that are of similar size and complexity. The noted experience must extend from calibration through to a full year of M&V review;

iii. Relevant training: including training related to Measurement and Verification;

iv. Experience managing a LEED Certified project to be highlighted, if applicable;

v. List all relevant designations including: AEE Certified Measurement & Verification Professional and/or equivalent;

vi. Satisfactory references as noted in the section below

5.6.7 If the Commissioning Agent Lead and the Measurement and Verification Lead roles will be fulfilled by the same person, then both sections above will need to be completed, demonstrating sufficient experience and expertise in both areas.

5.6.8 The classification rates will be used for any part of the work to be paid for on a time basis. These rates will be fixed for the duration of the assignment up to the completion date as identified in Table 2.

5.6.9 The City shall not be responsible for any unauthorized additional costs

Table 2 – List of Personnel Assigned to the Project

Proposed Staff Name

Specialty / Expertise (include qualifications) Role on this Project

Years of Experience

Hourly Rate

Cx Agent Lead/ Cx Agent

$

M&V Lead/ M&V Consultant

$

Air Testing Consultant $

Administrative Assistant $

Mechanical Engineering Consultant – Intermediate

$

Electrical Engineering Consultant – Intermediate

$

5.6.10 Sub-consultants: For any sub-consultants that will be hired to perform a portion of the work described here please provide a brief company biography (maximum 1 page) with a

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breakdown of the individual(s) that will be performing which task. Include résumé(s) with relevant experience i.e. Air Tightness Testing etc.

5.6.11 Staff Continuity and Substitutions: It is important that key project individuals be named, with accompanying indication of guaranteed availability. Continuity of key personnel will be required, with a contractual obligation for substitutions only with full written approval of the City. Approvals for change of staff will be at the City's sole discretion. If the named individuals become unavailable, the Commissioning team will be required to provide a proposed replacement having equivalent or better experience, to be approved by the City.

5.6.12 Relevant Experience: Note that experience submissions are to highlight projects that are similar and relevant to the Mount Dennis Daycare Net Zero Project. Desirable relevant experience for this project would include experience with:

i. Experience with commissioning of complex renewable energy systems including Geothermal systems in addition to Mechanical / Electrical / Plumbing systems.

ii. Experience working in the City of Toronto with an understanding of municipal by-law requirements.

iii. Experience working on a project adhering to City of Toronto's Green Building Standards.

iv. Experience working on educational/healthcare/institution projects.

v. High Performance Building experience.

vi. Training in Passive House Design or High performance construction techniques.

vii. Experience with heavy timber/glulam construction, and hybrid heavy timber/steel construction buildings.

viii. Experience with the development and/or review of Measurement and Verification Plans, including the installation of energy-use meters and other equipment necessary for the future measurement and verification.

ix. Experience with building Air Leakage Testing.

x. Experience in Canadian Green Building Council “Zero-Carbon Building Framework”.

5.7 Bidder References

5.7.1 In order to prove relevant past experience, bidders are required to provide three (3) project-related references with contact information including full contact name, company name, email, and phone number. Ensure that all named contacts can be contacted at the email address and/or telephone numbers provided as these references will be contacted.

5.7.2 A minimum of one reference each will be required for: the commissioning agent lead and the measurement and verification lead. Reference must be related to commissioning services and M&V services for projects over $4,000,000 in work value. The scope of commissioning is to have begun during design and continued to a minimum of 10 months after substantial competition.

For each project related reference, include project information noted below:

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i. Project title and location ii. Description of project iii. List the key personnel role & responsibility for the above noted projects iv. Initial contract value v. Scope of commissioning services vi. Total value of change orders signed by owner and reasons for change vii. Final contract value viii. Start date (when the respondent received the purchase order) ix. Date of substantial performance x. Date of occupancy (as granted by municipal authorities) xi. Date of total (100%) completion xii. Dollar value of warranty service in the first year xiii. Current name of owner’s representative and phone number

5.7.3 The city may contact the references provided. Should any reference fail to confirm that the

services similar to those described in this RFQ were performed in a satisfactory manner; the Quotation will be declared Non-Compliant. Quotations with incomplete reference information may be declared non-compliant.

5.7.4 Substitution of references: After the close of the RFQ, substitution of references will not be permitted. In providing references, respondents agree that the city can contact the individuals provided as part of the evaluation process. The city will make its own arrangements in contacting the references.

5.8 Interview

5.8.1 Respondents may be invited in for an Interview with City staff and/or the project team to qualify experience included in their submission. A maximum of thirty (30) minutes will be allotted.

6.0 Evaluation of Bids 6.1 Subject to the process terms contained in Appendix "A" and the City's procurement policies, it

is the intent of the City to award a Contract to one (1) Bidder based on the Bidder meeting specification and providing the lowest total base bid price cost (including base and provisional items) as shown in Appendix “C” – Price Form.

6.2 The City reserves the right of accepting or rejecting any and/or all parts of this RFQ. 6.3 Upon award the City will confirm with the Vendor, the Deliverables, date(s) and any other

instructions related to the Deliverables being provided. 6.4 The provision of Deliverables shall not commence until a signed Contract for the Deliverables

is issued and a Contract Release Order (CRO) has been issued.

7.0 Offers to Agencies and Corporations (Piggyback Option)

7.1 After award, the Vendor acknowledges that the City may inform its Agencies and Corporations of the Vendor's Contract with the City. If the Vendor wishes to provide the

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same Deliverables to the City's Agencies and Corporations, it shall use commercially reasonable efforts to negotiate for the purpose of entering into separate and distinct contracts with the City's Agencies and Corporations based on the same or comparable terms (including price and duration) as are set out in the City's Contract with the Vendor. The Vendor further acknowledges that the City shall not be liable for any separate contracts negotiated with the City's Agencies and Corporations by the Vendor.

8.0 Specifications – Not Applicable 9.0 Quantity 9.1 Quantities provided are estimates only and should not be interpreted as indicating a minimum

or maximum order quantity. The quantities shall be used as a basis for comparison upon which the award will be made. These quantities are not guaranteed to be accurate and are furnished without any liability to the City whether decreased or increased.

10.0 Disbursements

10.1 All and any anticipated disbursements required in connection with the work must be included as a Lump Sum for each item indicated in Appendix C - Price Form.

10.2 Disbursements shall cover general expenses that may or can occur on a daily basis: a. Telephone calls inclusive of long distance charges and telegraphs b. Photocopying c. Printing d. Facsimiles e. Taxi fares f. Public transit fares g. Parking h. Delivery and expense charges i. Computer, word processing j. Computer aided drafting design services (CADD) k. Travel expenses for office and resident field personnel for job-related travel l. Notarization of invoices and/or statutory declarations

10.3 Disbursements shall not include, and the City will not pay for the following: a. Roadway tolls b. Meal allowances c. Use of personal computers

11.0 Insurance (Refer to Appendix B – General Contract Terms and Conditions) 11.1 The successful Vendor agrees to purchase and maintain in force, at its own expense and for

the duration of the services, the following policies of insurance, which policies shall be in a form and with an insurer acceptable to the City. A certificate evidencing these policies signed by the insurer or an authorized agent of the insurer must be delivered to the City prior to the commencement of services. 1. Commercial General Liability provided that the policy:

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(i) is in the amount of not less than Two Million Dollars ($2,000,000.00), per occurrence;

(ii) adds the City of Toronto as an additional insured;

(iii) includes Non-Owned Automobile Liability, Employer's Liability and/or Contingent Employer's Liability, and any other provision relevant to the services;

(iv) includes a clause which will provide the City with thirty (30) days' prior written notice of cancellation (15 days if cancellation is due to non-payment of premium).

2. Professional Liability (errors and omissions) coverage provided that the policy:

(i) is in the amount of not less than One Million Dollars ($1,000,000);

(ii) will extend to infringement of copyright and other intellectual property, including misuse of trade secrets, if appropriate.

11.2 Notwithstanding anything to the contrary contained in this Agreement, kept in full force and

effect for a period of time ending no sooner than TWO YEARS after the termination or expiry of this Agreement, as the case may be.

11.3 Automobile Liability insurance with a minimum limit of One Million Dollars ($1,000,000) for all owned or leased licensed motorized vehicles used in the performance of services.

11.4 General Provisions It is understood and agreed that the coverage and limits of liability noted above are not to be construed as the limit of liability of the vendor in the performance of services. It is also agreed that the above insurance policies may be subject to reasonable deductible amounts, which deductible amounts shall be borne by the vendor. At the expiry of the policies of insurance, original signed Certificates evidencing renewal will be provided to the City without notice or demand.

The successful vendor is responsible for any loss or damage whatsoever to any of its materials, goods, equipment or supplies and will maintain appropriate all-risk coverage as any prudent owner of such materials, goods, supplies and equipment. The successful vendor shall have no claim against the City or the City’s insurers for any damage or loss to its property and shall require its property insurers to waive any right of subrogation against the City.

12.0 Occupational Health and Safety 12.1 Bidders are required to submit a properly commissioned (**) Occupational Health and Safety

Statutory Declaration (“OHSA Declaration”) in the form attached to this Quotation Request prior to award. (Form can be found in Appendix "D" – Supplementary Forms).

12.2 If a properly commissioned OHSA Declaration is not submitted with your Quotation, the City may provide a Bidder with an opportunity to submit the required OHSA Declaration within five (5) working days of such written request. Failure to submit the OHSA Declaration in response to that written request or the inability of the Bidder to satisfy the requirements set out in the OHSA Declaration are grounds for default. The City may also consider previous OHSA violations as grounds for rejection of a Quotation and the City may terminate any contract arising from this Request for Quotation if the Bidder is continuously in violation of OHSA requirements.

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12.3 In the event that a Bidder is unable to satisfy the OHSA Declarations requirements, Bidders

are advised Occupational Health and Safety training is available to Ontario contractors through the Construction Safety Association. That training should enable Bidders to identify whether further training is necessary to satisfy the requirements of the OHSA Declaration on future Tender/Quotation/Request for Proposal submissions.

12.4 The following persons, by virtue of their office, are Commissioners for taking affidavits in

Ontario: Members of the Legislative Assembly, Provincial judges and justices of the peace, and barristers and solicitors entitled to practise law in Ontario.

13.0 The City of Toronto Social Procurement Program

In May 2016, Toronto City Council unanimously adopted the City of Toronto Social Procurement Program which aims, in part, to drive inclusive economic growth by improving access to the City's supply chain for certified diverse suppliers. The City of Toronto expects its Bidders to embrace and support the City of Toronto Social Procurement Program and its respective goals. Social Procurement involves using purchasing power and processes to advance positive economic, workforce, and social development outcomes, in addition to the delivery of efficient goods, services, and works. This includes bringing greater diversity to the contracting processes by addressing barriers for small and medium-sized enterprises, including those owned by members of equity-seeking groups and Social-purpose Enterprises. It comprises of a relatively wide range of activities, policies, and programs employed within geographies to create and sustain an inclusive workforce, create positive socio-economic impacts on low-income populations, and support current and future business and industry. It is an approach that integrates human service support, industry-driven education, and training, and career advancement strategies, facilitated by the collaboration between employers, training and education institutions, government, and communities.

a. Supplier Diversity Requirements

As part of the Social Procurement Program, the City encourages Bidders to develop or provide an adopted supplier diversity policy that details the Bidder's means to improve supplier diversity in the City's supply chain. This is not a mandatory requirement and will not be considered as part of the award. A supplier diversity policy may demonstrate its commitment to diversity by (but not limited to): Describing the Bidder's commitment to an active supplier diversity program,

including providing a company approved policy related to supplier diversity; Describing the Bidder's commitment to a pro-active employment diversity program,

including providing the company approved employee diversity policy; or, Including proof of certification by a Supplier Certification Organization. For more information on the City of Toronto Social Procurement Program, visit: http://www.toronto.ca/legdocs/mmis/2016/ex/bgrd/backgroundfile-91818.pdf

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APPENDIX “A” REQUEST FOR QUOTATIONS PROCESS TERMS AND CONDITIONS 1. Bidder’s Responsibility (1) It shall be the responsibility of each Bidder:

a) to examine all the components of this Request for Quotations (RFQ), including all appendices, forms and Addenda;

b) to acquire a clear and comprehensive knowledge of the required Deliverables before submitting a Quotation;

c) to become familiar and (if it becomes a successful Bidder) comply with all of the terms and conditions contained in this RFQ and the City’s Policies and Legislation set out on the City of Toronto website at: http://www1.toronto.ca/wps/portal/contentonly?vgnextoid=e831db1bab811410VgnVCM10000071d60f89RCRD

(2) The failure of any Bidder to receive or examine any document, form, addendum, or policy shall

not relieve the Bidder of any obligation with respect to its Quotation or any purchase order issued based on the Bidder’s Quotation.

2. City Contact and Questions

(1) All contact and questions concerning this RFQ should be directed in writing to the City employee(s) designated as “Buyer” in the RFQ.

(2) No City representative, whether an official, agent or employee, other than those identified as “Buyer” or the Chief Purchasing Official or his/her delegate are authorized to speak for the City with respect to this RFQ, and any Bidder who uses any information, clarification or interpretation from any other representative does so entirely at the Bidder’s own risk.

(3) Not only shall the City not be bound by any representation made by an unauthorized person, but any attempt by a Bidder to bypass the RFQ process may be grounds for rejection of its Quotation.

(4) Commencing from the issue date of this RFQ until the time of any ensuing Award, no communication shall be made by any person, including potential Bidders, or its representatives, including a third-person representative employed or retained by it (or any unpaid representatives acting on behalf of either), to promote its Quotation or oppose any competing Quotation, nor shall any potential Bidder, or its representatives, including a third-person representative employed or retained by it (or any unpaid representatives acting on behalf of either), discuss this RFQ or its Quotation with any City staff, City officials or Council member(s), other than a communication with the "City Contact" identified on page 1 on this RFQ.

(5) Communications in relation to this RFQ outside of those permitted by the applicable procurement policies and this RFQ document contravene the Lobbying By-law, an offence for which a person is liable to a maximum fine of $25,000.00 on a first conviction and $100,000.00 on each subsequent conviction. In addition, the City's Supplier Code of Conduct (Article 13 of Chapter 195, Purchasing By-law) provides that any Bidder found in breach of the policy may be subject to disqualification from the call or suspended from future call or calls at the discretion of the Chief Purchasing Official or Council.

(6) Notwithstanding anything to the contrary set out in this document, the obligations with respect to lobbying as set out in the City of Toronto Municipal Code, Chapter 140 shall apply. More

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information on the Lobbying By-Law can be found at the Office of the Lobbyist Registrar's website.

3. Addenda

If the City, for any reason, determines that it is necessary to provide additional information relating to this RFQ, such information will be communicated to all Bidders by addenda. Each addendum shall form an integral part of this RFQ. Such addenda may contain important information, including significant changes to this RFQ. Bidders are responsible for obtaining all addenda issued by the City. All Bidders must acknowledge receipt of all Addenda in the space provided on the RFQ Cover Page. The City’s Purchasing and Materials Management Division will make reasonable efforts to issue the final Addendum (if any) no later than two (2) days prior to the Deadline. The City reserves the right to revise this RFQ up to the Closing Deadline. If any addendum is issued after the Deadline for issuing Addenda, the City may at its discretion extend the Submission Deadline for a reasonable amount of time.

4. Exceptions to Mandatory Terms and Conditions

If a Bidder wishes to suggest a change to any mandatory term or condition set forth in any part of this RFQ it should notify the Buyer in writing not later than three (3) Business Days before the Closing Deadline. The Bidder must clearly identify any such term or condition, the proposed change and the reason for it. If the City wishes to accept the proposed change, the City will issue an Addendum as described in the article above titled Addenda. The decision of the City shall be final and binding, from which there is no appeal. Changes to mandatory terms and conditions that have not been accepted by the City by the issuance of an Addendum are not permitted and any Quotation that takes exception to or does not comply with the mandatory terms and conditions of this RFQ will be rejected.

5. Omissions, Discrepancies and Interpretations

A Bidder who finds omissions, discrepancies, ambiguities or conflicts in any of the RFQ documentation or who is in doubt as to the meaning or has a dispute respecting any part of the RFQ should notify the Buyer noted in this RFQ in writing. If the City considers that a correction, explanation or interpretation is necessary or desirable, the City will issue an Addendum as described in the article above titled Addenda. The decision and interpretation of the City respecting any such disputes shall be final and binding, from which there is no appeal. No oral explanation or interpretation shall modify any of the requirements or provisions of the RFQ.

6. Bidders Shall Bear Their Own Costs

Every Bidders shall bear all costs associated with or incurred by the Bidder in the preparation and presentation of its bid including, if applicable, costs incurred for samples, interviews or demonstrations.

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7. Limitation of Liability

The City shall not be liable for any costs, expenses, loss or damage incurred, sustained or suffered by any Bidder prior, or subsequent to, or by reason of the acceptance or the non-acceptance by the City of any Quotation, or by reason of any delay in acceptance of a Quotation, except as provided in this RFQ.

8. Post-Submission Adjustments and Withdrawal of Quotations

(1) No unilateral adjustments by Bidders to submitted Quotations will be permitted.

(2) A Bidder may withdraw its Quotation prior to the Closing Deadline any time by notifying the Buyer designated in this RFQ in writing.

(3) A Bidder who has withdrawn a Quotation may submit a new Quotation, but only in accordance with the terms of this RFQ.

9. Binding Bid

(1) After the Closing Deadline each submitted Quotation shall be irrevocable and binding on Bidders for a period of 90 days

10. Supplier Code of Conduct

(1) Honesty and Good Faith

Bidders must respond to the City's RFQ in an honest, fair and comprehensive manner that accurately reflects their capacity to satisfy the requirements stipulated in the RFQ. Bidders shall submit a Bid only if they know they can satisfactorily perform all obligations of the contract in good faith. Bidders shall alert the Buyer to any factual errors, omissions and ambiguities that they discover in the RFQ as early as possible in the process to avoid the RFQ being cancelled.

(2) Confidentiality and Disclosure

Bidders must maintain confidentiality of any confidential City information disclosed to the Bidder as part of the RFQ.

(3) Conflicts of Interest and Unfair Advantage

Bidders must declare and fully disclose any actual or potential conflict of interest or unfair advantage related to the preparation of their bid or where the Bidder foresees an actual or potential conflict of interest in the performance of the contract.

(4) Collusion or Unethical Bidding Practices

No Bidder may discuss or communicate, directly or indirectly, with any other Bidder or their Affiliated Persons about the preparation of their Bid including, but not limited to, any connection, comparison of figures or arrangements with, or knowledge of any other supplier making a submission for the same work. Bidders shall disclose to the Buyer any affiliations or other relationships with other Bidders that might be seen to compromise the principle of fair competition, including any proposed subcontracting relationships.

(5) Illegality

A Bidder shall disclose to the Buyer any previous convictions of itself or its Affiliated Persons for collusion, bid-rigging, price-fixing, bribery, fraud or other similar behaviours or practices prohibited under the Criminal Code, the Competition Act or other applicable law, for which they have not received a pardon.

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(6) Interference Prohibited

No Bidder may threaten, intimidate, harass, or otherwise interfere with any City employee or public office holder in relation to their procurement duties. No Bidder may likewise threaten, intimidate, harass, or otherwise interfere with an attempt by any other prospective Bidder to bid for a City contract or to perform any contract awarded by the City.

(7) Gifts of Favours Prohibited

No Bidder shall offer gifts, favours or inducements of any kind to City employees or public office holders, or otherwise attempt to influence or interfere with their duties in relation to the RFQ or management of a contract.

(8) Misrepresentations Prohibited

Bidders are prohibited from misrepresenting their relevant experience and qualifications in relation to the RFQ and acknowledge that the City's process of evaluation may include information provided by the Bidder's references as well as records of past performance on previous contracts with the City or other public bodies.

(9) Prohibited Communications

No Bidder, or Affiliated Person, may discuss or communicate either verbally, or in writing, with any employee, public office holder, or the media in relation to any solicitation between the time of the issuance of the RFQ to the award and execution of final form of contract, unless such communication is with the Buyer and is in compliance with Chapter 140, Lobbying of the Municipal Code.

(10) Failure to Honour Bid

Bidders shall honour their Bid, except where they are permitted to withdraw their bid in accordance with the process described in the RFQ. Bidders shall not refuse to enter into a contract or refuse to fully perform the contract once their bid has been accepted by the City.

(11) Bidder Performance

Bidders shall fully perform their contracts with the City and follow any reasonable direction from the City to cure any default. Bidders shall maintain a satisfactory performance rating on their Contracts with the City and other public bodies to be qualified to be awarded similar contracts.

In determining which Quotation provides the best value to the City, consideration may be given to the past performance of any Bidder and their Affiliated Persons that are currently on a City of Toronto Suspended vendor list are not eligible for an award.

(12) Disqualification for Non-Compliance with Supplier Code of Conduct

Bidders shall be required to certify compliance with the Supplier Code of Conduct in the City Policy Compliance Form (Appendix E), with their Bid and verify compliance, upon request from the Buyer, prior to award. Any contravention of the Supplier Code of Conduct by a Bidder, including any failure to disclose potential conflicts of interest or unfair advantages, may be grounds for the Chief Purchasing Official to disqualify a Bidder from the RFQ and suspend the Bidder from future procurements.

11. Failure or Default of Bidder

(1) If the Bidder, for any reason, fails or defaults in respect of any matter or thing which is an obligation of the Bidder under the terms of the RFQ, the City may at its option:

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a) Consider that the Bidder has submitted a non-compliant Bid, whereupon the City may also rescind any acceptance of the Bid as null and void; or

b) Consider that the Bidder has abandoned any Agreement and require the Bidder to pay the

City the difference between its Quotation and any other Quotation which the City accepts, if the latter is for a greater amount and, in addition, to pay the City any cost which the City may incur by reason of the Bidder’s failure or default. The Bidder shall be ineligible to submit a new Quotation for any Call that the City is required to reissue as a result of the Bidder's failure or default or where the City deems that the Bidder has abandoned the Agreement.

12. Acceptance of Quotations

(1) The City shall not be obliged to accept any Quotation in response to this RFQ.

(2) The City may modify and/or cancel this RFQ prior to accepting any Quotation.

(3) Quotations may be accepted or rejected in total or in part.

(4) The lowest quoted price may not necessarily be accepted by the City.

(5) In determining which Quotation provides the best value to the City, consideration may be given to the past performance of any Bidder. Bidders and their Affiliated Persons that are currently on a City of Toronto suspended vendor list are not eligible for an award.

(6) Quotations which are incomplete, not completed in ink, conditional or obscure or which contain additions not called for, erasures or alterations of any kind may be rejected.

(7) The City reserves the right to waive immaterial defects and minor irregularities in any Quotation.

(8) Quotations not completed in non-erasable medium and signed in ink shall be rejected.

(9) The City reserves the right to verify the validity of information submitted in the Quotation and may reject any Quotation where, in the City’s sole estimation, the contents appear to be incorrect, inaccurate or inappropriate.

(10) If the City makes a request to a Bidder for clarification of its Quotation, the Bidder will provide a written response within 48 hours accordingly, unless otherwise indicated, which shall then form part of the Quotation.

(11) The City reserves the right to assess the ability of the Bidder to perform the contract and may reject any Quotation where, in the City’s sole estimation, the personnel and/or resources of the Bidder are insufficient.

(12) The City may reject a Quotation if it determines, in its sole discretion, that the Quotation is materially unbalanced. A Quotation is materially unbalanced when:

a) it is based on prices which are significantly less than cost for some items of work and prices which are significantly overstated in relation to cost for other items of work; and

b) the City had determined that the Quotation may not result in the lowest overall cost to the City even though it may be the lowest submitted Quotation; or

c) it is so unbalanced as to be tantamount to allowing an advance payment.

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13. Currency

Unless otherwise stated herein, prices quoted are to be in Canadian dollars.

14. Tied Bids

In the event that the City receives two (2) or more Bids identical in price, the City reserves the right to select one of the tied Bids as set out in the Tied Bid procedure under the Purchasing Procurement Processes Policy. The Tied Bid procedure allows for first to consider whether any of the bidders are a Diverse Supplier as defined in the Social Procurement Policy to break the tie. If no bidder is a Diverse Supplier then the tie will be broken by way of coin toss or lottery

15. Mathematical Errors

In the event of mathematical errors found in the pricing pages, the unit prices quoted shall prevail. Extensions and totals will be corrected accordingly and adjustments resulting from the correction will be applied to the total price quoted.

16. City Confidential Information

(1) City Confidential Information provided by City staff to any Bidder or prospective Bidder in connection with, or arising out of this RFQ, the Deliverables or the acceptance of any Quotation:

a) is and shall remain the property of the City; b) must be treated by Bidders and prospective Bidders as confidential; c) must not be used for any purpose other than for replying to this RFQ, and for fulfillment of any

related subsequent contract.

17. Ownership and Disclosure of Quotation Documentation

(1) The documentation comprising any Quotation submitted in response to this RFQ, along with all correspondence, documentation and information provided to the City by any Bidder in connection with, or arising out of this RFQ, once received by the City:

a) shall become a record of the City; b) shall become subject to the Municipal Freedom of Information and Protection of Privacy Act

("MFIPPA"), and may be released, pursuant to that Act and other Requirements of Law. (2) Because of MFIPPA, Bidders should identify in their Quotation any scientific, technical,

commercial, proprietary or similar confidential information, the disclosure of which could cause them injury.

(3) Each Bidder’s name and quoted total base price shall be made public.

(4) By submitting a Quotation, the Bidder acknowledges that it will be made available to members of City Council and Committees on a confidential basis and may be released to members of the public pursuant to an access request made under MFIPPA and other Requirements of Law.

18. Intellectual Property Rights

Each Bidder warrants that the information contained in its Quotation does not infringe any third party intellectual property right and agrees to indemnify and save harmless the City, its staff and its consultants, if any, against all claims, actions, suits and proceedings, including all costs incurred by the City brought by any person in respect of the infringement or alleged infringement of any patent, copyright, trademark, or other intellectual property right in connection with their Quotation.

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19. Selection of Successful Bidder

The highest ranked Bidder(s), as established under the evaluation of the RFQ that are recommended by the City to enter into a Contract will be so notified by the City in writing, pending any award.

20. Notification to Other Bidders

Once the Successful Bidder is notified of their selection, the other Bidders will be notified by the City in writing of the outcome of the RFQ process.

21. Debriefing

Bidders may request a debriefing after receipt of a notification of the outcome of the selection process. All requests must be in writing to the City Contact and must be made within sixty (60) days of notification of the outcome of the selection process. The intent of the debriefing information session is to aid the Bidder in presenting a better bid in subsequent procurement opportunities. Any debriefing provided is not for the purpose of providing an opportunity to challenge the RFQ process.

22. No Contract until Execution of Written Agreement No legal relationship or obligation regarding the procurement of any good or service shall be created between the Bidder and the City by the RFQ process until the selection of the Bidder to provide the Deliverables pursuant to an Agreement.

23. Bid Protest Procedure

1) Pre-award bid disputes.

Bidders should seek a resolution of any pre-award dispute by communicating directly with the City Contact as soon as possible from the time when the basis for the dispute became known to them. The City Contact may delay the outcome of the selection process, or any interim stage of this RFQ process, pending the acknowledgement and resolution of any pre-award dispute. For more information, see the Pre-Award and Post-Award Bid Dispute Process.

2) Post-award bid disputes.

Any dispute to the outcome of this RFQ process must be received in writing by the City Contact no later than ten (10) days after the date of the notification of the outcome of the selection process, or where a debriefing has been requested, no later than five (5) days after such debriefing is received. Any dispute that is not timely received or in writing will not receive further consideration.

Any written dispute with a procurement value over $100,000 that cannot be resolved by the City Contact through consultations with the Bidder, shall be referred to the Treasurer or their designate(s) for an impartial review, based on the following information:

A. A specific description of each act or omission alleged to have materially breached the procurement process;

B. A specific identification of the provision in the solicitation or procurement procedure that is alleged to have been breached;

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C. A precise statement of the relevant facts;

D. An identification of the issues to be resolved;

E. The Bidder's arguments, including any relevant supporting documentation; and

F. The Bidder's requested remedial action.

The Treasurer or their designate(s), in consultation with the City Solicitor, may:

A. Dismiss the dispute;

B. Accept the dispute and direct the City Contact to take appropriate remedial action, including, but not limited to, rescinding the award and any executed contract, and canceling the solicitation.

For more information, see the Pre-Award and Post-Award Bid Dispute Process.

24. Governing Law and Interpretation

The Terms and Conditions of the RFQ are to be governed by and construed in accordance with the laws of the province of Ontario, including the City's Policies and Legislation.

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APPENDIX "B" GENERAL CONTRACT TERMS AND CONDITIONS In addition to any other terms and conditions contained elsewhere in this RFQ, the following terms and conditions shall form part of the Contract between the City and the Vendor and are deemed to be incorporated into and take precedence over the terms of any purchase order(s) issued in connection with this RFQ. The order of precedence shall be: (i) the RFQ, including any appendices, schedules and Addenda; (ii) the purchase order; and (iii) the Quotation;

1. Compliance with Laws

The Vendor will be required to comply, at its sole expense, with all applicable Requirements of Law (including, without limitation, the City's Fair Wage and other policies or by-laws applicable to the City's vendors, the Ontario Fire Code, the Ontario Employment Standards Act, the Ontario Human Rights Code, the Ontario Labour Relations Act, the Workplace Safety and Insurance Act, the Income Tax Act and Occupational Health and Safety requirements) in relation to the provision of any Services, including the obtaining of all necessary permits and licences, and shall submit proof of such compliance to the City, upon request, and the Vendor shall indemnify and save the City harmless from any liability or cost suffered by it as a result of the vendor's failure to comply with this provision.

2. Non-Exclusivity

The awarding of a Contract to a Vendor shall not be a guarantee of exclusivity. 3. Confidentiality

The Vendor shall treat as confidential all information of any kind which comes to the attention of the Vendor in the course of carrying out the Services and shall not disseminate such information for any reason without the express written permission of the City or otherwise in accordance with MFIPPA or other applicable privacy law. The Vendor may be required to enter into a detailed confidentiality and conflict of interest agreement in a form satisfactory to the City Solicitor.

4. Conflict of Interest

The Vendor shall: (a) avoid any Conflict of Interest in the performance of its contractual obligations; (b) disclose to the City without delay any actual or potential Conflict of Interest that arises during the performance of its contractual obligations; and (c) comply with any requirements prescribed by the City to resolve any Conflict of Interest. In addition to all other contractual rights or rights available at law or in equity, the City may immediately terminate the Contract upon giving notice to the Vendor where: (a) the Vendor fails to disclose an actual or potential Conflict of Interest; (b) the Vendor fails to comply with any requirements prescribed by the City to resolve or manage a Conflict of Interest; or (c) the Vendor’s Conflict of Interest cannot be resolved to the City's reasonable satisfaction.

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5. Indemnities (1) The Vendor shall indemnify and save harmless the City of Toronto, its Mayor, Members of

Council, officers, employees, and agents from and against any losses, liens, charges, claims, demands, suits, proceedings, recoveries and judgments (including legal fees and costs) arising from or related to the Vendor's performance or non-performance of its obligations, including payment obligations to its approved subcontractors and suppliers and others, and including or breach of any confidentiality obligations under the Contract or infringement, actual or alleged of any Canadian, American or other copyright, moral right, trade-mark, patent, trade secret or other thing with respect to which a right in the nature of intellectual/industrial property exists.

(2) Upon assuming the defence of any action covered under this sub-article the Vendor shall keep City of Toronto reasonably informed of the status of the matter, and the Vendor shall make no admission of liability or fault on City of Toronto's part without City of Toronto's written permission.

Intellectual Property Indemnity

The Vendor shall indemnify and save harmless the City of Toronto, its Mayor, Members of Council, officers, employees, and agents from and against any losses, liens, charges, claims, demands, suits, proceedings, recoveries and judgements (including legal fees and costs) arising from infringement, actual or alleged, by the Quotation, its use or misuse, or by any of the deliverables developed or provided or supplied under or used in connection with the Services (including the provision of the Services themselves), of any Canadian, American or other copyright, moral right, trade-mark, patent, trade secret or other thing with respect to which a right in the nature of intellectual/industrial property exists.

Employment & WSIB Indemnity

Nothing under this Agreement shall render the City responsible for any employment, benefit or termination liability (including those under or in connection with the Workplace Safety and Insurance Act, 1997 or any successor legislation ("WSIA"), whether statutorily required, at common law or otherwise, resulting from Services supplied under this Agreement by persons employed or otherwise engaged by the Vendor. In the event that employment related costs, or other related responsibility falls to the City for any reason whatsoever, the Vendor agrees to indemnify the City for such costs.

6. Insurance

The successful Vendor agrees to purchase and maintain in force, at its own expense and for the duration of the services, the following policies of insurance, which policies shall be in a form and with an insurer acceptable to the City. A certificate evidencing these policies signed by the insurer or an authorized agent of the insurer must be delivered to the City prior to the commencement of services.

3. Commercial General Liability provided that the policy:

(v) is in the amount of not less than Two Million Dollars ($2,000,000.00), per occurrence;

(vi) adds the City of Toronto as an additional insured;

(vii) includes Non-Owned Automobile Liability, Employer's Liability and/or Contingent Employer's Liability, and any other provision relevant to the services;

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(viii) includes a clause which will provide the City with thirty (30) days' prior written notice of cancellation (15 days if cancellation is due to non-payment of premium).

4. Professional Liability (errors and omissions) coverage provided that the policy:

(iii) is in the amount of not less than One Million Dollars ($1,000,000);

(iv) will extend to infringement of copyright and other intellectual property, including misuse of trade secrets, if appropriate.

Notwithstanding anything to the contrary contained in this Agreement, kept in full force and effect for a period of time ending no sooner than TWO YEARS after the termination or expiry of this Agreement, as the case may be.

5. Automobile Liability insurance with a minimum limit of One Million Dollars ($1,000,000) for all owned or leased licensed motorized vehicles used in the performance of services.

6. General Provisions

It is understood and agreed that the coverage and limits of liability noted above are not to be construed as the limit of liability of the vendor in the performance of services. It is also agreed that the above insurance policies may be subject to reasonable deductible amounts, which deductible amounts shall be borne by the vendor. At the expiry of the policies of insurance, original signed Certificates evidencing renewal will be provided to the City without notice or demand.

The successful vendor is responsible for any loss or damage whatsoever to any of its materials, goods, equipment or supplies and will maintain appropriate all-risk coverage as any prudent owner of such materials, goods, supplies and equipment. The successful vendor shall have no claim against the City or the City’s insurers for any damage or loss to its property and shall require its property insurers to waive any right of subrogation against the City.

7. No Assignment

The Vendor shall not assign any part of the Contract nor any interest therein without the prior written consent of the City, which consent shall not be unreasonably withheld. However, such written consent shall not under any circumstances relieve the Vendor of its liabilities and obligations under this RFQ and the Contract, including the terms of this RFQ.

8. Subcontractors

(1) The Vendor shall be solely responsible for the payment of every subcontractor employed, engaged, or retained by it for the purpose of assisting it in the performance of its obligations under the contract. The Vendor shall coordinate the provision of the Deliverables by its subcontractors in a manner acceptable to the City, and ensure that they comply with all the relevant requirements of the Contract.

(2) The Vendor shall be liable to the City for all costs or damages arising from acts, omissions, negligence or willful misconduct of its subcontractors.

9. Personnel and Performance (1) The Vendor must make available appropriately skilled workers, consultants or subcontractors,

as appropriate, and must be able to provide the necessary materials, tools, machinery and supplies to fulfill its obligations under the Contract.

(2) The Vendor shall be responsible for its own staff resources and for the staff resources of any subcontractors and third-party service providers.

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(3) The Vendor will ensure that its personnel (including those of approved subcontractors), when using any City buildings, premises, equipment, hardware or software shall comply with all security policies, regulations or directives relating to those buildings, premises, equipment, hardware or software.

(4) Personnel assigned by the Vendor to provide the deliverables (including those of approved subcontractors) may also, in the sole discretion of the City, be required to sign confidentiality and conflict of interest agreement(s) satisfactory to the City Solicitor.

10. Independent Contractor

The Vendor and the City agree and acknowledge that the relationship of the City and the Vendor is one of owner and independent contractor and not one of employer-employee. Neither is there any intention to create a partnership, joint venture or joint enterprise between the Vendor and the City.

11. Warranties and Covenants

The Vendor represents, warrants and covenants to the City (and acknowledges that the City is relying thereon) that any deliverable resulting from or to be supplied or developed under the Contract will be in accordance with the City’s functional and technical requirements (as set out in the RFQ) and, if applicable, will function or otherwise perform in accordance with such requirements.

12. Ownership of Intellectual Property and Deliverables

The City will own all intellectual property rights, including (without limitation) copyright, in and to all deliverables provided by the Vendor and its subcontractors. All information, data, plans, specifications, reports, estimates, summaries, photographs and all other documentation prepared by the Vendor in the connection with the provision of the Deliverables under the Contract, whether they be in draft or final format, shall be the property of the City.

13. Termination Provisions

(1) Upon giving the Vendor not less than 30 days’ prior written notice, the City may, at any time and without cause, cancel the Contract, in whole or in part. In the event of such cancellation, the City shall not incur any liability to the Vendor apart from the payment for the Deliverables that have been satisfactorily delivered or performed by the Vendor at the time of cancellation.

(2) Failure of the Vendor to perform its obligations under the Contract shall entitle the City to terminate the Contract upon ten (10) calendar days’ written notice to the Vendor if a breach which is remediable is not rectified in that time. In the event of such termination, the City shall not incur any liability to the Vendor apart from the payment for the Deliverables that have been satisfactorily delivered or performed by the Vendor at the time of termination.

(3) All rights and remedies of the City for any breach of the Vendor's obligations under the Contract shall be cumulative and not exclusive or mutually exclusive alternatives and may be exercised singularly, jointly or in combination and shall not be deemed to be in exclusion of any other rights or remedies available to the City under the Contract or otherwise at law.

(4) No delay or omission by the City in exercising any right or remedy shall operate as a waiver of them or of any other right or remedy, and no single or partial exercise of a right or remedy shall preclude any other or further exercise of them or the exercise of any other right or remedy.

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14. Liquidated Damages

If the vendor at any time fails to supply all goods or services to the City as specified within the Contract, or fails to replace goods or services rejected by the City, then the City shall be permitted to procure such goods or services elsewhere and charge any additional costs incurred by the City to the vendor as liquidated damages, unless otherwise specified, and deduct such amounts from payments due to the vendor or to otherwise collect such costs from the vendor by any other method permitted by law.

15. Right to Retain Monies

The City shall have the right to retain out of monies payable to the vendor under the Contract the total amount outstanding for time to time of all claims arising out of the default of the vendor of its obligations to the City. This shall include claims pursuant to this or any other contract or cause of action between the vendor and the City which have not been settled between the City and the vendor.

16. Occupational Health and Safety

(1) The Vendor shall comply with all federal, provincial or municipal occupational health and safety legislative requirements, including, and without limitation, the Occupational Health and Safety Act, R.S.O., 1990 c.0.1 and all regulations thereunder, as amended from time to time (collectively the "OHSA").

(2) Nothing in this section shall be construed as making the City the "employer" (as defined in the OHSA) of any workers employed or engaged by the Vendor for the Work, either instead of or jointly with the Vendor.

(3) The Vendor agrees that it will ensure that all subcontractors engaged by it are qualified to perform the Work and that the employees of subcontractors are trained in the health and safety hazards expected to be encountered in the Work.

(4) The Vendor acknowledges and represents that:

a) The workers employed to carry out the Work have been provided with training in the hazards of the Work to be performed and possess the knowledge and skills to allow them to work safely;

b) The Vendor has provided, and will provide during the course of the agreement, all necessary personal protective equipment for the protection of workers;

c) The Vendor’s supervisory employees are competent, as defined in the OHSA, and will carry out their duties in a diligent and responsible manner with due consideration for the health and safety of workers;

d) The Vendor has in place an occupational health and safety policy in accordance with the OHSA; and

e) The Vendor has a process in place to ensure that health and safety issues are identified and addressed and a process in place for reporting work-related injuries and illnesses.

(5) The Vendor shall provide, at the request of the City, the following as proof of the

representations made in paragraph d(i) and d(iv):

a) documentation regarding the training programs provided or to be provided during the Work (i.e. types of training, frequency of training and re-training); and

b) the occupational health and safety policy.

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(6) The Vendor shall immediately advise the City in the event of any of the following:

a) A critical injury that arises out of Work that is the subject of this agreement;

b) An order(s) is issued to the Vendor by the Ministry of Labour arising out of the Work that is the subject of this agreement;

c) A charge is laid or a conviction is entered arising out of the Work that is the subject of this agreement, including but not limited to a charge or conviction under the OHSA, the Criminal Code, R.S.C 1985, c. C-46, as amended and the Workplace Safety and Insurance Act, 1997, S.O. 1997, c. 16, Sched. A, as amended.

(7) The Vendor shall be responsible for any delay in the progress of the Work as a result of any

violation or alleged violation of any federal, provincial or municipal health and safety requirement by the Vendor, it being understood that no such delay shall be a force majeure or uncontrollable circumstance for the purposes of extending the time for performance of the Work or entitling the Vendor to additional compensation, and the Vendor shall take all necessary steps to avoid delay in the final completion of the Work without additional cost to the City.

(8) The parties acknowledge and agree that employees of the City, including senior officers, have

no authority to direct, and will not direct, how employees, workers or other persons employed or engaged by the Vendor do work or perform a task that is the subject of this agreement.

17. Workplace Safety and Insurance Board Vendor shall secure, maintain and pay all costs for Workplace Safety and Insurance Board ("WSIB") workers’ compensation coverage for its employees providing Services under this agreement, whether required statutorily or not under the Workplace Safety and Insurance Act, 1997. Vendor represents and warrants that it shall be in good standing with the WSIB throughout the term of this agreement. Prior to supplying the Services and prior to receiving payment, the Vendor shall produce a Clearance Certificate issued by the WSIB confirming that the Vendor has paid its assessment based on a true statement of the amount of its current payroll in respect of the Services and that the City is relieved of financial liability. Thereafter, throughout the period of Services being supplied, a new Clearance Certificate will be obtained from the WSIB by the Vendor and provided to the City every 90 days or upon expiry of the Certificate's validity period whichever comes first. Vendor shall ensure that any and all persons, including but not limited to volunteers, students, subcontractors and independent contractors, providing services under this agreement, have secured WSIB coverage, whether required statutorily or not, for the term of this agreement.

18. Accessibility Standards for Customer Service Training Requirements The Vendor shall require all applicable personnel (including those of its subcontractors) to fulfill the training requirements set out in the City's policy on Accessible Customer Service Requirements for Contractors, Consultants and other Service Providers.

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19. City of Toronto – Invoice/Billing Requirements To assist in prompt payment, it is essential that all required billing information is provided on the invoice submitted to the City of Toronto. If billing information is missing from an invoice it will result in a payment delays. It is the Vendor's responsibility to submit accurate invoices for goods /services delivered to the City of Toronto divisions. If an inaccurate invoice (ie: but not limited to, pricing, quantity or services provided) is submitted, the Vendor will be requested to issue a credit note and submit a new invoice. If the invoice in question offered an early payment discount, the re-issue date of the new invoice will be used to calculate the early payment discount terms. 19.1 Standard Invoices: 1) Original hardcopy vendor invoices must be addressed and sent DIRECTLY to: City of Toronto Accounting Services Division Corporate Accounts Payable 55 John Street 14th Floor, Metro Hall Toronto, ON M5V 3C6; or 2). Electronic Invoices To support an electronic payable environment, the City of Toronto Corporate Accounts Payable unit will accept electronic vendor invoices submitted via email to APinvoice@toronto.ca . Electronic invoices submitted must be in a PDF format with either single or multiple invoice(s) per attachment. Note: Do not send statements or past due invoices to this email address, only current invoices will be accepted. Do not send hard copy invoices to Corporate Accounts Payable if you have submitted an electronic invoice. If you have any questions regarding this process, please contact AP Customer Service at 416-397-5235 and follow the prompts. 3) Invoice/s submitted to the City of Toronto must have complete ship to information including:

I. Name of City Division, II. The City Division’s contact name and phone number (the person ordering or

picking up the goods and/or services), III. Delivery location of goods and/or services (excluding pick-up order), IV. Purchasing document information on the invoice (blanket contract number, contract

release order number (CRO) purchase order (PO) or Divisional Purchase Order (DPO) must be clearly indicated on the invoice.

V. Complete "Remit To" address is required on all submitted vendor invoices

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A purchasing document number must be provided by City Staff at time of order for goods or services. 4) City purchases with the use of a credit card/PCard, are NOT to be sent to Corporate Accounts Payable. These invoices are considered paid. 5) Vendors are encouraged to provide packing slips and/or goods receipt confirmations directly to

the ordering Division for goods/services delivered. 6) Vendors are to provide backup documentation directly to the ordering Division, not Corporate

Accounts Payable.

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APPENDIX “C” PRICE FORM Lump sum prices quoted shall include for all material, equipment, tools, disbursements, and labour, to carry out the duties required of the commissioning agent and M&V agent for the new net zero energy Mount Dennis day care at 1234 Weston Road, Toronto, Ontario. No additional costs will be considered, excluding harmonized sales tax (HST).

Item Base Scope Deliverables Price ($) *

(Lump Sum)

A Fundamental Commissioning

A.1 Planning Activities $

A.2 Design & Construction Activities $

A.3 Closeout & Warranty Activities $

Item A - Subtotal $

B M&V Plan Development and Implementation

B.1 Pre-tender Period Activities $

B.2 Construction Activities $

B.3 Testing and Calibration Activities $

B.4 Monitoring Activities $

B.5 Analysis Activities $

Item B - Subtotal $

C Air Tightness Testing

C.1 Air Tightness Testing – 3 Stage $

Item C - Subtotal $

D Provisional / Contingency Allowance***

D.1 Contingency Allowance $20,000.00

D.2 Provisional Allowance – Temporary Sub-Meters $15,000.00

Item D - Subtotal $35,0000.00

**TOTAL EVALUATED BID PRICE

(Items A+ Items B+ Items C+ Items D) $

E Optional Items

E.1 Enhanced Commissioning – as a Cost Premium to Fundamental Commissioning

$

E.2 ENERGYSTAR Portfolio Manager Registration $

E.3 M&V Plan Development and Implementation – Resiliency Testing $

E.4 M&V Plan Development and Implementation – Extended Monitoring (for every 4 month period extensions)

$

E.5 Weather Station Procurement and Installation Support $

E.6 Additional Fees for Commissioning of system $

E.7 Building Envelope Commissioning $

Item E - Subtotal $

*Price to include all associated expenses and disbursements

**Transfer TOTAL EVALUATED BID PRICE to COVER PAGE (Page 2)

***The Contingency and Provisional Allowance is for additional work requested and authorized in writing.

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APPENDIX “D” – SUPPLEMENTARY FORMS

1) Declaration of Compliance with Anti-Harassment/Discrimination Legislation & City Policy

2) Statutory Declaration (Occupational Health & Safety)

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Declaration of Compliance with Anti-Harassment/Discrimination Legislation & City Policy

Organizations/individuals in Ontario, including the City of Toronto, have obligations under the Ontario Human Rights Code, the Occupational Health and Safety Act, the Employment Standards Act, the Accessibility for Ontarians with Disabilities Act, the Criminal Code of Canada and the Charter of Rights and Freedoms. In addition, the City of Toronto also has policies that prohibit discrimination on the additional grounds of political affiliation or level of literacy, subject to the requirements of the Charter. Organizations are required to have and post policies, programs, information, instruction, plans and/or other supports, and an appropriate internal process available to their employees and service recipients to prevent, address and remedy discrimination, racism, harassment, hate and inaccessibility complaints under the applicable legislation and including the additional grounds of discrimination prohibited under City policy. Individuals are obliged to refrain from harassment/hate activity. The City of Toronto requires all organizations and individuals that contract with the City to sign the following Declaration of Compliance with Anti-Harassment/Discrimination Legislation & City Policy. This Declaration must be signed by your organization and submitted with the contract or Letter of Understanding. The name of your organization and the fact that you have signed this declaration may be included in a public report to City Council.

Declaration:

I/we uphold our obligations under the above provincial and federal legislation. In addition, I/we uphold our obligations under City policies which prohibit harassment/discrimination on a number of grounds including political affiliation and level of literacy. WHERE LEGALLY MANDATED I/we have in place the necessary policies, programs, information, instruction, plans and/or other supports that are consistent with our obligations, and I/we have an internal process available to my/our employees and service recipients to prevent, address and remedy discrimination, racism, harassment, hate and inaccessibility complaints. I/we agree that I/we shall, upon the request of the City, provide evidence of the policies, programs, information, instruction, plans and other supports and an appropriate internal complaint resolution process required under this Declaration which is sufficient to allow the City to determine compliance. I/We acknowledge that failure to demonstrate compliance with this declaration to the satisfaction of the operating Division, in consultation with the City Solicitor, may result in the termination of the contract. Name of Vendor or Name of Grant Applicant (Organization or Individual): Complete Address: Email _____________________________ Tel. No. ____________________________ Postal Code: Fax No. ____________________________ Name of Signing Officer or Name of Applicant (Name – please print): Position

Signature: Date:

Authorized Signing Officer or Individual

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Multilingual Services: 311 and TTY 416-338-0889.Further information: www.toronto.ca/diversity.ca

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STATUTORY DECLARATION (Occupational Health & Safety)

PROVINCE OF ONTARIO )

JUDICIAL DISTRICT OF YORK )

IN THE MATTER OF RFQ NO. __________ AND ANY ENSUING CONTRACT

BETWEEN

_______________________________________________ (Company Name)

- AND -

City of Toronto

I, ______________________________ of the City/Town/Village of ___________________________ in the

Province

(Name)

of _____________________________, do solemnly declare the following:

(Name of Province)

1. I am the ___________________________ of the ____________________________ and as such

(Insert Title) (Insert Company Name)

have knowledge of the matters herein stated.

2. __________________________ is a sole proprietorship/partnership/corporation with its head office

(Company Name)

located at________________________ and has carried on business as

a_______________________________________

(contractor/state other type of

business)

since on or about_____________________.

(Insert Date)

3. _______________________________ since__________________ had in place a Health and Safety

Policy

(Company Name) (Insert Date)

under Section 25(2) (j) of the Occupational Health and Safety Act, R.S.O. 1990, c. 0.1 as amended, (the “Act”)

and

has/have developed and maintain(s) on an annual basis a program to implement the written Occupational Health

and Safety

Policy. A copy of the policy and program for________________________ (Insert Company Name) will be

delivered to the

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City of Toronto upon request by the City and will be available for inspection at the City of Toronto, solely for the

purposes of the above noted Contract.

4._______________________________ since__________________ had in place a Workplace Violence and a

(Company Name) (Insert Date)

Workplace Harassment Policy under Section 32.0.1(1) of the Occupational Health and Safety Act, R.S.O. 1990,

c. 0.1 as amended, (the “Act”) and has/have developed and maintain(s) on an annual basis a program to implement

the written Workplace Violence and Workplace Harassment Policy. A copy of the policy and program

for________________________ (Insert Company Name) will be delivered to the City of Toronto upon request

by the City and will be available for inspection at the City of Toronto, solely for the purposes of the above noted

Contract.

5._______________________________ (Insert Company Name) will employ for the Work under this

Contract a supervisor or supervisors who are competent persons as defined by section 1(1) of the Act,

and specifically a person or persons who:

(a) are qualified because of knowledge, training and experience to organize the Work and its

performance;

(b) are familiar with the Act and the regulations made thereunder that apply to the Work; and

(c) have knowledge of any potential or actual danger to health and safety associated with the Work.

6.________________________________________ (Insert Company Name) will employ for the

purpose of

this project the following competent supervisors:

________________________________

__________

(Insert name of supervisors)

No supervisors other than those named shall work on this Contract.

7. The supervisors employed by________________________________________ (Insert

Company Name) has successfully completed the necessary health and safety courses to be considered

a competent person to undertake the Work described in the Contract.

AND I/We make this solemn Declaration conscientiously believing it to be true, and knowing that it is of the

same force and

effect as if made under oath and by virtue of “The Canada Evidence Act”.

DECLARED BEFORE ME AT THE )

)

OF )

)

IN THE ) _____________________________________________

) Signing Officer for Company

THIS DAY OF 20___. )

)

A Commissioner etc. )

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APPENDIX E - CITY POLICY COMPLIANCE FORMS (Also See City Policies Listed in Appendix "E1")

POLICIES

The Bidder has read, understood and agrees to comply with the terms and conditions contained

in this RFQ and the City’s Policies and Legislation set out on the City of Toronto website at:

http://www.toronto.ca/purchasing/policies

DECLARATION OF COMPLIANCE WITH THE CITY'S SUPPLIER CODE OF

CONDUCT

By signing this form, the Bidder acknowledges that it has read and understands its obligations

under the Supplier Code of Conduct and further certifies that the Bidder, and any of its proposed

subcontractors, will provide the services in compliance with the Supplier Code of Conduct.

Refer to the Supplier Code of Conduct in Article 13 of Chapter 195, Purchasing, of the Toronto

Municipal Code.

PROHIBITION AGAINST COLLUSION AND UNETHICAL BIDDING

If the box below is left blank, the Bidder will be deemed to declare that it had no affiliation or

other relationships with other Bidders that might be seen to compromise the principle of fair

competition, including any proposed subcontracting relationships.

If the Bidder declares an affiliation or other relationship with other Bidders that might be seen to

compromise the principle of fair competition, the Bidder must set out the details below:

Refer to the Supplier Code of Conduct mentioned above.

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PROHIBITION AGAINST ILLEGALITY

If the box below is left blank, the Bidder will be deemed to declare that is has no previous

convictions of itself or affiliated persons for collusion, bid-rigging, price-fixing, bribery, fraud,

or other similar behaviors or practices prohibited under the Criminal Code, the Competition Act,

or other applicable law, for which the Bidder has not received a pardon.

If the Bidder declares that it has previous convictions of itself or affiliated persons, the Bidder

must set out the details below:

Refer to the Supplier Code of Conduct mentioned above.

CONFLICTS OF INTEREST OR UNFAIR ADVANTAGE

For the purposes of this section, the term “Conflict of Interest” means

(a) in relation to the procurement process, the Bidder has, or is seen to have, an unfair

advantage or engages in conduct, directly or indirectly, that may give it an unfair

advantage, including but not limited to (i) having, or having access to, confidential

information of the City in the preparation of its proposal that is not available to other

Bidders, (ii) communicating with any person with a view to influencing preferred

treatment in the procurement process (including but not limited to the lobbying of

decision makers involved in the procurement process), or (iii) engaging in conduct that

compromises, or could be seen to compromise, the integrity of the procurement process;

or

(b) in relation to the performance of its contractual obligations contemplated in the contract

that is the subject of this procurement, the Bidder’s other commitments, relationships or

financial interests (i) could, or could be seen to, exercise an improper influence over the

objective, unbiased and impartial exercise of its independent judgment, or (ii) could, or

could be seen to, compromise, impair or be incompatible with the effective performance

of its contractual obligations.

Potential Conflicts of Interest or unfair advantage include, but are not limited to:

(1) Engaging current or former City employees or public office holders to take any part in the

preparation of the proposal or the performance of the contract if awarded, any time within two

(2) years of such persons having left the employ or public office of the City;

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(2) Engaging any family members, friends or private business associates of any public office

holder which may have, or appear to have, any influence on the procurement process or

performance of the contract, if awarded;

(3) Prior involvement by the supplier or affiliated persons in developing the technical

specifications or other evaluation criteria for the solicitation;

(4) Prior access to confidential City information by the supplier, or affiliated persons, that is

materially related to the solicitation and that was not readily accessible to other prospective

Bidders; or

(5) The Bidder or its affiliated persons are indebted to or engaged in ongoing or proposed

litigation with the City in relation to a previous contract.

If the box below is left blank, the Bidder will be deemed to declare that (a) there was no Conflict

of Interest in connection with preparing its proposal; and (b) there is no foreseeable Conflict of

Interest in performing the contractual obligations contemplated in this RFSQ process.

The Bidder declares that there is an actual or potential Conflict of Interest relating to the

preparation of its proposal, and/or the Bidder foresees an actual or potential Conflict of Interest

in performing the contractual obligations contemplated in the procurement.

If the Bidder declares an actual or potential Conflict of Interest, the Bidder must set out the

details below:

The following individuals, as employees, advisers, or in any other capacity (a) participated in the

preparation of our proposal; AND (b) were employees of the City and have ceased that

employment within twenty four (24) months prior to the Submission Deadline:

Name of Individual:

Job Classification:

Department:

Last Date of Employment with the City:

Name of Last Supervisor:

Brief Description of Individual’s Job Functions:

Brief Description of Nature of Individual’s Participation in the Preparation of the

Proposal:

(Repeat above for each identified individual. Bidders may include this information on a

separate sheet if more space is required)

The Bidder agrees that, upon request, the Bidder shall provide the City with additional

information from each individual identified above in a form prescribed by the City.

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PURCHASE OF PRODUCTS MANUFACTURED IN FACTORIES WHERE

CHILDREN ARE USED AS SLAVE LABOUR OR OTHER EXPLOITIVE

CIRCUMSTANCES WHICH IMPEDES CHILD DEVELOPMENT (if applicable)

Purpose:

To advise suppliers that the City of Toronto does not wish to encourage the use of products manufactured

in factories where children are used as slave labour or other exploitive circumstances which impedes child

development.

Policy:

Bidders must state where the products offered have been made. City Council does not wish to see products

used that have been made in factories in countries where children are used as slave labour or other exploitive

circumstances, which impedes child development. Therefore, preference will be given to bidders that

obtain products from any country other than the aforementioned, but this criteria will not be used to

disqualify any bidder.

Bidders must state where the products offered have been made: _______________________

(Specify)

Bidders to state if products offered have been made in factories in countries where children are used as

slave labour or other exploitive circumstances which impedes child development: ____________________

(Specify)

This policy will be considered in the evaluation of all Bids received.

ENVIRONMENTALLY RESPONSIBLE PROCUREMENT STATEMENT (if applicable)

For a copy of the City of Toronto Environmentally Responsible Procurement Policy, please download a

copy of the

Policy at http://www.toronto.ca/calldocuments/pdf/environment_procurement.pdf

State if environmentally preferred products/service is being offered: YES______ NO______

State briefly the environmental benefit of the product/service offered:

____________________________________________________________________________________

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ACCESSIBILITY FOR ONTARIANS WITH DISABILITIES STANDARDS

The Bidder acknowledges that it shall deliver, as appropriate for each Deliverable, accessible and

inclusive Services consistent with the Ontario Human Rights Code (OHRC), the Ontarians with

Disabilities Act, 2001 (ODA) and Accessibility for Ontarians with Disabilities Act, 2005

(AODA) and its regulations in order to achieve accessibility for Ontarians with disabilities.

Bidders are also required to comply with the City’s accessibility standards, policies, practices,

and procedures, which may be in effect during the Term of the Agreement and which apply to

the Deliverables. The accessible customer service training requirements which are applicable to

the Deliverables may be reviewed at: https://www.ontario.ca/laws/regulation/110191

DISCLOSURE OF BID INFORMATION

The Bidder hereby agrees that any information provided in this Bid, even if it is identified as

being supplied in confidence, may be disclosed where required by law or if required by order of

a court or tribunal. The Bidder hereby consents to the disclosure, on a confidential basis, of this

Bid by the City to the City’s advisers retained for the purpose of evaluating or participating in

the evaluation of this Bid.

The Bidder shall provide the City with ongoing disclosure, should the Bidder be awarded a

contract and any of the information or representations provided in this form no longer be

accurate.

_________________________________________________________________________________

SIGNATURE OF AUTHORIZED SIGNING OFFICER

_________________________________________________________________________________

PRINTED NAME OF SIGNING OFFICER

I have authority to bind the Bidder and attest to the

accuracy of the information provided in this Bid

THIS FORM (APPENDIX E, 5 PAGES) MUST BE COMPLETED, SIGNED AND

SUBMITTED WITH YOUR BID SUBMISSION OR YOUR BID WILL BE DECLARED

NON-COMPLIANT.

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APPENDIX “E1” – APPLICABLE CITY POLICIES

For a copy of the City of Toronto Procurement Policies, please download a copy of the Policy by clicking any of the

links as provided below or by visiting the following website (www.toronto.ca/purchasing/policies):

(1) FAIR WAGE POLICY* *Fair Wage Policy – (extracted from Schedule A of the City of Toronto Municipal Code, Chapter 67)

FW R (10/07)

The policy and schedules are available on the Fair Wage Office website – www.toronto.ca/fairwage LABOUR TRADES CONTRACTUAL OBLIGATIONS IN THE CONSTRUCTION INDUSTRY* Labour Trades Contractual Obligations – (extracted from Schedule B of the City of Toronto Municipal Code, Chapter 67)

(2) ACCESSIBILITY STANDARDS FOR CUSTOMER SERVICE TRAINING REQUIREMENTS POLICY

(3) ENVIRONMENTALLY RESPONSIBLE PROCUREMENT STATEMENT

(4) POLICY ON DONATIONS TO THE CITY FOR COMMUNITY BENEFITS

(5) RIGHT TO REJECT DEBTORS AND SET OFF POLICY

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APPENDIX “E2” – FAIR WAGE SCHEDULE

The Fair Wage Schedule that is applicable to this Call is the:

“INDUSTRIAL, COMMERCIAL, INSTITUTIONAL

(I.C.I.) WORK”

Please review a copy of the Fair Wage Schedule applicable to this Call. The Fair Wage Schedules can be found

at the following website:

http://www.toronto.ca/fairwage

In the event that other Fair Wage Schedules may overlap the work covered by this Contract or if you have any

questions with respect to the Fair Wage Policy or the Fair Wage Schedules please contact the Fair Wage Office

by:

Tel: (416) 392-7300

Fax:(416) 392-0801

E-Mail: fairwage@toronto.ca

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APPENDIX "F" - PROJECT REFERENCE MATERIAL

(Available Via CD)

1. Issued for Permit Drawing Set, See Section 3.25 for Pick-up Info.

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APPENDIX "G" – SPECIMEN CONTRACT AGREEMENT

THIS AGREEMENT made in quadruplicate this ______ day of _____________, 20__

BETWEEN:

CITY OF TORONTO (the “City”)

Of The First Part - and -

[ENTER Consultant’s Full Legal Name] (the “Consultant”)

Of The Second Part [NOTE to writer: Do not change any of the clauses or legal language. Only fill in blanks/highlighted areas, and choose / delete only clauses with instructions in red. ]

WHEREAS the City issued the RFP in connection with obtaining professional consulting services for [enter

the project name / title] (herein referred to as the "Project"), and the Consultant submitted a Proposal in

response to the RFP; and

INSERT 1 of the following clauses:

[All Services Combined in Single Contract clause]

WHEREAS the Consultant has agreed to perform Services in connection with the Project, in accordance with the terms and conditions set forth in this Agreement; and

OR

[Preliminary and Detailed Design Services Contract clause]

WHEREAS the Consultant has agreed to perform, pursuant to this Agreement, Services in connection with

preliminary design and detailed design for the Project in accordance with the terms and conditions set forth

in this Agreement; and further, pursuant to two separate agreements (which may include a purchase order

in the case of post-construction services), services during construction (including site supervision services,

testing and commissioning) and post-construction services, with respect to the Project as set forth in those

respective agreements; and OR

[Construction Services Contract clause]

WHEREAS the Consultant has agreed to perform, pursuant to this Agreement, Services during

construction including site supervision services, testing and commissioning for the Project in accordance

with the terms and conditions set forth in this Agreement; and further, pursuant to two separate agreements

(which may include a purchase order in the case of post-construction services), preliminary design and

detailed design services and post-construction services, with respect to the Project as set forth in those

respective agreements; and

INSERT 1 of the following clauses: [Approval Clause - by GM]

WHEREAS the Consultant was selected in accordance with the provisions of Municipal Code Chapters 71 and 195 to provide the Services in connection with the Project in accordance with all the terms and conditions of the RFP and the Proposal at a total cost not in excess of $[ENTER AMOUNT] inclusive of contingency and applicable taxes, being within the delegated authority and financial authority of the Division Head;

OR [Approval Clause - by Bid Committee]

WHEREAS at its meeting held on [ENTER DATE], the Bid Award Panel adopted the recommendations in

the Staff Report from the Director of Purchasing and Materials Management dated [ENTER DATE], and

authorized the retention of the Consultant to provide the Services in connection with the Project; OR

[Approval Clause - by Council]

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WHEREAS at its meeting held on [ENTER DATE], City Council adopted Item No. __ of Report No. ___ of

the [ENTER appropriate committee name] Committee, thereby authorizing the retention of the Consultant

to provide the Services in connection with the Project;

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. INTERPRETATION

(1) The Interpretation provisions of and definitions contained in the RFP are incorporated into and form part of this Agreement.

(2) Definitions

In addition to the foregoing, the following terms shall have the meanings as specified in this section unless

the context otherwise specifies or requires:

(a) “Additional Services” are those services which are not contemplated or provided for in the scope of

Services set out in the RFP and which are expressly authorized by the Division Head in writing and

in advance in accordance with this Agreement.

(b) “Addendum” and “Addenda” means a written addendum or written addenda issued by the City which modify the RFP and include(s) the following:

[INSERT “None.” where no Addenda and DELETE box below]

Addendum No. 1 dated [ENTER DATE]

Addendum No. 2 dated [ENTER DATE]

Addendum No. 3 dated [ENTER DATE]

(c) “Business Day” means any day other than a Saturday, Sunday or a statutory or civic holiday in the

Province of Ontario.

(d) “Claims” or “Claim” means any damages, losses, costs, demands, claims, actions, causes of action,

suits, proceedings, executions, liens or otherwise for, without limitation, compensation, liabilities,

damages or loss of any kind and any nature whatsoever and howsoever caused including property

damage or loss, bodily injury or death, loss of reputation, loss of opportunity, economic loss, royalties,

judgments, fines, penalties, interest, charges, expenses and costs (including legal costs on a

substantial indemnity basis).

(e) “City” means the City of Toronto and where an authority or discretion is conferred upon the City under

this Agreement, means the appropriate official or representative of the City as designated or

appointed under its governing by-laws, resolutions or policies from time to time or under this

Agreement.

(f) “Clarification Letter(s)” means a written document issued by the Consultant clarifying its Proposal.

The Consultant's Proposal has been clarified by the following letter(s) of the Consultant:

Letter(s) of the Consultant dated [ENTER DATE] (the “Clarification Letter(s)”).

Each reference in this Agreement to the Consultant’s Proposal (or individually to the Consultant’s

Technical Proposal or Cost of Services Proposal) shall be taken as a reference to the respective

Proposal as modified by the foregoing Clarification Letter(s).

[INSERT “There has been no clarification made of the Consultant’s Proposal.” where no Clarification Letters

and DELETE box above]

(g) “Confidential Information” means, with respect to the City, all documents, information and material which are identified by the City to the Consultant as confidential or containing confidential information; or which ought by their nature to be considered as confidential or as containing confidential information of the City, which the Consultant and/or its subcontractors receive or are

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exposed to by reason of this Agreement or performing the Services including: (i) any personal information; (ii) any software code and associated documentation owned or licensed by the City; and (iii) any administrative, commercial, financial, proprietary, technical, commercial labour relations, statistical or regulatory information of the City, or of any third party which may be contained in records of the City and was supplied in confidence to the City and identified as such to the Consultant. Notwithstanding the foregoing, Confidential Information shall not include any document, information or material that is or becomes publicly available through no act or failure of the Consultant from a source other than the Consultant prior to receipt from the City; or becomes independently available to the Consultant as a matter of right.

(h) "Conflict of Interest” means, in relation to the performance of its obligations under this Agreement, the Consultant’s other commitments, relationships or financial interests (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its obligations under this Agreement.

(i) “Construction Act” means the Construction Act, R.S.O. c. C.30 and regulations thereunder, as amended from time to time.

(j) “Division Head” means the [General Manager, Toronto Water][Chief Engineer and Executive Director of Engineering and Construction Services] [ENTER appropriate Division Head for Project] and includes such person’s designate.

(k) “including” means “including but not limited to”.

(l) “Indemnitees” means the City, its elected officials, officers, directors, employees, agents, representatives, successors and assigns.

(m) “Optional Item” means an item which has not been set out in the scope of work of the RFP but has been proposed by the Consultant in its Proposal as an enhancement or additional service which may benefit the Project.

(n) “Personnel” means the Consultant’s personnel and includes: (i) the Consultant’s officers, directors, partners, employees, agents and subcontractors; (ii) any person employed or engaged by or under the control of the Consultant or its

subcontractors to perform or supply any part of the Services including goods related thereto; and

(iii) any other person for whom the Consultant is responsible at law.

(o) “Project” means [ENTER brief Project description].

(p) “Proposal” means the Consultant’s Technical Proposal dated [ENTER DATE] and Cost of Services Proposal dated [ENTER DATE], including all appendices, exhibits and attachments thereto, submitted in response to the RFP (individually the “Technical Proposal” and the “Cost of Services Proposal”, respectively). Each reference to the Proposal in this Agreement shall be taken as a reference to the Proposal as modified by the Clarification Letter(s), if any.

(q) “Provisional Item” means a Service identified in Schedule A which shall only be undertaken by the Consultant at the request and upon the prior written authorization of the Division Head.

(r) “RFP” means the Request for Proposal No. [ENTER RFP # ], issued by the City on [ENTER DATE], in connection with obtaining professional consulting services for the Project. Each reference to the RFP in this Agreement shall be taken as a reference to the RFP as modified by the Addenda, if any.

(s) “Services” means those services, and goods related thereto, and obligations detailed in this Agreement, including Schedule A, to be provided and undertaken by the Consultant for the City and shall include Provisional Items and Additional Services, unless the context requires otherwise, authorized by the Division Head in accordance with this Agreement.

(t) “Working Day” shall have the same meaning as set out or described in the RFP and, where there is no meaning or description of Working Day set out in the RFP, it shall have the same meaning as Business Day.

(3) Interpretation

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(a) For the purposes of this Agreement, any reference to a “subcontractor” of the Consultant shall include a sub-consultant of the Consultant.

(b) Any reference to the Division Head or other officer or representative of the City shall be construed to mean the person holding that office from time to time, and the designate or deputy of that person, and shall be deemed to include a reference to any person holding a successor office or the designate or deputy of that person.

(c) Without restricting or limiting the rights and privileges of the City to any broader interpretation, any breach or default of or in respect of a term, covenant, warranty, condition or provision of the Agreement, or a liability caused, by any of the Consultant’s Personnel shall constitute a breach or default or liability caused by the Consultant.

(d) A reference to any Act, bylaw, rule, policy or regulation or to a provision thereof shall be deemed to include a reference to any Act, bylaw, rule, policy or regulation or provision enacted in substitution thereof or amendment thereof.

(e) This Agreement shall not be construed as or deemed to be an agreement for the benefit of any third parties, and no third party shall have any right of action arising in any way under this Agreement for any cause whatsoever.

(f) Any services, goods or incidentals not explicitly specified in this Agreement but which are necessary to conform to professional or safety standards or codes governing such Services, or which may be fairly implied as “included”, shall be done or supplied by the Consultant as if such services, goods or incidentals had been explicitly specified.

(g) Any words and abbreviations, which have well-known professional, technical or trade meanings, are used in this Agreement in accordance with such recognized meanings, unless expressly provided otherwise.

(h) All amounts are expressed in Canadian dollars and are to be payable in Canadian dollars and all references to time shall be deemed to be references to current time in the City.

(4) Priority of Documents

In the event of any conflict or disagreement between the various documents or any omissions contained

in the documents making up this Agreement, the documents shall govern in the following order of

precedence:

(a) A written amendment to this Agreement in accordance with the terms hereof, the amendment

bearing the later date having priority (if any);

(b) This Agreement including Schedules “A” and “B”;

(c) Addenda, the addendum bearing the later date having priority (if any);

(d) RFP;

(e) Statutory Declaration by the Consultant (Schedule “SD-Final”);

(f) Clarification Letter(s) of the Consultant (if any), the Clarification Letter bearing the later date

having priority; and

(g) Consultant’s Proposal (including the Technical Proposal and Cost of Services Proposal).

The foregoing documents are incorporated into and form part of this Agreement, even if said documents are not physically attached hereto. The Consultant acknowledges receipt of all such documents.

2. PERFORMANCE

(1) The Consultant agrees and covenants, and represents and warrants, to the City and acknowledges

that the City is relying on such representations, warranties and covenants in entering into this

Agreement, as follows:

(a) to supply and perform the Services, more particularly set forth in Schedule "A" attached hereto,

and undertake, perform and complete its undertakings and obligations provided for in this

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Agreement to the satisfaction of the Division Head in accordance with all the terms and conditions

of this Agreement;

(b) to supply and provide, at its sole cost, save as otherwise expressly provided in this Agreement, all

necessary equipment, goods, materials, analysis, transportation, accommodation, labour,

personnel, technical assistance and incidentals required in performing or supplying the Services,

and all overhead expenses in connection therewith;

(c) to supply, perform and provide the Services in a careful, professional, skilful, diligent, timely and

workmanlike manner according to the industry standards of practice, care, skill and diligence to be

expected of professionals and contractors in the performance of services similar to those called for

under this Agreement including the use of materials and methods as are properly suited to the

function and performance intended;

(d) to make available and employ for the purposes of this Agreement only such persons as are

professionally qualified, careful, skilled and experienced in the duties required of them to perform

the Services properly and in a competent and professional manner and ensure that every such

person is properly and thoroughly trained and instructed;

(e) to ensure that its Personnel, when using any buildings, premises, equipment, hardware or software

owned, leased or licensed by the City shall comply with all security policies, regulations or directives

relating to those buildings, premises, equipment, hardware or software of which the Consultant has

received oral or written notice;

(f) to use, in the performance of the Services, those Personnel specifically named in its Proposal and

to not add to or substitute any such Personnel or engage any other subcontractor without the prior

written approval of the Division Head. The City reserves the right to require the Consultant to

immediately replace any of its Personnel supplying or performing the Services, upon written notice

by the Division Head, where such person in the reasonable opinion of the Division Head has

performed unsatisfactorily or breached an obligation of the Consultant under this Agreement or has

otherwise acted improperly. The City shall not pay any fee or compensation whatsoever in respect

of the time required by the replacement for any such Personnel to gain familiarity with the Project.

(g) to be solely responsible for the payment of all its Personnel employed or engaged for the purpose

of assisting in or undertaking any of its obligations under this Agreement;

(h) to adhere to the Project time schedule and any amendments thereto approved in writing by the

Division Head; and

(i) to comply with and conform to all statutes, laws, by-laws, regulations, requirements, ordinances,

notices, rulings, orders, directives and policies (including the City policies referenced in the RFP)

of the municipal, provincial and federal governments and any other lawful authority and all court

orders, judgments and declarations of a court of competent jurisdiction (collectively referred to as

the “Laws”), applicable to the Services to be provided by, and the undertakings and obligations of,

the Consultant under this Agreement.

(2) The Consultant represents and warrants that its Personnel and, where applicable, the respective

workforce of each are fully qualified to perform the Services and the obligations under this Agreement

and hold all requisite licences, rights and other authorizations required by any Laws with respect thereto

and all powers, capacities and authorities under its governing legislation. Where required by any Laws,

the Personnel shall be duly licensed in performing the Services to the satisfaction of the Division Head.

(3) The Consultant shall ensure that all its Personnel comply with the terms of this Agreement and, in

particular without limiting the foregoing, the responsibilities of the Consultant with respect to matters

concerning safety, compliance with all Laws and the conduct of the Services.

(4) The Consultant shall co-ordinate the services of all its Personnel in a manner acceptable to the Division

Head. The Consultant shall ensure that its Personnel at all times work in a professional, co-operative

and collegial manner with City staff and the City’s other consultants. It shall be the Consultant's

responsibility to control and check the Services of all of its Personnel and to ascertain that all Services

are performed in accordance with this Agreement.

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(5) The Consultant, in providing the Services, shall and is deemed to be an independent contractor and

not the agent or employee of the City.

(6) No subcontracting of any part of the Services or this Agreement by the Consultant shall relieve the

Consultant of any responsibility for the full performance of all of its obligations under this Agreement.

Notwithstanding the approval of any of its Personnel by the City, the Consultant shall be fully

responsible for every such Personnel’s activities, works, Services and acts or omissions. Without

limiting the generality of any other provision of this Agreement, the Consultant shall be solely

responsible and liable to the City for all its costs, losses or damages arising from errors or omissions

or non-compliance with this Agreement of or by the Consultant’s Personnel or any of them. The

Consultant’s responsibility and liability as set out in this Agreement shall survive the termination or

expiry of this Agreement.

3. PAYMENT

(1) The City will pay the Consultant for the Services performed by the Consultant pursuant to this Agreement,

in the amounts and manner, and at the times, set forth in Schedule "B" Fees and Expenses hereto

attached.

(2) The Consultant shall, even if the rate of payment set forth in Schedule "B" hereto attached is based on

an hourly, daily or other time-based rate, perform all of the Services notwithstanding that the value of the

time spent by the Consultant in performance thereof exceeds the maximum amount specified in the

Schedule, on the basis that neither such rate nor any provision of this Agreement shall relieve the

Consultant from performing all the Services or all its undertakings and obligations under this Agreement.

(3) The Consultant agrees to keep and maintain accurate and complete records and accounts related to any

costs payable by the City under this Agreement. All such records, including timesheets, correspondence,

receipts and memoranda pertaining to the Services shall be available for inspection by any authorized

employee or agent of the City at all reasonable times for the purpose of auditing the Consultant's costs

and the Consultant shall provide every reasonable assistance for that purpose. Such records shall be

kept for a period of 12 months after completion of all of the Consultant’s services in respect to the Project

or termination of this Agreement, whichever occurs last.

(4) At the request of the Division Head, the Consultant shall submit to the City, when claiming reimbursement

of expenses, except where the RFP does not require disbursements to be itemized and claimed on an

individual basis, detailed expense sheets, copies of receipts, and/or per diem documentation, invoices,

vehicle travel records and all such documents and materials in respect of such expenses.

(5) Upon completion of all Services pursuant to this Agreement, the Consultant shall submit to the Division

Head a statutory declaration attached as Schedule SD-FINAL (Final Payment) to this Agreement,

completed by a senior professional engineer (or, where professional engineering services are not

performed, a senior professional regulated by a professional body in respect to the Services performed),

who is a fully authorized representative of the Consultant, detailing the Services, or part thereof, for which

payment is being claimed, itemizing all disbursements claimed at the time of such submission and

certifying that such Services have been performed and disbursements claimed in accordance with the

provisions of this Agreement. The details of the performance of the Services, or part thereof, to be

contained in the statutory declaration shall be satisfactory to the Division Head.

(6) At the time of submission of the final statement or within a reasonable time thereafter, the Consultant shall

submit to the Division Head the certificate of an auditor duly licensed under the Public Accounting Act,

2004, S.O. 2004 c.8 to the effect that in his/her opinion the charges set forth in such final statement

(exclusive of any Services to be paid on a fixed fee basis) are properly chargeable under this Agreement.

Audit reports must be in the format prescribed by The Canadian Institute of Chartered Accountants

(CICA). Reports which are not in accordance with current CICA guidelines will not be accepted. The City

reserves the right to conduct an audit of the records of the Consultant at the option of the Division Head.

In the event that the Services are scheduled to extend or, while not scheduled to do so, do extend beyond

a period of two years, audit reports satisfactory to the Division Head shall be required at the end of the

second year of Services and on the last day in each subsequent year in which Services are performed;

provided, however, that in the final year of Services, the audit report shall be provided within 60 days of

the last day of performance of the Services.

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4. CONSTRUCTION ACT

(1) For the purposes of this section, “supply of services”, “improvement” and “holdback” shall have the same

meaning, respectively, as defined by the Construction Act R.S.O. 1990, c. C.30.

(2) Where any part of the Services constitutes a supply of services upon or in respect to an improvement,

the City shall retain a holdback as required by the Construction Act from each sum otherwise payable to

the Consultant under this Agreement with respect to those Services. The holdback shall be retained, held

and released by the City in accordance with the Construction Act. Unless otherwise specified in the RFP

or this Agreement, no letter of credit or demand-worded holdback repayment bond will be accepted by

the City for the purposes of the Construction Act

5. RIGHT OF OWNERSHIP/CONFIDENTIAL INFORMATION

(1) Any item, including tangible and intangible property, created, prepared or purchased by the Consultant or

any person on its behalf in connection with the Services or this Agreement and charged to the City’s

account, including all original written materials, programs, card decks, tapes, disks, listings, books,

reports, drawings, maps plans, and all other documents, items, materials and information,

(a) is and shall be deemed and shall remain the sole and absolute property of the City, including all

copyright therein and rights of use and reproduction, without the payment of any additional

compensation by the City to the Consultant; and

(b) shall be delivered to the Division Head upon completion of the Services or other termination of this

Agreement, whichever occurs first, or as otherwise directed by the Division Head.

(2) All proprietary rights in, connected with or arising out of, the ideas, concepts, know-how, techniques,

computer data or programming developed by the Consultant or the Consultant’s Personnel, or by the

Consultant or the Consultant’s Personnel and the City and its personnel jointly, during the course of this

Agreement relating to the Services provided under this Agreement shall be the sole and absolute property

of the City and shall be treated as trade secrets to which the City alone is entitled, with the concomitant

duty of confidentiality and non-disclosure. The Consultant shall obtain all necessary assignments of

copyright and waivers of moral rights in all Services and related goods to be delivered to the City in

accordance with this Agreement and shall provide satisfactory proof thereof to the Division Head upon

request.

(3) The Consultant acknowledges that any item, document or other matter which is the property of the City,

or in which the City has proprietary rights, pursuant to subsections (1), (2) and (3) of this section and the

information contained therein are the property of the City having been developed in confidence for the

City for its own and sole use.

(4) Any documents, data or other information obtained from the City or prepared by the Consultant for the

City shall be disclosed only to those of the Consultant's employees, agents or subcontractors who have

a "need to know" for purposes of assisting the Consultant in the performance of the Services.

(5) The Consultant shall not use, disclose, disseminate or reproduce or in any way making known to third

parties or to the public any Confidential Information of the City communicated to or acquired by the

Consultant in the course of carrying out the Services, except:

(a) as may be strictly required for the purposes of carrying out the Services, or

(b) as expressly permitted in advance by the City in writing, or

(c) as may be required by law to be disclosed pursuant to a court or tribunal order or other legal

compulsion and, if so compelled, the Consultant shall only furnish the portion of the City Confidential

Information that it is legally required to furnish. Where the Consultant is required by law to disclose

any such documents, data or information, the Consultant shall promptly notify the Division Head upon

such legal requirement being imposed to permit the City an opportunity to seek an order or other

remedy to prohibit or restrict such disclosure.

(6) The Consultant shall deliver to the Division Head, upon completion of the Services, any computer data or

program used by the Consultant in performing the Services and paid for by the City, subject to any third

party proprietary rights with respect to any computer data or program used by the Consultant but which

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was developed by a third party with resources unrelated to this Agreement which may be purchased or

licensed directly by the City, at the City’s option.

(7) The Consultant shall return forthwith and without demand all Confidential Information of the City as may

be in documentary form or recorded electronically or otherwise upon the termination of its Services.

(8) Any reports or other documentation delivered to the City by the Consultant shall become the property of

the City and may be subject to disclosure under the terms of the Municipal Freedom of Information and

Protection of Privacy Act, R.S.O. 1990, c.M.56 (the “MFIPPA”). While the City is not responsible for the

interpretation of any of the provisions of MFIPPA, if the Consultant believes that any part of the reports or

other documentation delivered to the City reveals any trade secret, intellectual property right or any

scientific, technical, commercial, financial or other similar information belonging to the Consultant and the

Consultant wishes the City to attempt to preserve the confidentiality of the trade secret, intellectual

property right or information, the trade secret, intellectual property right or information must be clearly and

specifically designated as confidential.

6. INSURANCE [Note: Specimen Certificate & Policy Coverages to be set out in RFP]

(1) The Consultant agrees to purchase and maintain in force, at its own expense, the policies of insurance and coverages set out in the RFP for the duration of this Agreement, except in the case of professional liability (errors and omissions) insurance which shall be maintained for a period ending no sooner than two (2) years after the termination of this Agreement or the completion of the Project, whichever occurs last. Such insurance shall be in accordance with the requirements of the RFP and be provided by an insurer licensed to carry on the business of an insurer in Ontario and acceptable to the City. The Consultant shall provide the City with certificates of insurance as proof of such coverage, in a form acceptable to the City in accordance with the RFP, originally signed by the insurer or its authorized agent and delivered to the City prior to the execution of this Agreement and the commencement of the Consultant’s Services.

(2) Prior to the execution of this Agreement and the commencement of the Consultant’s Services, the Consultant shall also provide the City with proof of professional liability insurance maintained by any subcontractor engaged by the Consultant in relation to the Services, where such subcontractor is under a professional obligation to maintain the same, in a form and with an insurer acceptable to the City.

(3) The City reserves the right to require the Consultant to purchase additional insurance coverage or alter existing insurance coverage as the City’s Manager of Insurance & Risk Management may reasonably require. The City agrees to pay the reasonable incremental cost to the Consultant of such additional insurance or any increase in existing coverages, where applicable. Provided, however, the City’s obligation to pay any incremental cost shall not include any costs attributable to risk factors unrelated to the increase of coverage requested by the City, including the Consultant’s claims history, or any costs that exceed generally available market prices for such coverages available to consultants providing like services. The Consultant shall obtain the prices for such coverage changes and provide same to the City.

(4) Any premiums due on any insurance policy under this section but not paid by the Consultant may be paid directly to the insurer(s) or broker(s) by the City, which shall be entitled to deduct the amount of same along with its reasonable costs in so doing from any monies otherwise due to the Consultant by the City either under this Agreement or otherwise.

(5) To ensure there is no gap in coverage, the Consultant shall provide original signed Certificates evidencing renewals or replacements to the City prior to the expiration date of the original policies, without notice or request by the City.

(6) The Consultant agrees that insurance policies may be subject to reasonable deductible amounts, which deductible amounts shall be borne by the Consultant. The certificates of insurance must include details of the insurance coverage, exclusions, deductibles and any conditions of coverage.

(7) The Consultant shall bear all costs, expenses, losses and damages of its own and those of the City which may arise as a result of the Consultant failing to or delaying in promptly complying with this section.

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7. WORKPLACE SAFETY AND INSURANCE ACT

The Consultant shall be in good standing with the Workplace Safety and Insurance Board (“WSIB”) throughout the term of this agreement. If requested by the Division Head or his/her designate, the Consultant shall produce certificates issued by the WSIB to the effect that they have paid in full their assessment based on a true statement of the amount of payrolls. If the Consultant is considered by WSIB to be an independent operator without coverage, the Consultant shall provide a letter to that effect from the WSIB.

8. INDEMNITIES

(1) The Consultant shall indemnify and save harmless the Indemnitees from and against any and all Claims resulting from:

(a) any breach, violation or non-performance by or on behalf of the Consultant of any covenant, obligation or agreement of the Consultant contained in this Agreement, including any express or implied warranty;

(b) any negligent acts, errors or omissions or wilful misconduct by or on behalf of the Consultant relating to the Services to be provided under this Agreement;

(c) any acts performed by or on behalf of the Consultant beyond the authority of the Consultant hereby conferred, whether negligent or otherwise;

(d) any inaccuracy in or breach of any of the representations or warranties of the Consultant contained in this Agreement;

(e) any preserved or perfected lien under the Construction Act filed or made on account of the Services performed under this Agreement, provided that such liens are not the direct result of the default in payment by the City to the Consultant of amounts properly due under this Agreement. The Consultant shall cause any such lien or claim which may be filed or made to be released, vacated or otherwise discharged within 5 days of obtaining notice of the lien or claim or from receipt by the Consultant of written notice from the City. If the Consultant fails to release, vacate or discharge any such lien or claim, then the City may, but is not obligated to, obtain a discharge or release of the lien or claim or otherwise deal with the lien or claim, and the Consultant shall pay all reasonable costs and expenses, including reasonable legal fees, incurred by the City in so doing;

(f) any infringement or alleged infringement of any patent, trade secret, service mark, trade name, copyright, official mark, moral right, trademark, industrial design or other proprietary rights conferred by contract, common law, statute or otherwise in respect to the Services or any matter provided to the City or performed by the Consultant, or anyone else for whom at law it is responsible.

(2) The Consultant shall pay all reasonable costs, expenses and legal fees that may be incurred or paid by the Indemnitees in connection with any Claim with respect to a matter for which the Consultant is obligated to indemnify the Indemnitees pursuant to this section, provided that the indemnity obligations of the Consultant under this section shall not extend to loss or damage attributable to the negligence or wilful misconduct of any Indemnitee to the extent that such Indemnitee’s negligence or wilful misconduct caused the loss or damage.

(3) In the event any Claim is asserted in respect to which an Indemnitee is entitled to indemnification under this section, and without prejudice to any other right or remedy the City may have, the City shall be entitled to deduct or withhold a reasonable sum on account of such Claim, including reasonable legal costs, from monies owed or payable by the City to the Consultant under this Agreement pending the final determination or settlement of any such Claim. In the event (i) the Consultant is, becomes, or is deemed to be bankrupt or an insolvent person pursuant to the Bankruptcy and Insolvency Act (Canada); (ii) the Consultant makes a general assignment for the benefit of creditors; or (iii) a receiver or interim-receiver is appointed with respect to some or all of the Consultant’s business, assets, or property, then the City shall be entitled, without prejudice to any other right or remedy the City may have, to further deduct or withhold a reasonable sum on account of such Claim, including reasonable legal costs, from any monies owed or payable by the City to the Consultant under the Project or any other agreement or account. The provisions of this subsection shall not apply in the event that such Claim is otherwise fully provided for under any insurance provided by the Consultant to or for the benefit of the City.

(4) This section shall survive the expiration or earlier termination of this Agreement.

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9. DEFAULT & TERMINATION

(1) The following shall constitute, without limitation, Acts or Events of Default (“Default”) by the Consultant:

(a) where the Consultant fails or neglects to commence the Services within ten (10) Working Days of a formal direction by the Division Head to commence;

(b) where the Consultant fails or neglects to proceed, once commenced, with the provision of Services diligently and at a rate of progress that, in the reasonable opinion of the Division Head, will ensure entire completion of the Services within the time provided for in the Agreement or where the City reasonably determines that the Consultant has abandoned its duties with respect to this Agreement;

(c) where the Consultant fails or neglects to complete the Services within the time limit(s) under this Agreement;

(d) where the Consultant has made any material misrepresentation in respect to this Agreement or any part thereof;

(e) where the Consultant fails to comply with and maintain in good standing any insurance policies and coverages, securities, professional certificates, permits, licences or approvals required by this Agreement or commits any acts or omissions that, in the opinion of the Division Head, jeopardizes or may jeopardize these policies, securities, certificates, permits, licences or approvals;

(f) where the Consultant fails or refuses to correct, rectify or remedy any unsatisfactory or defective Services, when so ordered by the City in writing, or fails to prosecute the Services with the required skill and diligence;

(g) where the Consultant fails to comply with any Law applicable to the Services;

(h) where the Consultant subcontracts the whole or any part of this Agreement or the Services or makes an assignment of this Agreement or the Services thereunder or any part thereof, without the prior written consent of the City;

(i) where a lien arises with respect to the Services undertaken by the Consultant under the Agreement and remains unpaid by the Consultant after demand to pay therefore, unless vacated or discharged and released by payment into a court of competent jurisdiction or otherwise, within Five (5) Working Days of such demand, save and except a valid and proper lien of the Consultant registered against the property affected by the Agreement;

(j) where any of the goods, chattels or effects of the Consultant shall at any time during the Term be seized or taken in execution of attachment; or if a writ of execution shall be issued against the goods, chattels or effects of the Consultant; or if the Consultant shall make any assignment for the benefit of creditors; or if the Consultant shall be adjudged bankrupt or insolvent, commit any act of bankruptcy or insolvency or make any proposal under or take advantage of any of the provisions of any act or statutes whatsoever that may be in force regarding bankrupt or insolvent debtors or debtors who are not able to or do not pay their debts promptly and in full; or if a receiving order or winding up order shall be made against or in respect of the Consultant; or if any actions or proceedings shall be taken to wind up, dissolve or liquidate the Consultant or its assets by, against or in respect of the Consultant; or where a resolution is passed or any other act undertaken for the winding up of the Consultant; or a receiver, manager or trustee is appointed in respect of the business or assets of the Consultant, or any part of thereof, by a court of competent jurisdiction, or under an agreement;

(k) where the Consultant ceases or threatens to cease to carry on its business, or where the Consultant makes or agrees to make a bulk sale of its assets; or defaults in payment of any indebtedness or liability to a chartered bank or other lending institution, whether secured or not; and

(l) where the Consultant fails to comply with or observe or perform, or breaches or violates, any material provision, term, covenant, warranty, condition and/or obligation of the Agreement.

(2) In the event that the Consultant has committed a Default or a Default has occurred, the Division Head may provide written notice (“Default Notice”) to the Consultant to the effect that if the Consultant does not completely remedy the Default to the satisfaction of the Division Head within Five (5) Working Days of delivery of the Default Notice or otherwise expressly granted in writing by the Division Head in his or her absolute discretion, then the Division Head may, in his/her sole discretion, on the behalf of the City: (a) suspend the performance of the Agreement by the Consultant and either perform the Services on

a temporary basis itself or engage another consultant to perform the Services on a temporary basis;

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(b) terminate the Agreement and/or the Services of the Consultant immediately by giving notice to that effect to the Consultant;

(c) cease all payments to the Consultant, save for the payment of those Services, if any, that have been furnished by the Consultant to the satisfaction of the Division Head up to the time of such termination and that have not yet been paid by the City (the Consultant shall have no claim of any kind otherwise against the City), subject to any rights or remedies the City may have against the Consultant;

(d) enforce any performance security provided by the Consultant or deduct or set-off from funds retained under such performance security or otherwise held, but such enforcement shall not preclude the City from recovering any further amounts or damages incurred by the City as a result of the Default by the Consultant;

(e) engage another consultant to complete the Project or may itself complete the Project, without further liability to the Consultant,

(f) where the City performs or engages another consultant to perform the Services, either on a temporary basis or otherwise, the City may employ such means as the Division Head may deem necessary or advisable to complete the Services to his/her satisfaction with such changes therein as in the Division Head's opinion are necessary or advisable by reason of the Consultant's Default,

or any combination of the foregoing.

(3) Notwithstanding subsection (2) of this section and without prejudice to or foregoing any other right, privilege or remedy of the City, in the event that any emergency services are necessitated as a result of the Default of the Consultant, such services may be undertaken immediately, without notice, by the City and all reasonable costs incurred by the City arising from such emergency or as a result of such emergency services shall be borne by the Consultant and payable forthwith upon written demand by the City, with particulars of the emergency and services necessitated thereby, and the City shall have no liability to the Consultant for any loss or damage or compensation whatsoever resulting from such action by the City.

(4) In addition to the rights and remedies in subsection (2) and (3) of this section, if the City terminates the Consultant’s Services in whole or part, as a result of a Default by the Consultant, the City may but is not obliged to: (a) take possession of and utilize any items, goods, material and equipment of the Consultant devoted

to that part of the Services terminated, within the Project site, which is intended to be utilized in the Services, subject to the secured rights of third parties;

(b) withhold further payments to the Consultant with respect to the Services or the portion of the Services withdrawn from the Consultant until the Services or portion thereof withdrawn are completed to the satisfaction of the Division Head;

(c) charge the Consultant the additional cost over the Consultant’s Proposal price for completing the Services or portion thereof withdrawn from the Consultant;

(d) charge the Consultant a reasonable allowance, as determined by the Division Head, to cover correction to the Services performed by the Consultant that may be required;

(e) charge the Consultant for any costs and damages the City may have sustained as a result of the Default; and

(f) charge the Consultant the amount by which the cost of corrections to the Services exceeds the allowance provided for such corrections,

or any combination of the foregoing.

(5) The Consultant's obligation under this Agreement as to quality, correction and warranty of the Services, performed prior to the time of termination of this Agreement or termination of the Consultant's right to continue with the Services in whole or in part, shall continue to be in force after such termination.

(6) In addition to the foregoing rights of the City, the Division Head may, at his or her sole option and upon providing not less than ten (10) Working Days’ prior written notice to the Consultant, elect to suspend the Services for up to ninety (90) calendar days or discontinue the Services and terminate this Agreement for any reason. In such an event, the Consultant shall have no claim, including for any loss or damages, against the City except for payment for such of the Services as have been satisfactorily performed by the Consultant to the satisfaction of the Division Head to the date of notice of the suspension or discontinuance of Services, subject to any rights or remedies the City may have against the Consultant. The Consultant shall immediately suspend or discontinue the Services, as the case may be, on the date and to the extent specified in the notice and place no further orders for materials

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or services for the terminated portion of the Services. In the event of a discontinuance of Services, termination shall become effective on such date as shall be stated in the City's notice.

(7) The rights and remedies provided in this section given to the City are distinct, separate and cumulative, may be exercised at any time and from time to time independently or in combination, are in addition to all other legal, equitable or statutory rights, privileges and remedies to which the City is otherwise entitled, as well as any other rights and remedies stipulated in this Agreement, and the exercising or taking of any one right or remedy shall not preclude the exercising or taking of any other rights or remedies.

10. NON-WAIVER

No condoning, excusing or overlooking by the City or any of its representatives of any Default by the Consultant at any time or times in respect of any provision contained in this Agreement shall operate as a waiver of the City's rights under this Agreement in respect of any continuing or subsequent Default or so as to defeat or affect in any way the rights of the City under this Agreement in respect of any such continuing or subsequent Default. No waiver shall be inferred from or implied by anything done or omitted by the City or any of its representatives and no waiver of any rights of the City shall be effective unless expressly provided in writing by an authorized representative of the City.

11. SET-OFF

In addition to any other remedies the City may have under this Agreement, the City shall have the right to set-off, withhold, retain or deduct from amounts due or owing by the City to the Consultant under the Project an amount sufficient to cover any monetary Claims or other amount due or owing from time to time, or portions thereof, by the Consultant to the City, including any amount owing to the City pursuant to the Consultant’s indemnification of the City under this Agreement.

12. OCCUPATIONAL HEALTH & SAFETY

(1) The Consultant shall comply with all federal, provincial or municipal occupational health and safety

legislative requirements, including, and without limitation, the Occupational Health and Safety Act, R.S.O., 1990 c.0.1 and all regulations thereunder, as amended from time to time (collectively the "OHSA").

(2) Nothing in this section shall be construed as making the City the "employer" (as defined in the OHSA) of any workers employed or engaged by the Consultant for the Services, either instead of or jointly with the Consultant.

(3) The Consultant agrees that it will ensure that all subcontractors engaged by it are qualified to perform

the Services and that the employees of subcontractors are trained in the health and safety hazards expected to be encountered in the Services.

(4) The Consultant acknowledges and represents that:

(a) The workers employed to carry out the Services have been provided with training in the hazards of the Services to be performed and possess the knowledge and skills to allow them to work safely;

(b) The Consultant has provided, and will provide during the course of this agreement, all

necessary personal protective equipment for the protection of workers;

(c) The Consultant’s supervisory employees are competent, as defined in the OHSA, and will carry out their duties in a diligent and responsible manner with due consideration for the health and safety of workers;

(d) The Consultant has in place an occupational health and safety policy in accordance with the

OHSA; and

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(e) The Consultant has a process in place to ensure that health and safety issues are identified and addressed and a process in place for reporting work-related injuries and illnesses.

(5) The Consultant shall provide, at the request of the Division Head or his/her designate, the following

as proof of the representations made in subsections 4(a) and 4(d) of this section:

(a) documentation regarding the training programs provided or to be provided during the Services (i.e. types of training, frequency of training and re-training); and

(b) the occupational health and safety policy.

(6) The Consultant shall immediately advise the Division Head or his/her designate in the event of any of

the following:

(a) A critical injury that arises out of Services that is the subject of this agreement; (b) An order(s) is issued to the Consultant by the Ministry of Labour arising out of the Services

that is the subject of this agreement; (c) A charge is laid or a conviction is entered arising out of the Services that is the subject of this

agreement, including but not limited to a charge or conviction under the OHSA, the Criminal Code, R.S.C 1985, c. C-46, as amended and the Workplace Safety and Insurance Act, 1997, S.O. 1997, c. 16, Sched. A, as amended.

(7) The Consultant shall be responsible for any delay in the progress of the Services as a result of any

violation or alleged violation of any federal, provincial or municipal health and safety requirement by the Consultant, it being understood that no such delay shall be a force majeure or uncontrollable circumstance for the purposes of extending the time for performance of the Services or entitling the Consultant to additional compensation, and the Consultant shall take all necessary steps to avoid delay in the final completion of the Services without additional cost to the City.

(8) The parties acknowledge and agree that employees of the City, including senior officers, have no authority to direct, and will not direct, how employees, workers or other persons employed or engaged by the Consultant do work or perform a task that is the subject of this agreement.

(9) The Consultant:

(a) must, immediately upon the execution of this Agreement and prior to commencement of the

Services, forward to the Division Head a copy of the Safety Data Sheets (the “SDS”) for each

hazardous material (as defined in the OHSA) to be used in the performance of the Services;

(b) shall not bring onto the work site any hazardous material, as defined in the OHSA, without first

obtaining the prior written authorization of the Division Head and maintaining at the Project site

a copy of the relevant SDS readily accessible to all workers, Consultant’s Personnel and City

personnel;

(c) shall not remove or interfere with any "designated substance" as defined by the OHSA, except in

full compliance with the OHSA and after notifying the Division Head; and

(d) shall, following discovery that any designated substance has been removed or interfered with

other than in compliance with subsection (c) of this section, forthwith report same to the Division

Head and ensure that no further non-compliant removal or interference occurs.

13. SCHEDULES

The following Schedules attached to this Agreement shall constitute an integral part of this Agreement and all expressions defined in this Agreement shall have the same meanings in such Schedules, unless expressly provided otherwise in such Schedules:

Schedule "A": Professional Consulting Services

Schedule "B": Fees and Expenses

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Schedule “SD-FINAL”: Statutory Declaration

Schedule “C”: Consultant’s Cost of Services Proposal

Schedule “D”: Clarification Letter(s) of the Consultant (if any)

The RFP, the Addenda (where applicable) and the Consultant’s Proposal are incorporated by reference into this Agreement as if they were set out in this Agreement in their entirety and form part of this Agreement, even if said documents are not physically attached hereto. The Consultant acknowledges receipt of such documents.

14. SUCCESSORS AND ASSIGNS

(1) This Agreement and all terms, covenants, conditions and provisions herein shall be binding upon and shall enure to the benefit of the City and the Consultant and their respective permitted assigns, successors and legal representatives.

(2) Except as expressly permitted in this Agreement, the Consultant shall not:

(a) assign, transfer or encumber in any manner or part this Agreement without the prior written consent of the City; or

(b) subcontract any Services under this Agreement or any part thereof to a third party or change any approved subcontractor without the prior written consent of the Division Head.

(3) No assignment or subcontracting shall, in any circumstances, relieve the Consultant of its responsibilities, obligations and liabilities under this Agreement.

15. AGREEMENT IN WRITING

No verbal arrangement or agreement relating to the Services will be of any force or effect unless it is in writing

and signed by duly authorized representative(s) of the City. The City shall not be bound by any oral

communication or representation whatsoever, including but not limited to any instruction, amendment or

clarification of this Agreement or any of the documents comprising this Agreement, or any representation,

information, advice, inference or suggestion, from any person (including but not limited to an elected official,

employee, agent, independent consultant or any other person acting on the behalf of or at the direction of

the City or other representative of the City) concerning this Agreement, any of the documents comprising

this Agreement, or any other matter concerning this Agreement. Where in this Agreement a reference is

made to the express written agreement, approval or consent of the City or the Division Head, it shall be

understood that the City or Division Head shall not be deemed or construed to have agreed to any

stipulation, specification, exclusion, limitation or other term or condition that deviates from a provision set

out in this Agreement, unless that deviation is expressly confirmed in a written and express amendment to

this Agreement.

No officer, employee, representative or agent of the City is authorized to orally alter any portion of this

Agreement. The City shall not be bound by any written representation whatsoever concerning this

Agreement unless executed by the person designated and authorized in accordance with this Agreement

or in accordance with a direction or authorization of City Council. The Consultant releases and waives all

claims whatsoever in negligence, in equity or otherwise with respect to any oral or unauthorized

representations or communications.

16. ENTIRE AGREEMENT

The documents comprising this Agreement are complementary and what is required by any part thereof

shall be considered as being required by the whole. This Agreement, as may be amended from time to time

by the written agreement of the parties in accordance with the terms herein, contains the entire agreement

between the parties hereto with respect to the subject matters hereof. It is agreed that there is no

representation, warranty, collateral contract or condition affecting this Agreement except as expressed in

it. No amendment, modification or supplement to this Agreement shall be valid or binding unless set out in

writing and executed by the parties hereto.

17. GOVERNING LAW

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This Agreement shall be governed by, subject to and construed in accordance with the laws of the Province of Ontario and the laws of Canada, as applicable to the matters herein. Any action or other legal proceeding arising under or with respect to this Agreement (including any motion or other interlocutory proceeding) shall be brought in a Court or a tribunal, whichever may be applicable, sitting in Toronto, Ontario. In the event that there is no applicable Court or tribunal sitting in Toronto, the proceeding shall be brought in the court (or other forum) of competent jurisdiction nearest to the City of Toronto within the Province of Ontario. The Consultant and the City each irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in accordance with the foregoing.

18. SURVIVAL

In addition to any obligations set forth in this Agreement that by their nature survive the completion of the

Services or termination of this Agreement, those obligations set out in ss. 2(1)(g) and 2(6) [liability for and

payment of Consultant’s Personnel], ss. 3(3) [retention of records], s. 5 [Rights of Ownership/Confidential

Information], s. 6 [Insurance], ss. 7(2) [Workers’ Compensation Claims], s. 8 [Indemnities], s. 9

[Default/Termination], s. 11 [Set-Off], ss. 12(7) [OHSA indemnity], s. 14 [Successors and Assigns], s. 15

[Agreement in Writing] and s. 17 [Governing Law], s. 22 [Conflict of Interest] or otherwise expressly intended

to survive shall continue to bind the Consultant notwithstanding the completion of all or part of the Services

and payment therefore in accordance with this Agreement or the termination of this Agreement.

19. SEVERANCE WHERE PROVISION ILLEGAL, ETC.

If any provision of this Agreement or the application thereof to any person or circumstances is found to be invalid, unenforceable or void by any court or tribunal of competent jurisdiction, such provision shall be deemed severable and all other provisions of this Agreement shall be deemed to be separate and independent therefrom and continue in full force and effect unless and until similarly found invalid, void or unenforceable. The remaining provisions of this Agreement and its application to any person or circumstances shall not be affected thereby, but this severance provision shall apply only insofar as the effect of that severance is not to change the fundamental nature of the obligations assumed respectively by the City and Consultant.

20. FURTHER ASSURANCES

The Consultant agrees that it will do all such acts and execute all such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of all such acts and the execution of all such further documents (including waivers of moral rights) as are within its power to cause the doing or execution of, as the City may from time to time reasonably request, in writing, and as may be necessary or desirable to give full effect to this Agreement.

21. NOTICES

Any demand or notice to be given pursuant to this Agreement shall be duly and properly made and given if

made in writing and delivered to the party for whom it is intended at the address as set out below, either

personally, by facsimile or by means of prepaid registered mail addressed to such party as follows:

(1) in the case of the City:

City of Toronto

[ENTER Division Head]

[ENTER Division Head’s Address]

Attention: [ENTER contact person]

(2) in the case of the Consultant: [ENTER Consultant’s name and address] Attention: [ENTER contact person]

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or to such other addresses as one party may from time to time notify the other party in writing, and any demand

or notice so made or given shall be deemed to have been duly and properly given and received on the day

on which it was personally delivered or, if delivered by facsimile, shall be deemed to be delivered as of the

next Business Day following the date of transmission (provided a confirmation of transmission receipt is

issued) or, if mailed, then, in the absence of any interruption in postal service in the City of Toronto affecting

the delivery or handling thereof, on the day following three (3) full Business Days following the date of mailing.

22. CONFLICT OF INTEREST:

(1) The Consultant shall: (a) avoid any Conflict of Interest in the performance of its contractual

obligations; (b) disclose to the City without delay any actual or potential Conflict of Interest that arises

during the performance of its contractual obligations; and (c) comply with any requirements

prescribed by the City to resolve any Conflict of Interest. In addition to all other contractual rights or

rights available at law or in equity, the City may immediately terminate the Contract upon giving notice

to the Consultant where: (a) the Consultant fails to disclose an actual or potential Conflict of Interest;

(b) the Consultant fails to comply with any requirements prescribed by the City to resolve a Conflict of

Interest; or (c) the Consultant’s Conflict of Interest cannot be resolved.

(2) The Division Head shall have the right to decide in consultation with the City Solicitor whether such

interest constitutes a Conflict of Interest such that the City shall have the right to terminate the

services being provided by the Consultant pursuant to this Agreement.

(3) The absence of any disclosure of interest under this provision shall be treated as a representation

and warranty by the Consultant that no such potential Conflict of Interest exists.

(4) The Consultant shall not hire any current or former officer or employee of the City to perform any

services covered by this Agreement, unless approved by the City.

(5) This Article shall survive any termination or expiry of the Contract.

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IN WITNESS WHEREOF the City and the Consultant have hereunto affixed their respective corporate seals attested to by the hands of their proper officers in that behalf duly authorized.

SIGNED, SEALED AND DELIVERED ) CITY OF TORONTO ) in the presence of: ) ) ) ) ) City Clerk [delete where not required] ) (c/s) ) ) _____________________________ ) [ENTER - Division Head’s Title] ) )

) [enter Consultant’s Full Legal Name] ) ) ) ______________________________ ) Name: ) Title: ) (c/s) ) ) ______________________________ ) Name: ) Title: ) ) I/We have authority to bind the Corporation.

Approved As To Form

………………………………………… Confirmed by Division Head:

----------------- ----- Alternate Wording #1 -----

Authorized by Division Head pursuant to Municipal Code Chapters 71 and 195.

------ Alternate Wording # 2 ------

Authorized by Minute No. [ENTER #] of the Bid Award Panel on

the ______ day of ______________.

------ Alternate Wording # 3 ------

Authorized by name of standing Committee, Item No. [ENTER #], as adopted by City of Toronto Council on

the ______ day of ________________________.

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SCHEDULE “A”

PROFESSIONAL CONSULTING SERVICES

Subject to the provisions of this Agreement, the Consultant shall provide the Services more particularly

described in this Schedule for the Project, ensuring that the project approach, staffing, organization,

methodology and schedule are in accordance with the RFP and the Consultant's Proposal. Services:

[USE where Services all in one Agreement]

The Consultant shall provide and undertake the following Services for the Project:

[insert Brief Description of Services to be performed under this Agreement – See following examples:]

Preliminary Design and Detailed Design for the Project [DELETE if not applicable]

Services during construction including office and site supervision services, testing and commissioning [DELETE if not applicable]

Post-Construction Services for the Project [DELETE if not applicable]

including those Services identified in:

Section 2 Appendices A.1-A.4, Appendix A.7 and Appendix A.8 , and Appendices A.11-A.14, of the RFP; and [INSERT applicable Appendices for the Services]

the Consultant’s Technical Proposal. For further clarity, Optional Items included in the Consultant’s Proposal shall not be included in the Services unless identified as a Provisional Item in this Schedule.

and, without limiting the foregoing, those related professional services and responsibilities otherwise detailed in the RFP and this Agreement in the nature of a general or specific responsibility of the Consultant related to the Project.

[USE for Preliminary and Detailed Design Services Agreement]

The Consultant shall provide and undertake the following Services for the Project:

Preliminary Design and Detailed Design for the Project

including those Services identified in:

Section 2, Appendices A.1-A.4, Appendix A.7 and Appendix A.8, and Appendices A.11-A.14 of the RFP; and [INSERT correct Section & Appendix references from RFP]

the Consultant’s Technical Proposal. For further clarity, Optional Items included in the Consultant’s Proposal shall not be included in the Services unless identified as a Provisional Item in this Schedule.

and, without limiting the foregoing, those related professional services and responsibilities

otherwise detailed in the RFP and this Agreement in the nature of a general or specific

responsibility of the Consultant related to the Project, save and except services during construction

(including site supervision services, testing and commissioning) and post-construction service set

out in sections 2.8, 2.9 and 2.10 and Appendix A.9 and Appendix A.10, of the RFP which are

subject to two further separate agreements (which may include a purchase order for post-

construction services). [INSERT correct Section & Appendix references from RFP]

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[USE for Services during Construction Agreement]

The Consultant shall provide and undertake the following Services for the Project:

Services during construction including site supervision services, testing and commissioning

including those Services identified in:

Section 2, Appendices A.1-A.4, Appendix A.9 and and Appendices A.11-A.14, of the RFP; and [INSERT correct Section & Appendix references from RFP]

the Consultant’s Technical Proposal. For further clarity, Optional Items included in the Consultant’s Proposal shall not be included in the Services unless identified as a Provisional Item in this Schedule.

and, without limiting the foregoing, those related professional services and responsibilities

otherwise detailed in the RFP and this Agreement in the nature of a general or specific

responsibility of the Consultant related to the Project, save and except preliminary design and

detailed design services and post-construction services set out in sections 2.6, 2.7 and 2.10 and

Appendix A.7 and Appendix A.8 of the RFP which are subject to two separate agreements (which

may include a purchase order for post-construction services). [INSERT correct Section & Appendix

references from RFP]

[Provisional Items clause - DELETE where inapplicable]

Provisional Items:

In addition to the foregoing, the Consultant shall provide the following Provisional Items set out in the Consultant’s Proposal, if and when required by the Division Head:

[INSERT, as applicable]

[INSERT, as applicable]

[INSERT, as applicable]

Throughout the Project, the Consultant shall work collaboratively with the City staff. The Consultant shall ensure that sufficient time and resources are allocated to allow for City’s input into decision-making processes, that the City’s concerns are adequately addressed and that all Services are coordinated with the other active associated projects as required. The Consultant shall provide any Additional Services, if and as may be required by the City, upon the prior written authorization to proceed with such Additional Services from the Division Head. The fees and expenses for any such Additional Services are subject to the approval of the Division Head, in his/her sole discretion, and, if approved, shall be paid under the contingency allowance (where applicable) provided for in Schedule "B" - Fees and Expenses to this Agreement.

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SCHEDULE “B”

FEES AND EXPENSES

1. Notwithstanding anything to the contrary in this Agreement, the total fees and disbursements (including overhead and all taxes) for all Services to be provided by the Consultant under this Agreement, including any authorized Provisional Items and Additional Services, shall not exceed a maximum price of $000,000.00 (the “Maximum Agreement Price”).

2. The Consultant’s fees and disbursements are set out in its Cost of Services Proposal attached as Schedule C, as modified by any Clarification Letter(s).

[where the Services to be performed by the Consultant under this Agreement are not separately set out in the Consultant’s Cost of Services Proposal (i.e. separately for design/construction/post-construction) OR where CLARIFICATIONS have altered the amounts in the Consultant’s Cost of Services Proposal or Mathematical ERRORS need to be corrected INSERT revised Cost of Services table below and DELETE above sentence]

2. The Consultant’s fees and disbursements are comprised of the following:

Service Deliverables Cost

A. BASE SERVICE DELIVERABLES :

[INSERT Type of Service – e.g. Preliminary Design] $000,000.00 [INSERT Type of Service – e.g. Detailed Design] $000,000.00

Disbursements $000,000.00

BASE DELIVERABLES SUB-TOTAL: $000,000.00

B. PROVISIONAL ITEMS: (WHERE APPLICABLE AND AUTHORIZED) [INSERT Item] $000,000.00 [INSERT Item] $000,000.00 [INSERT Item] $000,000.00

PROVISIONAL ITEMS SUB-TOTAL: $000,000.00

C. CONTINGENCY ALLOWANCE FOR ADDITIONAL SERVICES: (WHERE APPLICABLE AND AUTHORIZED) $000,000.00

Maximum Agreement Price for Services (exclusive of GST) $000,000.00

GST @ 5% $00,000.00

Maximum Agreement Price for Services (inclusive of GST) $000,000.00

3. An amount of $000,000.00 (inclusive of all fees, disbursements and taxes) is reserved as an allowance

for Provisional Items, where authorized by the Division Head. [DELETE where not applicable]

4. An amount of $000,000.00 (inclusive of all fees, disbursements and taxes) is reserved as a contingency

allowance for Additional Services which may arise during the course of the Project, where authorized by

the Division Head. [DELETE where not applicable]

5. The initial estimated cost of Service deliverables or tasks may be adjusted during the Agreement by

mutual agreement between the City and the Consultant, provided that the total cost of Services under this

Agreement is not greater than the Maximum Agreement Price.

6. Provisional Items and Additional Services shall only be provided on an “as and when requested” basis.

The City shall not be responsible for the payment of any Provisional Item or Additional Services unless

those services have been authorized and assigned to the Consultant by prior written approval of the

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Division Head. If and upon being authorized, the Consultant shall proceed forthwith to supply the

Provisional Item(s) or Additional Service(s), as the case may be, in accordance with: (i) the provisions of

this Agreement; (ii) the terms of such authorization; and (iii) in the case of Provisional Items, the price set

out in the Consultant’s Proposal; or in the case of Additional Services, the applicable unit rates or prices

or lump sum amount set out in the Consultant’s Proposal or otherwise agreed to in writing by the

Consultant and the Division Head, as the case may be.

7. If any Services under this Agreement are included by the Consultant in a progress claim as partially or

fully completed, but are not completed in accordance with this Agreement, the City may withhold from

payment the total amount payable, or a part thereof, for those Services until they are completed or

corrected to the full satisfaction of the Division Head, and the Division Head shall notify the Consultant

in writing of its action and the reason for same.

8. The City shall pay the Consultant on a monthly basis, within forty-five (45) days of the City’s receipt of the

Consultant's invoice properly prepared to show details of the portion of the Services accomplished and

the hours expended by the Consultant's Personnel to carry out the Services covered by the said invoice.

9. All or part of the aforementioned amounts are to be paid by the Consultant on a timely basis to any other

firm and/or personnel which assists the Consultant in performing part or all of the Services, and the

Consultant shall advise the Division Head when such payments by the Consultant have all occurred. It

is agreed and understood that the City will not pay any firm and/or personnel other than the Consultant

for the Services and that it is the Consultant's responsibility to pay all the other firms and personnel.

10. The Consultant's fees and disbursements shall be in accordance with the Consultant's Cost of Services

Proposal [REPLACE “the Consultant’s Cost of Services Proposal” with “section 2 of this Schedule” where

replacement has been made in section 2] and shall not exceed the specified Maximum Agreement Price with respect to the Services under this Agreement. Subject to section 7 [Confirm correct section reference] (Cost of Services) of the RFP, the payment for Services and authorized Additional Services shall be paid in accordance with the following:

(a) Time of Principals, Senior Officers, Specialists

For time-based services, Personnel specifically identified in the Consultant’s Proposal attached hereto shall be billed at the all-inclusive hourly or per diem flat rates indicated therein or this Schedule “B”, as the case may be; otherwise billing rates for this class of personnel shall be submitted for review and shall be subject to prior approval of the Division Head.

(b) Time of other Staff For time-based services, staff or personnel classifications specifically identified in the Proposal attached hereto shall be billed at the hourly or per diem flat rates indicated therein.

Billing rates for staff or classifications other than those identified in the Proposal shall be submitted for review and shall be subject to prior approval of the Division Head.

(c) Disbursements A lump sum limit for any and all anticipated disbursements required in connection with any part of the Services shall be provided as identified in the RFP.

Payments for disbursements will be pro-rated based on the value of the Services performed during a billable period.

SCHEDULE “SD-FINAL”

STATUTORY DECLARATION BY THE CONSULTANT RE: FINAL PAYMENT

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PROVINCE OF ONTARIO ) IN THE MATTER OF ) the consulting agreement entered into ) between the City of Toronto ) and ___________________________________ ) dated ___________________ (the “Agreement”) ) and an Invoice dated ___________________ (the “Invoice”) ) To Wit:

I, ____________________________________ of the ____________________________________ (Name) (City, Town, etc.)

in the ____________________________________ (Regional Municipality, City, etc.)

do solemnly declare that:

[modify to appropriate professional type, where no engineering services are being provided under agreement]

1. I am a senior professional engineer employed by ______________________________________ (Consultant’s full legal name)

(the “Consultant”). I have personal knowledge of the facts herein set forth and, as a duly authorized representative of the Consultant, have the authority to certify as follows.

2. Attached hereto and marked as Exhibit A to this my declaration are true copies of statements of the

Consultant as part of the Invoice addressed to the City of Toronto setting forth in detail the services performed and the disbursements incurred by the Consultant during the period from the ____ day of _________________, 20___ to the ____ day of _________________, 20___, and for which payment is requested. I do hereby certify that such services were performed and such disbursements were properly incurred by the Consultant pursuant to and in accordance with the provisions of the Agreement.

3. The Consultant has completed all Services (as defined in the Agreement) to be performed by the Consultant.

AND I make this solemn declaration conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.

DECLARED before me at the ) ) _________________ of _____________________, ) ) in the Province of Ontario, ) ) this day of _________________, 200___. ) ________________________________ ) ) ) _______________________________ ) A Commissioner, etc.

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SCHEDULE “C”

CONSULTANT’S COST OF SERVICES PROPOSAL

[ATTACH Cost of Services Proposal for the Services applicable to this Agreement - e.g. Cost of Services Proposal for Design Services/ Cost of Services Proposal for Construction Services - where Services are not all within 1 agreement]

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SCHEDULE “D”

CONSULTANT’S CLARIFICATION LETTER(S)

[REMOVE Schedule “D” where there are no clarifications]

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Please email to Ansel Salim at Ansel.Salim@Toronto.ca

NOTICE OF "NO BID"

RFQ#: 9917-18-7738

CLOSING DEADLINE:

January 23, 2019

IMPORTANT - PLEASE READ THIS It is important to the City to receive a reply from all Bidders. There is no obligation to submit a Bid; however, should you choose not to bid, completion of this form will assist the City in determining the type of goods or services you are interested in bidding on in the future in order to ascertain a better understanding of why a Quotation was not provided to the City to consider.

INSTRUCTIONS: If you are unable, or do not wish to quote on this RFQ, please complete the following portions of this form. State your reason for not bidding by checking applicable box(es) or by explaining briefly in the space provided. It is not necessary to return any other quotation documents. Return the completed form by email or fax to the Official Point of Contact prior to the Closing Deadline.

Company Name:

Address:

Signature of Company Representative:

Position:

Date: Telephone :

1. We do not manufacture/supply this commodity

6. We do not manufacture/supply to this

specification

2. Unable to quote competitively 7. Cannot handle due to present plant loading

3. Quantity/job too large 8. Quantity/job too small

4. Cannot meet delivery/completion requirements

9. Licensing restrictions

5. Agreements with distributors/dealers do not permit us to sell direct

10. Conditions too restrictive

Yes No

Do you wish to quote on these goods/services in the future?

Please take the opportunity to tell us how we can improve upon this call:

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