REQUEST FOR PROPOSAL VOLB15-01 PREPARATION OF AN

Page 1

REQUEST FOR PROPOSAL VOLB15-01

PREPARATION OF AN INFRASTRUCTURE MASTER PLAN FOR THE VILLAGE OF LIONS BAY

REQUESTED BY:

The Village of Lions Bay 400 Centre Road

Lions Bay, BC V0N 2E0

ISSUED ON: MAY 15, 2015

Page 2

Table of Contents

INFORMATION FOR PROPONENTS 4

OVERVIEW 4 CLOSING DATE, TIME, AND DELIVERY REQUIREMENTS 4 COMMUNICATIONS & ENQUIRIES 5 ADDENDA 5 AMENDMENTS TO & WITHDRAWALS OF PROPOSALS 6 AMENDMENT TO PROPOSALS: 6 WITHDRAWAL OF PROPOSALS: 6 TERMS, GENERAL CONDITIONS, & VILLAGE’S RESERVED RIGHTS 6 ACCEPTANCE OF PROPOSALS: 6 IRREVOCABILITY: 7 OWNERSHIP OF PROPOSALS: 7 LIABILITY FOR ERRORS: 7 DEFINITION OF CONTRACT: 7 NO LOBBYING: 7 SUBCONTRACTING: 8 CLAIMS OR POSSIBLE CLAIMS: 9 COLLUSION: 9 CREDIT & REFERENCE CHECK: 9 COST OF PROPOSAL: 9

TERMINOLOGY 10

OVERVIEW 11

BACKGROUND AND OBJECTIVES 12

BACKGROUND 12 BUDGET, RFP SCHEDULE, & PROJECT DEADLINE 12 PREVIOUS STUDIES AND DOCUMENTS 13 OBJECTIVES & PURPOSE 13

SCOPE & DELIVERABLES 15

GENERAL REQUIREMENTS 15 WATER SYSTEM 15 DELIVERABLES 16

Page 3

DRAINAGE SYSTEM 17 DELIVERABLES 18 SANITARY SYSTEM 19 DELIVERABLES 19 ROADS & BRIDGES 20 DELIVERABLES 21

CONTENTS OF PROPOSAL 23

CORPORATE QUALIFICATIONS & EXPERIENCE 23 EXPERIENCE, DEPTH, & BREADTH OF PROJECT TEAM 23 APPROACH & METHODOLOGY 23 QUALITY ASSURANCE & CONTROL 24 SCHEDULE OF WORK 24 COST/PROPOSED FEE FOR PROJECT 24 HOURLY PROJECT TEAM MEMBER RATES 24

PROPOSAL EVALUATION 25

EVALUATION CRITERIA 25

AWARD 26

RIGHT TO NEGOTIATE 26 FAILURE TO EXECUTE AN AGREEMENT 26 REPORTING & COMMUNICATION 27 PUBLICITY 27 INSURANCE 27 REGULATION & LEGISLATION COMPLIANCE 28 FORCE MAJEURE 28 DEFAULT BY CONSULTANT 29 INDEMNIFICATION 29

INFORMATION FOR PROPONENTS

Page 4


1. OVERVIEW

The Village of Lions Bay is seeking proposals from qualified and innovative engineering infrastructure planning consultants to provide professional services to review existing reports and documents, undertake a Village-wide infrastructure gap analysis, and various modeling scenarios, and create an integrated Infrastructure Master Plan on behalf of the Village. This plan will optimize and extend the lifespan of current assets, identify required capacity for both existing and proposed infrastructure, and provide a prioritized action plan for strategic future infrastructure investment for the next 5, 10, and 20 years (the planning horizon), with particular emphasis given to the next 5 years. Proponents shall familiarize themselves with all aspects of the work required for this RFP. Further information regarding the scope of work is contained in the Scope Section of this document. A non-mandatory site visit for Proponents to familiarize themselves with the Village of Lions Bay has been scheduled for 9:00am on Thursday, May 21, 2015.

2. CLOSING DATE, TIME, AND DELIVERY REQUIREMENTS

Three (3) hard copies of the Proposal along with one (1) electronic version on DVD or flash drive, and a cover letter signed by a person authorized to legally bind the Proponent to the statements made in the Response to this RFP shall be enclosed in a sealed envelope clearly marked with VoLB15-01 addressed to the Manager, Public Works and Services, and delivered to the Village of Lions Bay, 400 Centre Road, Lions Bay, BC, V0N 2E0 by:

3:00PM LOCAL TIME – Thursday, June 11, 2015 Proposals will NOT be opened in Public

Please note the following:

• It is the sole responsibility of the Proponent to ensure they allow themselves enough time to submit their Proposal to the Village prior to the closing time and date; and all costs to prepare the Proposal shall be borne solely by the Proponent.


Page 5

• Late bids will NOT be accepted and will be returned unopened to the Bidder. The wall clock in the offices of the Village of Lions Bay determines the official closing time for this RFP.

• Facsimile (fax) or e-mail proposals for this RFP will NOT be accepted. • Delivery of the RFP by a courier service shall be the responsibility of the Proponent

and will be rejected if the envelope/package is delivered to a location other than which is stated in the document and the envelope/package fails to be delivered to the Village prior to the closing date and time.

3. COMMUNICATIONS & ENQUIRIES

All technical enquiries with regard to this RFP are to be directed in writing by email to the following contact person and department. Information obtained from any other source is not official and should not be relied upon as factual or accurate. All enquiries and responses will be recorded and will be distributed directly to all Proponents via the BC Bid website.

RFP VoLB15-01 Enquiries Village of Lions Bay – Public Works and Services Department

Email: [email protected]

Any and all enquires and questions are to be submitted in writing via email prior to 3:00pm on Thursday, June 4, 2015. The Village reserves the right to not answer any enquiries that are submitted after 3:00pm on Thursday, June 4, 2015.

4. ADDENDA

All addenda, amendments, or further information with regard to this RFP will be published on the BC Bid website. Each addendum will be incorporated into and become part of the RFP. No amendment of any kind to the RFP is effective unless it is contained in a written addendum issued by the Village’s Manager of Public Works and Services. It is the sole responsibility of the Proponent to monitor the BC Bid website regularly to check for updates.

mailto:[email protected]


Page 6

5. AMENDMENTS TO & WITHDRAWALS OF PROPOSALS

5.1. Amendment to Proposals:

Proposals may be amended in writing and delivered to the closing location prior to the closing time and date. Amendments must be signed by the Proponent’s authorized signatory and either hand-delivered or emailed to the RFP’s contact address or email.

5.2. Withdrawal of Proposals:

Proposals may be withdrawn by the Proponent at any time prior to the RFP closing time and date by submitting a written withdrawal letter either hand-delivered or emailed to the RFP’s contact address or email.

6. TERMS, GENERAL CONDITIONS, & VILLAGE’S RESERVED RIGHTS

6.1. Acceptance of Proposals:

• The Village of Lions Bay reserves the right to accept any response to this RFP which it deems to be in its own interest and/or to reject all Responses. Responses that are incomplete, conditional or obscure or which contain additions not called for, erasures or alterations or irregularities of any kind may be rejected. Proposals will be assessed in light of the evaluation criteria, and the Village reserves the right to accept or reject any Proposal in its sole and unfettered discretion without further explanation.

• Proposals must be completed with due care. All proposals must conform to the instructions contained herein. If a Proposal does not conform in every way, even in ways that may seem innocuous to the Proponent, the Proposal may be rejected and not considered by the Village.

• By submitting a Proposal, the Proponent agrees to all the terms and conditions of this RFP, acknowledges that it has read this RFP, understands it, and agrees to be bound by its requirements.

• Neither acceptance of a Proposal nor execution of a Contract will constitute approval of any activity or development contemplated in any proposal that requires any approval, permit, or license pursuant to any Federal, Provincial, or Municipal statute, regulation, or bylaw.


Page 7

6.2. Irrevocability:

Subject to the Proponent’s right to withdraw a Proposal prior to the closing date and time, all Proposals shall be irrevocable for a period of (60) business days from the closing date of the RFP.

6.3. Ownership of Proposals:

All Proposals, including any attachments and documentation, submitted to and accepted by the Village in response to this RFP become the property of the Village. They will be received and held in confidence by the Village, subject to the provisions of the Freedom of Information and Protection of Privacy Act (FOIPPA). The final Infrastructure Master Plan produced will become the property of the Village and may be modified or copied by the Village.

6.4. Liability for Errors:

The Village has made considerable efforts to ensure an accurate representation of information in this RFP, however the information contained in the RFP is supplied solely as a guideline for Proponents. The information is not guaranteed or warranted to be accurate by the Village, nor is it necessarily comprehensive, exhaustive, or up-to-date. Nothing contained in this RFP is intended to relieve Proponents from forming their own opinions and conclusions with respect to the matters addressed in this RFP.

6.5. Definition of Contract:

Notice in writing to a Proponent of the acceptance of its Proposal by the Village and the subsequent full execution of the written Contract will constitute a Contract for the goods and services, and no Proponent will acquire any legal or equitable rights or privileges relative to the goods and services until the occurrence of both such events.

6.6. No Lobbying:

Proponents, Proponent team members including key individuals, and their respective directors, officers, employees, consultants, agents, advisors and representatives will not engage in any form of political or other lobbying whatsoever in relation to the Project, this RFP, or the competitive selection process, including for the purpose of influencing the outcome of the competitive selection process. Further, no such person (other than as


Page 8

expressly contemplated in the RFP) will attempt to communicate in relation to the Project, this RFP, or the competitive selection process, directly or indirectly, with any representative of the Village, or any member of the Village Council or Committees for the purpose of:

• Commenting on, or attempting to influence views on, the merits of the Proponent’s Proposal, or in any relation to proposals of any proponents;

• Influencing, or attempting to influence, the evaluation and ranking of the Proposals, the selection of the Consultant, or any negotiations with the Consultant;

• Promoting the Proponent or its interests in the Project; • Commenting on or criticizing aspects of this RFP, the competitive selection process,

the Project, including in a manner which may give the Proponent a competitive or other advantage over other proponents; and

• Criticizing the proposals of other Proponents.

6.7. Subcontracting:

The successful Proponent (“Consultant”) shall not assign or subcontract any part of this agreement without prior written consent of the Village. No permitted assignment or subcontract shall relieve the Consultant from its obligations arising from the RFP or impose any liability upon the Village to any assignee or subcontractor. The Consultant shall at all times be held fully responsible for any and all acts and omissions of the assignee’s or subcontractor’s directors, officers, independent contractors, employees, subcontractors, shareholders, agencies, partners, and volunteers.

The Village shall not permit the Consultant to subcontract to any entity or individual whose current or past corporate or other interests may, in the Village’s opinion, give rise to a conflict of interest in connection with the project to be undertaken or the services to be provided pursuant to this RFP. This includes, but is not limited to, any entity or individual involved in the preparation of the Proponent’s proposal.

Further, in addition to or in lieu of any other remedies that the Village has in law or in equity, the Village of Lions Bay shall have the right to terminate the agreement in the event that the Village, in its sole discretion, determines that the selected Consultant has contravened the prohibition set forth in the preceding paragraph.


Page 9

6.8. Claims or Possible Claims:

The Village will preclude a Proponent from responding if such Proponent has made a formal demand or otherwise put the Village on notice for a pending action or is involved in any actual litigation proceedings (excepting only construction liens, proceedings, or notices) by or against or otherwise involving the Village, until a final decision is rendered and for a period of three (3) years thereafter.

6.9. Collusion:

A reasonable suspicion or collusion between two or more Proponents shall be sufficient cause for the rejection of all Proposals so affected.

6.10. Credit & Reference Check:

The Village shall be entitled to verify the Proponent’s references and credit and financial situation at any time during the RFP process.

6.11. Cost of Proposal:

The Proponent shall assume all costs related to the preparation and drafting of their Proposals and the Village shall, under no circumstances, be liable to compensate respondents for such costs.

TERMINOLOGY

Page 10

7. TERMINOLOGY

Throughout this RFP, the following terminology is used:

“Consultant” means the successful proponent to the RFP who enters into a written contract with the Village of Lions Bay

“Contract” means the written agreement resulting from the RFP, executed by the Village of Lions Bay and the Consultant

“Force Majeure” means causes that are beyond a party’s control, and which are unavoidable by the exercise of reasonable foresight

“Must” means a mandatory requirement to be met in order for a Proposal to receive consideration

“OCP” or “Official Community Plan” refers to the most recent consolidated version of the Village of Lions Bay’s Official Community Plan

“Proponent” means an individual or company that submits, or intends to submit, a proposal in response to this RFP

“Proposal” means the proponent’s submission in response to this RFP

“RFP” means this Request for Proposal

“Shall” means a mandatory requirement to be met in order for a Proposal to receive consideration

“Should” means a desirable requirement that has a significant degree of importance to the objectives of the RFP

“Village” means the Village of Lions Bay

“Work” means any labour, efforts, and/or duty required to accomplish the purpose of this project

OVERVIEW

Page 11

8. OVERVIEW

The Village of Lions Bay is seeking the development of an overall and integrated infrastructure master plan to describe, quantify, and assess the Village’s current and future infrastructure network and policy. Through this RFP, the Village is seeking proposals from qualified and innovative Consultants with municipal expertise in water, drainage, sanitary, and roads infrastructure planning and project execution, public consultation, and data analysis and modeling to undertake the Work described within this document for completion by November 12, 2015.

BACKGROUND AND OBJECTIVES

Page 12

9. BACKGROUND AND OBJECTIVES

9.1. BACKGROUND Incorporated on January 2, 1971, the Village of Lions Bay is one of the smallest municipalities in British Columbia, with 529 residences, a cafe and post office, a volunteer fire department, and a population of approximately 1,348. The Village is located in the northwest corner of the Metro Vancouver Regional District, bordering on Howe Sound, about 11 kilometers north of Horseshoe Bay with the Sea to Sky Highway running through the Village. The Village’s vision is to become a leader among municipalities in creating a sustainable community for future generations.

The Village has a consolidated annual budget of approximately $2.2M, funded almost entirely by residential taxes. As such, the Village relies heavily on grant funding from senior levels of government to plan, build, and replace its aging infrastructure. It is imperative that the Consultant recognizes the Village’s financial situation when making recommendations for future capital projects. It should further be noted that the Village expects that the Consultant will research potential grant funding as part of the financial modeling done for recommended capital projects associated with the plan.

9.2. BUDGET, RFP SCHEDULE, & PROJECT DEADLINE The total available budget for the Infrastructure Master Plan is $150,000 excluding GST.

The schedule for this RFP shall be as follows:

• RFP issued: May 15, 2015

• Deadline for written questions: June 4, 2015

• Deadline for issuing addenda: June 8, 2015

• RFP closing: June 11, 2015

It is anticipated that proposals will be evaluated and the project awarded by July 8, 2015. The successful proponent (“Consultant”) shall be required to commence work immediately upon award.

Time is of the essence for this project, and the Consultant shall be required to complete and submit the Infrastructure Master Plan as expeditiously as is reasonable and practicable. The Consultant shall be required to complete the project by no later than November 12, 2015.


Page 13

9.3. PREVIOUS STUDIES AND DOCUMENTS The Village has a number of plans and documents commissioned in the past from various engineering firms with regard to the Village’s water and sanitary systems. As such, a number of projects identified in these reports have been completed, however these reports are now outdated. There are few, if any, plans and/or documents pertaining to the Village’s drainage system or roads. Documents available to the Consultant include the following:

• 2014 Draft Village of Lions Bay Land Use Master Plan (Rob Barrs & Assoc) • 2014 Channel Assessments: Magnesia, Upper Bayview and Harvey Creeks

(Cordilleran) • 2014 Rock Chamber Slide, Harvey Creek (Cordilleran) • 2013 Upper Bayview Road Debris Flow Hazard and Risk Assessment Update (BCG) • 2012 Alberta/Harvey Creek face Landslide Hazard Assessment (Cordilleran) • 2012 Lions Trail Slide Risk Assessment (Cordilleran) • 2011 Geotechnical Review and Recommendations - Section of Road at top of

Oceanview Drive (AB Good) • 2011 Terrain Stability Assessment beyond Oceanview Road (Cordilleran) • 2010 Village of Lions Bay Official Community Plan • 2008 Water Treatment Upgrades Pre-Design Study – Final Report (EarthTech) • 2008 Preliminary Geotechnical Assessment Oceanview Road Storm Water Swale

(Golder Associates) • 2008 Water Loss Survey Final Report (Hetek) • 2006 Water Master Plan (EarthTech) • 2005 Reservoir Assessment Final Report (EarthTech) • 2005 Infrastructure Assessment Report WWTP and PRV Stations (EarthTech) • 2005 Reservoir Assessment Final Report (EarthTech) • 2005 Water Quality Monitoring Report (EarthTech) • 2005 Infrastructure Plan Update Memo (EarthTech) • 2004 Alberta Creek Visual Bridge Inspection (EarthTech)

9.4. OBJECTIVES & PURPOSE The purpose of this RFP is the provision of an integrated document and master plan for the expansion of existing Village infrastructure and recommendations for innovative and cost-effective upgrades and improvements required for both the present and future Village needs.


Page 14

The integrated Village Infrastructure Master Plan, therefore, shall provide the following:

• A documented review and condition assessment of the Village’s existing water, sanitary, drainage, and road infrastructure

• A study of the impacts of current and future demand on the existing water, sanitary, drainage, and road infrastructure; and how these systems integrate and affect each other via applicable modeling

• A recommendation of prioritized necessary upgrades to meet current and future demands, with particular emphasis given to the next 5 years

• An implementation strategy and cost estimates for the proposed upgrades in a phased approach

• A financial model to help the Village understand the implications of the proposed capital expenditures on the long-term financial sustainability of the Village

This Infrastructure Master Plan will thereby assist the Village to:

• Address the Village’s needs and requirement for the continuous provision of a safe, effective, and efficient water supply that can be easily and cost-effectively maintained

• Address the Village’s needs and requirement for the continuous provision of a safe, effective, environmentally-friendly and efficient drainage system that can be easily and cost-effectively maintained

• Address the Village’s needs and requirement for the continuous provision of a safe, effective, and efficient sanitary system that can be easily and cost-effectively maintained

• Address the Village’s needs and requirement for the continuous provision of a safe and efficient road and bridge network, with optimal maintenance and rehabilitation schedules

• Develop long and short term capital budgets for infrastructure replacement in a prioritized and fiscally responsible manner

SCOPE & DELIVERABLES

Page 15

10. SCOPE & DELIVERABLES

10.1. GENERAL REQUIREMENTS The successful Consultant will possess the requisite technical skills to deal with the complex matters to be addressed in the Infrastructure Master Plan process and will also possess the social skills required to work closely and collaboratively with Village staff and employees, the public, agencies, and stakeholders in a professional manner. In addition to technical qualifications and considerable municipal infrastructure planning experience, the Consultant must exhibit such skills as timeliness, diplomacy, flexibility, tact, strong communication ability (both verbal and written), and an understanding and respect for both municipal culture, and the people who work within it.

The integrated Infrastructure Master Plan must result in a reasoned and rational infrastructure improvement program that can be followed confidently year over year to achieve clear objectives identified through the crafting of this plan. The end result shall be specific to Lions Bay and completely devoid of generic and non-essential material that does not serve to provide relevant and factual information about Village-specific infrastructure.

10.2. WATER SYSTEM Intakes located on Harvey Creek and Magnesia Creek provide 100% of the drinking water and fire protection supply for the 529 homes and 1,348 residents of the Village of Lions Bay. Water availability increases and decreases with creek flows; and the watershed areas for the intakes are contained by steep, rocky, unstable terrain upslope on one side, and steep flowing creeks subject to debris torrents on the other. The Village is particularly interested in creative and sustainable strategic options for the water system due to the instability of, and risks associated with, its supply.

Village water consumption rates far exceed Metro Vancouver’s averages, and increase sharply in warm weather due to a combination of extensive irrigation of large parcels, a lack of water metering, and the conspicuous absence of conservation effort historically undertaken by the Village. The Village is currently addressing the lack of conservation measures in place, and will be introducing an outdoor water use bylaw in the near future.

The Consultant shall examine and review the Village’s actual water system infrastructure and associated existing reports and studies, and create a water model to examine potential future upgrades, revisions to, and/or expansion of the system. The review shall include


Page 16

analysis on the capacity, resiliency, and growth potential of the existing system to determine any deficiencies and to identify capital projects required to accommodate addressing deficiencies or expansion/revision of the system. The review shall also include climate change impacts on the Village’s water infrastructure, with a particular emphasis on effects of a decreased water supply on the system.

10.2.1. Deliverables The deliverables for the water-specific portion of the Infrastructure Master Plan include:

• A review of all previous water studies, master plans, documents, and records as a starting point and background from which to move forward.

• An assessment of current and probable future drinking water quality regulations that will affect the operation and maintenance of the water system through the planning horizon. Identify improvements that will be required to meet water quality requirements and estimate capital costs as well as annual operational and maintenance costs associated with these improvements.

• An analysis of the Village’s water rights and permits in conjunction with the operational characteristics and patterns of the respective sources, determination of potential allowable value-added operational scenarios based on available rights (such as micro-hydro opportunities or similar) and identification of any problematic constraints.

• An evaluation of the feasibility, return on investment, and impacts on existing infrastructure and staffing levels of potential alternatives to the current system, including potential capture and interconnection of water supply from both creeks prior to entering a designated treatment plant (utilizing the other treatment plant for system redundancy and emergency), and any other innovative infrastructure upgrades or revisions that the Consultant deems relevant to the Village’s unique situation.

• An evaluation of whether water metering would provide value to the Village, for both a reduction of high water usage and as an integral part of a cross-connection control program.

• Recommendation of integrated systems to improve data collection, monitoring, and control of the water system, including improvements to the Village’s antiquated SCADA system.


Page 17

• Development and calibration of a complete Village water system model of the existing system with sufficient detail to identify hydraulic constraints, and to predict pipe flows, fire flows, static and dynamic system pressures, and reservoir tank levels. Project annual and seasonal, average and peak water supply demands for the Village in each zone and in total through each year of the planning horizon. Project the future roughness coefficients and other distribution system variables affecting model calculations that will change with age through the planning horizon and program future scenarios into the model taking into account these changes in system parameters. Run the model for average and peak operating demands for both existing and future scenarios, and identify any areas of deficient flow and pressure in the system. Program and execute same for fire flow scenarios.

• Identification of any current or projected future deficiencies in water supply capacity and/or emergency storage requirements for the Village and potential future phased expansion of the system, including required works and system improvements required for each phase.

• An economic/financial analysis through the planning horizon, taking into the consideration the estimated costs and timing of the capital projects identified, the Village’s existing available operation and maintenance funds, projected user-base assessable, interest earning/losses and time-value of money, and forecast required increases in water system user fees to fully fund the proposed capital and maintenance programs.

• A summarized list of recommended projects, based on criticality, of both current and potential future phased expansion, including cost estimates in 2015 dollars, with particular emphasis given to the next 5 years.

• A summary of the study findings and recommendations shall be included in the final copy of the plan, in addition to drawings that clearly show present upgrading requirements, future recommended projects, and future expansion projects overlaid on the existing water system.

• A copy of the water model and all documentation/data shall be submitted to the Village in digital format at the completion of the Infrastructure Master Plan.

10.3. DRAINAGE SYSTEM The Village’s geography, topography, and historical settlement pattern contribute to its vulnerability to storm water flooding. The Village’s current drainage system is more ad-hoc than integrated, and is comprised of a series of ditches, culverts, and catch basins that are


Page 18

not completely contiguous. The Consultant shall examine the Village’s existing system, evaluate capacity of same, and make recommendations for an integrated drainage system that will view storm water and naturally occurring groundwater as a resource; and consider the impacts of effective management on the Village as a whole. The Consultant shall recommend creative and sustainable methods and measures of managing storm and groundwater, bringing together environmental, land use, topographical, and engineering perspectives.

10.3.1. Deliverables The deliverables for the drainage-specific portion of the Infrastructure Master Plan include:

• Analysis of the existing asset condition of the drainage system, highlighting any deficiencies noted, including an illustrated drawing clearly noting said deficiencies.

• Evaluation of the capacities of existing infrastructure for both current and future requirements, and make recommendations for new infrastructure and/or improvements to existing infrastructure that will manage the Village’s storm, ground, and surface water in the most cost-effective and ecologically appropriate manner, and maximize the use of natural features to slow and potentially store water.

• Collection, review, and interpretation of climate and infiltration data for use in storm water and ground water analysis and to aid in the development of design guidelines for improvements; appropriate for the full range of events that will impact the overall system, including rainfall, snowmelt, and operational activities such as water main flushing.

• Development of a model for storm water and known surface/subsurface water connections utilizing hydrologic data where possible.

• Recommendations for required system upgrades for existing land use conditions, zoning build out and OCP build out.

• Potential future phased expansion of the system, identifying required works and system improvements required for each phase.


• A summary of the study findings and recommendations shall be included in the final copy of the plan, in addition to drawings that clearly show present upgrading


Page 19

requirements, future recommended projects, and future expansion projects overlaid on the existing drainage system (ditches, culverts, and catch basins).

• A copy of the drainage model and all documentation/data shall be submitted to the Village in digital format at the completion of the Infrastructure Master Plan.

10.4. SANITARY SYSTEM The Village’s sanitary system currently services 95 parcels in the Village, with the remainder of parcels utilizing private septic systems. The Consultant shall examine and review the Village’s actual sanitary system infrastructure and associated existing reports and studies, and create a sanitary model to examine potential future upgrades and/or expansion of the system. The review shall include analysis on the capacity, resiliency, and growth potential of the existing system to determine any deficiencies and to identify capital projects required to accommodate addressing deficiencies or expansion of the system. The review shall also include likely climate change impacts on the Village’s sanitary infrastructure, with a particular emphasis on effects of a decreased water supply on the system.

10.4.1. Deliverables The deliverables for the sanitary-specific portion of the Infrastructure Master Plan include:

• Analysis of the existing asset condition of the sanitary system, highlighting any deficiencies noted, including an illustrated drawing clearly noting said deficiencies.

• Analysis of the Village’s existing sanitary systems with peak flow rates to identify deficiencies and compile a list of infrastructure capital projects required to meet current system demands. All capital projects are to be compiled in the report and prioritized based on criticality with recommendations on timing and to include cost estimates in 2015 dollars. Criticalities of projects are to be assessed on probability of failure and consequence of failure.

• Review of flow monitoring results, historic treatment plant inflow records, infiltration studies, current flow criteria, population criteria, peaking factors, etc. to establish assumptions to calibrate the model. This will include confirming population equivalents, confirming peaking factor relationships, confirming hydraulic assumptions, and other similar activities.

• An assessment of current and probable future wastewater quality regulations that will affect the operation and maintenance of the sanitary system through the


Page 20

planning horizon. Identify improvements that will be required to meet wastewater quality requirements (such as UV treatment prior to outfall) and estimate capital costs as well as annual operational and maintenance costs associated with these improvements.

• Verification of total flow capacity of all existing pipes, existing flow capacity, and future capacity based on land use and potential expansion.

• Recommendations for required system upgrades for existing land use conditions, zoning build out and OCP build out.

• Potential future phased Village-wide expansion of the system, identifying required works and system improvements required for each phase.


• A summary of the study findings and recommendations shall be included in the final copy of the plan, in addition to drawings that clearly show present upgrading requirements, future recommended projects, and future expansion projects overlaid on the existing sanitary system.

• A copy of the sanitary model and all documentation/data shall be submitted to the Village in digital format at the completion of the Infrastructure Master Plan.

10.5. ROADS & BRIDGES The Village has approximately 11 km of paved roads in varying condition, which are steep, narrow, and windy, due to the Village’s unique topography. The Consultant shall examine and review the Village’s actual roads infrastructure, provide condition assessments of each road based on the Pavement Condition Index (PCI) methodology, and create a road model to determine future upgrades and rehabilitation projects based on the urgency of deficiencies noted and the timing of other municipal infrastructure replacement projects that will impact the roadway above. The Consultant shall undertake both a Ride Comfort Assessment (RCR) and assess road surface distress via a Distress Manifestation Index (DMI) to create an overall Village-wide PCI. It is anticipated that the PCI ratings will drive a series of recommendations for a rehabilitation and replacement strategy, along with associated prioritized capital projects to address deficiencies. The review shall also include the impacts and inter-relationship the current drainage system has on the Village’s roads infrastructure, with a particular emphasis on the impact of current road profiles and


Page 21

camber, the potential for infiltration through cracks, defects, and subsurface water, and the impacts of the Village’s geology and topography on the road network.

The Village owns 8 bridges that span over the various creeks that run though the Village, 6 single-span and 2 double-span. 7 of the bridges are concrete, and 1 is comprised of steel girders and timber decking. Village records do not indicate when these bridges were last inspected by an engineer or structurally assessed, with the exception of the single-span, steel girder and timber bridge, which had a brief visual inspection undertaken by an engineer in 2004 (not a structural assessment).

10.5.1. Deliverables The deliverables for the roads and bridges-specific portion of the Infrastructure Master Plan include:

Roads:

• Inspection, inventory, and assessment of the current condition of the roads system, including capacity and safety considerations in addition to actual pavement assessment, highlighting any deficiencies noted, including an illustrated drawing clearly noting said deficiencies overlaid on the existing road network.

• A detailed analysis and recommendations for an overall replacement and rehabilitation strategy for the Village, based on “best practice” methodologies for pavement management, including strategic timing of preventative maintenance and rehabilitation based on condition assessment, and pavement performance modeling to determine the incremental cost/benefit ratio of recommended projects.

• Develop the model in such a manner that both engineering and public works management principles can adjust each decision that the model generates, that performance projects are based upon performance curve families as opposed to a single curve, and that PCI projections span the planning horizon to enable multiple and variable annual budget inputs. The model must be capable of projecting and comparing the effect of any number of budget scenarios on future overall pavement condition, and must be able to handle separate funding sources and repair categories.

• An economic/financial analysis through the planning horizon, taking into consideration the estimated costs and timing of the capital projects identified, the Village’s existing available operation and maintenance funds, projected user-base


Page 22

assessable, interest earning/losses and time-value of money, and forecast required revenue increases to fully fund the proposed capital and maintenance programs.

• A summarized list of the recommended projects, clearly indicating what condition will be reached for a given level of funding, and what budget will be required to reach and/or maintain a given level of condition, in 2015 dollars, with particular emphasis given to the next 5 years.

• A summary of the study findings and recommendations shall be included in the final copy of the plan, in addition to drawings that clearly show present upgrading requirements and recommended projects overlaid on the existing roads network

• A copy of the RCR, DMI, and PCI and all documentation/data shall be submitted to the Village in digital format at the completion of the Infrastructure Master Plan.

• A copy of the roads model and all documentation/data shall be submitted to the Village in digital format at the completion of the Infrastructure Master Plan.

Bridges:

• Inspection and assessment of the current condition of the 8 Village-owned bridges utilizing clear and consistent nomenclature to identify each bridge, assess the extent of defects, and categorize the urgency of repairs and maintenance for each. Commentary contained within the assessment shall include overall condition, remaining useful life, recommended timeline for replacement of each, and a “order of magnitude” budget estimate of the current cost (in 2015 dollars) to replace each or repair/rehabilitate each to meet current standards.

• A summarized list of recommended repairs and/or rehabilitation projects, based on the importance and urgency noted in the bridge assessment, including cost estimates in 2015 dollars, with particular emphasis given to the next 5 years.

CONTENTS OF PROPOSAL

Page 23

11. CONTENTS OF PROPOSAL

At a minimum, and in addition to a statement indicating any past, existing, or potential conflict of interest, including with any business or landowner within the Village of Lions Bay, proposals shall include the following information:

11.1. CORPORATE QUALIFICATIONS & EXPERIENCE Proponents must include a brief summary of their company’s background, area of expertise, organization chart, and number of employees. Proponents shall list any subcontractors or sub-consultants they intend to use, and provide a similar summary. Proponents shall include at least three (3) project abstracts that clearly outline previous municipal projects with similar consulting service, analysis, modeling, and document preparation. The referenced projects shall be of a similar or greater cost and magnitude that have been successfully completed by their company within the past three (3) years. The project abstracts shall clearly note the project value, a comparison of budget versus actual costs incurred, project constraints, location, client names, and references.

11.2. EXPERIENCE, DEPTH, & BREADTH OF PROJECT TEAM Proponents shall provide the Curriculum Vitae (CV) of the Project Manager; and list all other project team members that would be directly involved in the project, indicating relevant experience, qualifications, credentials, and notable achievements in each area of the Work. Proponents shall provide a table clearly indicating what role and responsibility each team member will play, the anticipated hours of each, and the total role and project hours. The Village must be kept apprised of (and approve any) changes or substitution of key personnel for this project.

11.3. APPROACH & METHODOLOGY Proponents are to confirm their understanding of the scope of work and clearly define and describe how their proposed approach would meet those requirements, including the Project constraints, sequence and timing of milestones, the respective expertise involved, and their time allocation for each. The work plan should include a scheduling of activities and resources necessary to meet the project objectives, including the provision of a quality assurance and control plan that ensures senior technical review of relevant project activities.

CONTENTS OF PROPOSAL

Page 24

11.4. QUALITY ASSURANCE & CONTROL Strategic decisions will be based on the collected data and analysis results provided by the Consultant. Proponents shall provide a description of an internal quality assurance and control program designed to minimize potential sources of error that could affect the analysis and negatively impact decision-making processes on which recommendations to the Village are made.

11.5. SCHEDULE OF WORK Proponents shall indicate when work would commence and approximately how long it would take to complete the assignment. Proposed start dates, progress meeting dates, milestones, other key events, and major project deliverables shall be clearly identified on the project schedule. The schedule shall identify the critical path, delineate what resources will be required, and when they will be required. The proposed schedule must align with the RFP deliverable target dates. This portion of the proposal should be provided in Microsoft Project or a similar scheduling software format.

11.6. COST/PROPOSED FEE FOR PROJECT The total project cost is to be considered an upset limit, not to be exceeded unless approved in writing by the Village, and shall be inclusive of all Consultant salary costs, general and overhead expenses, and disbursements. Disbursements shall include the costs of printing and reproducing, drawings, reports, travel/accommodation costs, out of pocket expenses, and all other expenses.

11.7. HOURLY PROJECT TEAM MEMBER RATES As a supplement, a schedule of rates for all key personnel, technical staff, and support personnel must be included in the proposal.

PROPOSAL EVALUATION

Page 25

12. PROPOSAL EVALUATION

The Village, in its sole discretion, may disqualify any proposal before its evaluation is fully completed if it contains false information, reveals a conflict of interest, or if the proponent misrepresents any information provided within it. Proposals will be evaluated based on conformance with all aspects of the RFP; and proponents should include in their proposals any and all relevant information that would allow the Village to accurately assess their organization with regard to the evaluation criteria. The Village will make no assumptions on the behalf of the Proponent.

The Village shall consider each Proposal and, after such consideration, shall have the right to require any or all of the respondents to attend a presentation to clarify their Proposal. The Village reserves the right to contact references provided by the Proponent, and to utilize information acquired from references as part of its overall evaluation.

12.1. EVALUATION CRITERIA The Village of Lions Bay recognizes that “best value” is the essential component of this project, and therefore the Village will give careful consideration to both technical and cost factors in its selection criteria. Table 1 below identifies the key criteria that the Village has deemed relevant, and the point assignment of each.

Table 1

AWARD

Page 26

13. AWARD

It is not the intent of the Village to award this project to any Proponent that does not furnish satisfactory evidence of possessing the experience and ability in this class of requirement, and sufficient resources to ensure acceptable performance and completion of the Work. The Village reserves the right to reject any submitted proposal from any Proponent who, in its reasonable opinion, is deemed incapable of providing all necessary resources to perform the Work in a satisfactory manner.

This RFP is not a tender and does not commit the Village of Lions Bay in any way to select a Consultant. The Village reserves the right to reject any or all Proposals or to accept any Proposal should it be deemed in the best interest of the Village to so do. In addition, the Village may elect to reject any or all Proposals for the following reasons:

• All Proposals received are outside the available budget for this project • The Village decides to cancel the project

13.1. RIGHT TO NEGOTIATE After the contract has been awarded to the Consultant, the Village reserves the right to negotiate minor changes, amendments, or modifications to the Consultant’s Proposal, without offering the other Proponents the opportunity to amend their Proposals.

13.2. FAILURE TO EXECUTE AN AGREEMENT In addition to all other remedies, if a selected Consultant fails to execute an agreement within 30 calendar days of notice of project award, the Village may, in its sole and absolute discretion and without incurring any liability, rescind the selection of the Consultant. In the event of failure to execute as aforesaid, or in the event that the Consultant does not, in the opinion of the Village, comply with the specifications and terms of the Contract at any time throughout the duration of the Contract, or if the Village, in its sole and unfettered discretion determines that the service or product provided by the Consultant is unsatisfactory at any time during the term of the Contract, the Village reserves the right to immediately terminate the Contract in its entirety. Should the aforementioned occur, the Village further reserves the right to remove the Consultant from eligibility to submit future Proposals for an indeterminate period thereafter.

AWARD

Page 27

13.3. REPORTING & COMMUNICATION The successful Consultant shall report to Nikii Hoglund, M.B.A, C.P.P., Manager of Public Works and Services, who will oversee day-to-day coordination of this project. Approval will be required prior to the Consultant proceeding with subsequent components of the project or altering the work plan.

Please note: the Consultant will be required to work closely with the Village’s Infrastructure Committee to ensure that project objectives are achieved. Proposals should allow for the Consultant to facilitate, attend, and minute four (4) progress meetings with the Village, including an initial project start-up meeting. Subsequent meetings shall be at the 25%, 75%, and 95% completion stages (or as appropriate) to ensure the project is progressing as required. All meetings shall be held at the Village offices.

13.4. PUBLICITY The successful Consultant shall not make any news release concerning the RFP, submitted Proposal or awarding of same, or the resulting contract without the express written consent of the Village.

An award of contract to the successful Consultant does not constitute a general endorsement of the Proponent’s products or services, and the award of contract cannot be used by the Consultant to promote the sale of products or services without the express written approval of the Village.

13.5. INSURANCE The successful Consultant agrees to implement and submit proof of insurance upon award of the Contract. The insurance must be maintained for the duration of the Contract at the Consultant’s own cost and expense, in such amount, in such forms, and with insurers acceptable to the Village.

The Consultant must carry public liability and property damage insurance to the amount of not less than three million dollars ($3,000,000) per occurrence. The Village of Lions Bay must be added as an additional insured to such policy and such policy must contain a cross liability clause, a waiver of subrogation clause in favour of the Village of Lions Bay, and a thirty (30) day prior notice clause of any cancellation or material change in coverage, terms, and conditions. The Consultant must submit proof of this insurance prior to or at the time of signing the Contract.

AWARD

Page 28

The Consultant shall provide, upon award of Contract, professional liability insurance and policy limits carried by the organization, its associates, and/or sub-consultants for an amount of three million dollars ($3,000,000) per occurrence.

13.6. REGULATORY & LEGISLATIVE COMPLIANCE The successful Consultant shall ensure services and products provided in respect to the Work are in accordance with, and under the authorization of, all applicable authorities and municipal, provincial, and federal legislation and Acts. The Consultant will provide the Village with a copy of their current Certificate of Clearance from WorkSafe BC, prior to or at the time of signing the Contract; with copies of renewal confirmation provided every ninety (90) days.

The Consultant shall provide the Village, prior to the commencement of the Work, with a written copy of the Health and Safety Policy of their organization, along with any applicable procedures relevant to the Work. If the Consultant does not have written procedures relevant to the Work, the Consultant’s project team will be expected to abide by the Village’s safety procedures in accordance with the duties of employer’s provision of the Occupational Health and Safety Act.

By submitting a Proposal, the Proponent represents that it has the legal capacity to enter into a contract and is in compliance with all federal, provincial, and municipal laws and regulations applicable.

13.7. FORCE MAJEURE Neither party shall be responsible for any delay or failure to perform its obligations under this agreement by reason of force majeure. If either party is unable to perform any of its contractual obligations by reason of force majeure, including fire or other casualty, strike, order of a public authority, Act of God, or other cause beyond the reasonable control of such party, then such party shall be excused from such performance of the obligations for the duration of such cause.

In the event such inability to perform shall continue longer than 30 days, either party may terminate this agreement without further liability by giving written notice to the other party.

AWARD

Page 29

13.8. DEFAULT BY CONSULTANT In the event that the Consultant is found to be in non-compliance with the terms/requirements hereof or in supplying and delivering the services and/or goods in accordance with said terms/requirements, the Contract may be cancelled at the full discretion of the Village.

13.9. INDEMNIFICATION The Consultant shall indemnify and save harmless the Village, its employees, trustees, officers, council members, independent contractors, subcontractors, agents, volunteers, successors, and assigns from any and all losses, costs, and damages including, but not limited to: incidental, indirect, special and consequential damages, or any loss of use, revenue or profit by any person, organization or entity. Liabilities include, but are not limited to: any and all liability for damages to property and injury to persons (including death), judgments, claims, demands, causes of action, contracts, suits, actions or other proceedings of any kind. Any expenses including, but not limited to: legal fees for a solicitor which indemnified persons, entities or organizations may suffer or incur howsoever caused, arising out of or in connection with, in any way related to, or as a result of:

• Anything done or omitted to be done by the Consultant or the Consultant’s personnel with respect to their obligations under the contract or otherwise in connection with this RFP, including any breach by the respondent of its obligations under this contract or any breach by the Consultant representations, warranties and covenants set forth in the Consultant’s proposal; and

• Any alleged infringement or infringement of any patent, copyright, trade mark, trade secret, or other intellectual or industrial property right or contractual right or obligation of any third party by reason of the purchase, use, or possession of any of the services or deliverables under this contract.

P.O. Box 141 – 400 Centre Road Lions Bay, British Columbia, V0N 2E0

Tel: (604) 921-9333 Fax: (604) 921-6643

www.lionsbay.ca

RECEIPT CONFIRMATION FORM

By filling out and signing this page, the Proponent agrees to all the terms and conditions of this RFP, acknowledges that it has read this RFP, understands it, and agrees to be bound by its requirements. The Proponent further acknowledges that the Village will receive each Proposal with the understanding that the acceptance, in writing, by the Village to the Proponent to furnish all or any of the services and goods described therein, and the subsequent full execution of the written Contract, shall constitute a Contract between the Proponent and the Village of Lions Bay.

Company _________________________________________________________________________________________

Address _________________________________________________________________________________________

Contact name ________________________________________________________________________________________

Title _________________________________________________________________________________________

Office phone _________________________________________________________________________________________

Cell phone _________________________________________________________________________________________

Email _________________________________________________________________________________________

ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA

The proponent further acknowledges receipt of the following addenda, and that the Proposal pricing includes the provision set out in each addendum issued.

ADDENDUM NUMBER DATE RECEIVED

PROPONENT SIGNATURE DATE


Tel: (604) 921-9333 Fax: (604) 921-6643

www.lionsbay.ca

PROPONENT DECLARATION FORM

THE PROPONENT DECLARES THAT:

1. No Person(s), firm, or organization, other than the Proponent, has any personal interest in the RFP or in the award for which this RFP is made;

2. No member of Council or Committee, and no officer or employee of the Village is or will become interested directly or indirectly as a contracting party, partner, shareholder, surety or in any portion of the profits thereof, or in any of the monies to be derived, therefrom;

3. This RFP is made without any connection, comparison of figures, arrangements with, or

knowledge with any other organization, firm, or persons making an RFP for the same and is in all respects without collusion or fraud;

4. By signing this declaration, I confirm I have read and understood the contents and

requirements of this RFP document.

THIS ___________DAY OF ____________________ 2015

SIGNATURE OF WITNESS SIGNATURE OF PROPONENT

By my signature, I hereby confirm that I am a Principal, or have been duly authorized by the Principal or board, to sign on the behalf of the

Proponent


Tel: (604) 921-9333 Fax: (604) 921-6643

www.lionsbay.ca

BID FORM

I/We hereby submit the following bid for the preparation of the Infrastructure Master Plan for the Village of Lions Bay, as described in this RFP.

Total Project Price (excluding GST) $_______________________________________

GST $_______________________________________

Total Project Price (including GST) $_______________________________________

OFFERED ON BEHALF OF:

COMPANY: ________________________________________________________________________________

ADDRESS: ________________________________________________________________________________

NAME (PRINT): ________________________________________________________________________________

TITLE: ________________________________________________________________________________

PHONE: ________________________________________________________________________________

SIGNATURE DATE


Tel: (604) 921-9333 Fax: (604) 921-6643

www.lionsbay.ca

MANDATORY DOCUMENT CHECKLIST

Appendix A - Receipt Confirmation Form

Appendix B - Proponent Declaration Form

Appendix C - Bid Form

3 hard copies of the Proposal & 1 electronic version on DVD or flash drive

Proposal contains all information required and itemized on pages 23-24 of this RFP

Cover letter signed by a person authorized to legally bind Proponent

Statement indicating any past, existing, or potential conflict of interest

VILLAGE OF LIONS BAY CONSULTANT AGREEMENT

THIS AGREEMENT made the ______________day of____________________, 2015. BETWEEN:

_________________________________ (the “Consultant”)

OF THE FIRST PART

- and -

THE CORPORATION OF THE VILLAGE OF LIONS BAY

PO BOX 141, 400 CENTRE ROAD LIONS BAY, BC, V0N 2E0

(the “Village”)

OF THE SECOND PART WHEREAS the Village requested Proposals from interested proponents for the provision of consulting services for an Infrastructure Master Plan as described in Schedule A attached to this Agreement for the following Project:

PROVISION OF AN INFRASTRUCTURE MASTER PLAN AND WHEREAS the Consultant submitted a proposal, dated __________ 2015 attached to this Agreement as Schedule D; AND WHEREAS the Village wishes to retain the Consultant to deliver the Services as set out in this Agreement; AND WHEREAS the Consultant has represented to the Village that it has the skills and ability to deliver the Services to the Village in an effective and efficient manner; NOW THEREFORE in consideration of the mutual covenants herein contained and the provision of other good and valuable consideration (the receipt and adequacy of which is acknowledged) the Parties hereto agree as follows:

1. Definitions 1.1. “Additional Services” means services provided by the Consultant that are

outside of the scope of the original Agreement.

1.2. “Agreement” means this agreement to provide the Services to the Village and includes any amendments, supplements, schedules, exhibits or appendices attached.

1.3. “Business Day” means a day other than a Saturday, Sunday, or statutory holiday in British Columbia. A Business Day will end at 5:00p.m. on that day.

1.4. “Confidential Information” means any and all material and information whatsoever of the Village and/or representatives of the Village which has or will come into the possession or knowledge of the Consultant or any Consultant Personnel in connection with or as a result of the relationship of this Agreement including, without limitation, information concerning the Village’s past, present, and future clients, suppliers, and Business. For the purposes of this definition, “information” and “material” includes know-how, data, patents, copyrights, trade secrets, processes, techniques, programs, designs, formulae, marketing, advertising, financial, commercial, sales, or programming materials, written materials, agreements, draft agreements, requests for proposals, compositions, drawings, diagrams, computer programs, studies, work-in- progress, visual demonstrations, ideas, concepts, and other data, in oral, written, graphic, electronic, or any other form or medium whatsoever. Notwithstanding the foregoing, Confidential Information does not include the following information, unless such information is protected by the Freedom of Information and Protection of Privacy Act of British Columbia:

1.4.1. Information which is in the public domain when it is received by or becomes known to the Consultant or Consultant Personnel or which subsequently enters the public domain through no fault of the Consultant or Consultant Personnel (but only after it enters the public domain);

1.4.2. Information which is already known to or in the possession of the

Consultant or Consultant Personnel at the time of its disclosure to the Consultant or Consultant Personnel by the Village and/or representatives of the Village and is not the subject of an obligation of confidence of any kind;

1.4.3. Information which is received by the Consultant or Consultant

Personnel without an obligation of confidence of any kind from any person (other than the Village and/or representatives of the Village); and

1.4.4. Information which is disclosed by the Consultant or Consultant

Personnel pursuant to a requirement of law or of a governmental agency or by operation of law, provided that the Consultant or Consultant Personnel has disclosed only that part of the Confidential Information which it was required to disclose and has notified the Village prior to such disclosure in a timely fashion in order to permit the Village to attempt to prevent or restrict such disclosure should it so elect.

For greater clarity, Confidential Information shall include materials and information of a third party in the possession of the Village and/or representatives of the Village.

1.5. “Consultant Personnel” mean individuals employed, retained by or acting on behalf of the Consultant or a permitted Sub-Consultant of the Consultant.

1.6. “Disbursement” has the meaning set out in Section 14.5.

1.7. “Instruments of Service” has the meaning set out in Section 17.1.

1.8. “Project” means the project identified on page 1 of this Agreement

1.9. “Project Schedule” means the intended start and finish dates for the Services as proposed by the Consultant and approved by the Village and as otherwise provided in the Proposal and this Agreement.

1.10. “Proposal” means the proposal submitted to the Village by the Consultant

and attached to this Agreement as Schedule D.

1.11. “Services” means the services to be furnished by the Consultant to the Village pursuant to this Agreement, as specified in the scope of work described in Schedule A and as identified in Schedule D attached to this Agreement.

1.12. “Sub-Consultant” means any registered or licensed Professional

Engineer, Architect or any other specialist such as, without limitation, any geotechnical, environmental, legal, accounting, insurance or bonding specialist engaged by the Consultant in connection with the Services.

1.13. “Work” means the labour, materials, and equipment to be supplied and

incorporated into the Project under this Agreement. 2. Schedules

2.1. The following schedules form a part of this Agreement:

2.1.1. Schedule A – Services

2.1.2. Schedule B – Fees

2.1.3. Schedule C – Insurance

2.1.4. Schedule D - Proposal 3. Scope of Services

3.1. The Consultant shall provide to the Village the Services in accordance with

the terms and conditions of this Agreement and agrees to undertake the scope of work described in this Agreement and perform the consulting services identified in this Agreement for the Village.

3.2. The scope of work described in Schedule A and the consulting services identified in Schedule D may be amended or otherwise modified by agreement in writing by the Village and the Consultant and attached to this Agreement and, thereafter, the Services shall be deemed to include the services described in such amended scope of work and/or consulting services.

4. Level of Services

4.1. Unless otherwise expressly specified in this Agreement, the Consultant agrees

to supply at its sole cost and expense all staff, equipment, accommodations, disbursements and technical assistance necessary to perform the Services to be furnished under this Agreement and assume all overhead expenses in connection therewith, to the reasonable satisfaction of the Village.

4.1.1. The Consultant shall advise the Village in a timely manner of any Sub-Consultant, other than those identified in the Proposal, necessary for the performance of the Services. The Consultant recognizes that the need for such Sub-Consultants would reasonably have been anticipated at the time of submitting the Proposal by a consultant qualified to perform services similar in scope, nature, and complexity to the Services, and the Consultant shall pay for such costs.

4.2. The Consultant shall respond promptly to the Village’s notices of apparent

defects and deficiencies in the performance of the Services.

4.3. The Consultant shall submit technical memoranda, reports, and drawings to the Village as necessary throughout the course of providing the Services and generally keep the Village informed in a timely manner by way of written reports on all issues relevant to the Services, including progress of the Services, any anticipated delays, and on decisions required to be made by the Village.

5. Commencement of Services

5.1. The Consultant shall commence work pursuant to this Agreement when

directed by the Village. The Consultant shall proceed with due dispatch to ensure that its obligations are completed as quickly as reasonably possible, but in any event to be completed before the completion date set out in Schedule A.

6. Additional Services

6.1. The Consultant may, at the Consultant’s absolute discretion and without

invalidating this Agreement, decline to take on any Additional Services requested by the Village under this Agreement, which the Consultant decides are beyond the Consultant’s normal fields of expertise.

6.2. The Consultant shall not undertake any Additional Services without the prior written approval of the Village. Prior to proceeding with any Additional Services, the Consultant and the Village shall agree on the scope of the Additional Services to be performed and the basis of payment. The Consultant shall not proceed to provide any Additional Services in excess of the Village-approved scope and cost estimate without the Village’s prior written approval

7. Standard of Service

7.1. The Consultant shall undertake and perform all Services with such degree of

care, skill, and diligence as would reasonably be expected from a consultant qualified in British Columbia employing best practices to perform services similar in scope, nature, and complexity to the Services. The Consultant warrants and represents that the Consultant is qualified and has sufficient expertise and experience to perform expeditiously and efficiently all of the Services in a proper and professional manner to the standard set out above. In performance of Services under this Agreement, the Consultant shall, and shall ensure that all Consultant Personnel and Sub-Consultants:

7.1.1. Act diligently, honestly, in good faith, and in the best interests of the Village;

7.1.2. Make every effort to promote the interests and reputation of the Village, to the best of its ability; and

7.1.3. Assist the Village in achieving its objectives and goals, to the best of

its ability.

8. Compliance with Laws 8.1. In performing the Services, the Consultant shall in all respects comply with all

applicable laws, rules, codes, regulations, bylaws, orders, and ordinances of authorities having jurisdiction.

9. Consultant’s Representative 9.1. Immediately upon execution of this Agreement, the Consultant shall

designate in writing a representative to act as the Consultant’s representative for the purposes of all communications with the Village under this Agreement, such representative to have authority to provide information to, and receive instructions from, the Village. The representative shall be available on a reasonably continuous basis during the performance of the Services. For any periods when the representative is absent or otherwise unavailable, the Consultant shall appoint a replacement with equivalent expertise and authority.

10. Confidentiality 10.1. The Consultant shall maintain confidentiality on all information,

documentation and date provided by the Village or otherwise acquired by the Consultant during the course of carrying out the Services. Except with the prior written consent from the Village, or as required by law or an authority having jurisdiction, neither the Consultant, nor any of its employees, officers, agents, representatives, or Sub-Consultants, shall divulge or disclose any of such information to third parties, or use any such information for any purpose other than as required under this Agreement in connection with the Project.

10.2. Upon completion or expiration or earlier termination of this Agreement, whichever shall first occur, the Consultant shall return to the Village all written or descriptive matter, including but not limited to drawings, papers, documents or any other material, which contains any Confidential Information which is then in the possession or control of the Consultant or any Consultant Personnel and shall remove all digital representations thereof, in any form, from all electronic storage media in its or their possession or control, and shall certify in writing to the Village that the Consultant has fully complied with this subsection. For complete clarity:

10.2.1. The Consultant shall hold all Confidential Information in trust and

strictest confidence for the Village and shall not disclose any such Confidential Information, by publication or other means, to any person, company or other government agency nor use same for any other project other than for the benefit of the Village as may be authorized by the Village in writing;

10.2.2. Any request for such approval by the Village shall specifically state

the benefit to the Village of disclosure of Confidential Information;

10.2.3. Any use of the Confidential Information shall be limited to the express purposes as set out in the approval of the Village;

10.2.4. The Consultant shall not, at any time during or after the Term of this

Agreement, use any Confidential Information for the benefit of anyone other than the Village;

10.2.5. The Consultant shall not make any copies or partial copies of the

Confidential Information except as required for its permitted use as described herein or as otherwise authorized in writing by the Village. The Consultant shall take all reasonable steps to protect the Confidential Information to ensure that Confidential Information is not disclosed, distributed or used in violation of the provisions of this Agreement; and,

10.2.6. The Consultant shall ensure that all Consultant Personnel and Sub-

Consultants having access to the Confidential Information comply with this Section of the Agreement.

11. Sub-Consultants

11.1. If the Consultant retains or employs any Sub-Contractor or other parties

to assist in the performance of the Services, then the Consultant shall incorporate into and agreement with, and shall bind such Sub-Consultants and other parties to all of the terms of this Agreement. The Consultant shall be solely responsible for such Sub-Consultants’ and other parties’ work, and for the oversight and coordination of such work.

11.2. The Consultant is the prime contractor under this Agreement and, as such, no sub-consulting by the Consultant shall relieve the Consultant of any responsibility for the full performance of all obligations of the Consultant under this Agreement. Notwithstanding the approval of any sub-consultants by the Village, the Consultant shall assume full responsibility for the performance of the Services in accordance with the terms of this Agreement, including any activities, works, and/or Services provided by sub-consultants and any acts and/or omissions of sub-consultants.

11.3. The Consultant shall not sell, assign, convey, transfer or encumber in any

manner this Agreement, any part of this Agreement or any of its rights or obligations hereunder without the prior written consent of the Village. Any such attempted sale, assignment, conveyance or transfer in violation hereof by the Consultant shall be void and have no force and effect.

12. Key Personnel

12.1. The Consultant shall maintain the key personnel as is listed in the Proposal

attached as Schedule D, or as otherwise specified in this Agreement, and shall not replace any of such key personnel without the Village’s prior written agreement, which shall not be unreasonably withheld or denied.

13. Duties of the Village 13.1. The Village shall:

13.1.1. Provide the Consultant with a written description of the Village’s

requirements for the Project, including, where applicable, the Village’s Project budget and Project Schedule.

13.1.2. Make reasonable efforts, unless otherwise provided in this

Agreement, to disclose and make available to the Consultant, in a timely manner and at no cost to the Consultant, all information or data in the Village’s possession or control relevant to the performance of the Services.

13.1.3. When requested by the Consultant in writing, give due consideration

to engaging, at the Consultant’s cost, Sub-Consultants as may be reasonably necessary for the Consultant to undertake the Services. The Village shall not have an obligation to retain any Sub-Consultants if requested to do so by the Consultant.

13.1.4. Give timely consideration to requests from the Consultant, including

requests for decisions required relating to the Services, and inform the Consultant of the Village’s decisions and provide all feedback in a timely manner so as not to unduly delay the Consultant’s performance of the Services.

13.1.5. Arrange and make provision for the Consultant’s reasonable and

ready access to Village property as necessary for the Consultant to provide the Services.

13.1.6. Give prompt notice to the Consultant whenever the Village becomes

aware of any apparent defects or deficiencies in the Services.

13.2. Immediately upon execution of this Agreement, the Village shall designate in writing a representative to act as the Village’s representative, for the purposes of all communications with the Village under this Agreement, such representative to have authority to provide instructions to, and receive

information from, the Consultant. The representative shall be available on a reasonably continuous basis during the performance of the Services, and for any periods when the representative is absent or otherwise unavailable, a replacement with equivalent expertise and authority shall be appointed by the Village.

13.3. The Village shall maintain confidentiality on all information, documentation, and data provided by the Consultant that is expressly identified in the Proposal or other provision of this Agreement, as being proprietary or confidential in nature. Except with the prior written consent of the Consultant, or as required by a law or authority having jurisdiction, neither the Village nor any of its employees, officers, agents, representatives, or committee members shall divulge or disclose any of such information for any purpose other than as required under this Agreement in connection with the Project.

14. Total Contract Price

14.1. In compensation for the Services provided by the Consultant, the Village

agrees to pay the Consultant the sum of <WRITTEN NUMERIC WORDS> ($XX,XXX.XX) as a total upset price. The sum of total payment includes all fees, disbursements, general and overhead expenses, and applicable taxes, with the exception of GST, which (if applicable) shall be included in each invoice submitted to the Village and the Village agrees to pay such applicable GST to the Consultant.

14.2. The fees for Services rendered may be, on written agreement by the parties, either a lump sum fee or a fee based on the actual hours reasonably expended in performing such Services, but shall not exceed the maximum amount specified in Schedule B. It is anticipated by the Village that the fees rendered for this Agreement will be based on the percentage of the Services completed.

14.3. In each invoice submitted to the Village, the Consultant shall include all

applicable taxes. The Consultant shall remit all applicable taxes to the applicable taxing authorities as required by law. The Consultant hereby covenants and agrees to indemnify the Village and save it harmless from and against all liabilities and claims whatsoever against the Village, including, without limitation, fines, penalties and interest thereon, for or by reason of or in any way arising out of its failure to deduct, withhold or contribute any amount in respect of its payments to the Consultant pursuant to this Agreement. Such liabilities and claims shall include, without limiting the generality of the foregoing, federal or provincial income taxes, federal or provincial pension plan contributions, unemployment insurance premiums, worker’s compensation premiums and contributions under any federal or

provincial social insurance or income security programs.

14.4. Notwithstanding subsection 14.1 above, the parties may agree on the performance of Additional Services by the Consultant. The Village must have approved any such Additional Services in writing, in advance, per Section 6.2 of this Agreement. Failing such approval, no payment shall be made.

14.5. The Village shall pay the Consultant the Consultant’s actual out of pocket

costs for the items set out below, as reasonably incurred by the Consultant to perform the Services and substantiated by supporting invoices reasonably acceptable to the Village (called in the aggregate the “Disbursements”), but shall not exceed the maximum amount specified in Schedule B. Disbursements means the costs of:

14.5.1. Reproduction of documents including reports or submissions to the

Village;

14.5.2. Messenger or courier services, long distance telephone calls, and postage;

14.5.3. Fees paid to any authority having jurisdiction in order to obtain any

required record information or data;

14.5.4. Items specifically identified in Schedule B. 15. Payment

15.1. Each month, the Consultant shall submit to the Village an invoice for the

Consultant’s fees and Disbursements as provided in this Agreement. Each invoice shall be accompanied by supporting documentation as may reasonably be required by the Village.

15.2. The Village shall pay such invoices in full within 30 calendar days of receipt. If The Village reasonably determines that it does not owe the full amount of the invoice, the Village will pay the amount it determines is owed and forthwith provide the Consultant with written rationale for any deduction in the amount of the invoice. Any progress claims for payment made by the Consultant shall not include any aspects of the Services not yet fully and properly performed.

15.3. The aggregate of all monthly claims for Services and Disbursements shall

not exceed the maximum amount specified in Schedule B. 16. Term

16.1. This Agreement shall commence on the date set forth above and, subject to earlier termination as provided for in this Agreement, continue in effect until the completion date identified in Schedule A.

16.2. The Village will have the option to extend this Agreement for satisfactory completion of the Services herein provided by the Consultant and/or for additional work that may be required. The Village reserves the right to award any follow-on work to the Consultant without necessitating a separate procurement process.

16.3. Unless otherwise expressly provided in Schedule A or any addendum

thereto, this Agreement is not deemed to confer upon the Consultant an exclusive right to supply those Services to the Village related to this Agreement or otherwise.

17. Ownership

17.1. All plans, concepts, drawings, specifications, designs, models, reports,

photographs, surveys, calculations, data, documents, and processes produced by the Consultant in connection with the Project (the “Instruments of Service”) shall at all times remain the property of the Village unless otherwise agreed to in writing between the parties.

17.2. All copyright and other intellectual property included in Section 17.1 shall at all times remain the property of the Consultant.

17.3. The Consultant shall give the Village a copy of any of the Instruments of Service upon request for use for record and maintenance purposes and for any future renovation, repair, modification and extension work undertaken with respect to that part of the Project to which the Services relate. For clarification, this includes the projects arising from the product of this Project: the Infrastructure Master Plan.

17.4. The Village accepts full responsibility for any Village changes made to any

Instruments of Service without the prior written consent of the Consultant and shall indemnify and hold harmless the Consultant from any claims arising from use of such Village-changed Instruments of Service.

18. Insurance

18.1. The Consultant shall obtain and maintain insurance polices as specified in

Schedules A and C of this Agreement.

18.2. The Village shall approve the above insurance policies prior to the commencement of the Services, and the Consultant shall provide the Village

with satisfactory evidence of such insurance at any time upon request.

18.3. All policies shall contain a cancellation clause requiring the insurer to give at least 30 days’ written notice to the Village prior to any policy cancellation.

18.4. Should the Consultant neglect to obtain or maintain insurance as required

under this Agreement, or to provide satisfactory evidence of such insurance to the Village upon request, the Village will declare the Consultant to be in default, in which the provisions of Section 20.1 shall apply.

19. Indemnity

19.1. Notwithstanding the provision of any insurance coverage by the Village,

the Consultant shall indemnify and save harmless the Village, its officers, employees, agents, successors, assigns, committee members, and representatives from and against any losses, claims, damages, actions and causes of actions, costs, expenses, judgments and proceedings arising out of or in connection with any error, or negligent or malicious act or omission, by the Consultant or any of its officers, agents, representatives, employees, or Sub-Consultants, except to the proportionate extent of any contributing negligent or wrongful act or omission of the Village, or any of its officers, agents, representatives, employees, or committee members. The terms and conditions of this indemnity provision shall survive the completion of all Services and the termination of this Agreement for any reason.

20. Suspension and Termination 20.1. If the Consultant is in default in the performance of any of the Consultant’s

material duties and responsibilities under this Agreement, then the Village may, by written notice to the Consultant, require such default to be corrected. If within 5 Business Days after receipt of such notice, such default shall not have been corrected or reasonable steps to correct such default not have been taken, the Village may, without limiting any other right or remedy the Village may have, give a further written notice of termination of this Agreement to the Consultant.

20.1.1. In the event of such termination the Village shall pay for the cost of the Services rendered and Disbursements occurred by the Consultant pursuant to this Agreement and remaining unpaid as of the effective date of such termination.

20.1.2. Notwithstanding Section 20.1.1, the Village may deduct from amounts owing to the Consultant any reasonable additional costs and expenses incurred as a result of the Consultant’s default, and if the payments owing to the Consultant are not sufficient to cover such costs,

then the Consultant shall immediately pay the Village the shortfall.

20.1.3. Unless the Village otherwise agrees in writing, and without limiting any other provision of this section, the failure, refusal, or neglect by the Consultant to deliver the Services in a diligent manner within the time frame specified or to promptly replace, remedy, or correct the Consultant’s performance and/or Services as required pursuant to this Agreement shall be deemed to constitute an authority for the Village to purchase and/or replace the Services in question on the open market. The Consultant shall forthwith reimburse the Village for all extra costs and expenses incurred to purchase and/or replace such Services, the Village’s internal costs, and any delay costs.

20.2. If the Village fails to make payment to the Consultant in accordance with

this Agreement, then the Consultant may, by written notice to the Village, require that such default be corrected. If within 5 Business Days after receipt of such notice such default shall not have been corrected, or reasonable steps taken to correct such default, the Consultant may, without limiting any other right or remedy the Consultant may have, give a further written notice to the Village to terminate immediately this Agreement.

20.2.1. In the event of such termination the Village shall pay for the cost of the Services rendered and Disbursements occurred by the Consultant pursuant to this Agreement and remaining unpaid as of the effective date of such termination.

20.2.2. In the event of any other default by the Village, the Consultant shall only have the right to claim damages, but not the right to terminate this Agreement

20.3. The Village has the right to suspend or terminate further performance of

all or any portion of the Services at any time, for convenience or any other reason, by written notice to the Consultant. Upon receipt of such notice, the Consultant shall immediately discontinue the performance of the Services as instructed, whether being performed by the Consultant or approved Sub-Consultants, except to the extent that those Services are reasonably necessary to comply with the Client’s instructions, and shall preserve and protect all Work in progress and all completed Work.

20.3.1. In the event of such suspension or termination, the Village shall, in addition or any other rights or remedies the Consultant may have, pay the Consultant for that portion of the Services satisfactorily performed or completed to the date of the notice, including Disbursements incurred as provided under this Agreement.

20.4. If the Project is terminated by mutual consent of the parties, the Village

shall pay the Consultant for all Services performed, and for all Disbursements incurred pursuant to this Agreement and remaining unpaid as of the effective date of such termination.

20.5. If the Services are suspended by the Village at any time for more than 60 calendar days, either consecutive or in the aggregate, through no fault of the Consultant, then the Consultant may, at any time until such suspension is lifted by the village, give written notice to the Village of termination due to suspension. If within 15 Business Days after receipt of such notice such suspension has not been lifted, the Consultant may, without limiting any other right or remedy the Consultant may have, give a further written notice to the Village to terminate this agreement.

20.5.1. In the event of such suspension, the Village shall pay for the cost of

the Services rendered and Disbursements occurred by the Consultant pursuant to this Agreement and remaining unpaid as of the effective date of such suspension.

20.6. If a party to this agreement is an individual and dies or becomes incapacitated before completing the Services under this Agreement, the Agreement shall automatically terminate as of the date of the said death or incapacity, and payment shall be made in accordance with this Agreement for the Service performed and Disbursements incurred pursuant to this Agreement and remaining unpaid as of the effective date of termination.

21. Dispute Resolution

21.1. Both parties shall use their best efforts to resolve any dispute or difference

of opinion under or in connection with this Agreement by good faith amicable negotiations on a “without prejudice” basis, and shall provide frank, candid, and timely disclosure of all relevant facts, information, and documentation to facilitate negotiations.

21.2. If the dispute or difference of opinion is not resolved to the reasonable mutual satisfaction of the parties within 10 Business Days of the commencement of negotiations, the dispute or difference of opinion shall be submitted to mediation. Both parties agree to not make a request for arbitration or to commence litigation without first seeking agreement through the mediation process.

21.2.1. The mediator shall be appointed by agreement of the parties and

shall be impartial and free from any actual or apparent conflict of interest.

21.2.2. Both parties shall share the costs of mediation equally.

21.3. If the dispute or difference of opinion is not resolved to the reasonable mutual satisfaction of both parties within 30 calendar days of the appointment of the mediator, or within such longer time as may be mutually agreed to by the parties, the dispute or difference of opinion may, upon the mutual written agreement of the parties, be submitted to binding arbitration in accordance with the laws of the Province of British Columbia.

21.4. If the dispute relates to the Consultant’s fees or Disbursements under this Agreement, the Village shall be entitled to withhold the amount of fees and/or Disbursements that are in dispute, and the Village, in accordance with this Agreement, shall pay the undisputed balance.

22. Notices

22.1. All notices under this Agreement shall be in writing and delivered by hand

or pre-paid registered mail to the recipient’s designated representative at the address set out on page 1 of this Agreement, and shall be considered to have been received immediately upon delivery, if delivered by hand, or 3 Business Days from the date of mailing, if sent by pre-paid registered mail.

22.2. Either party may, at any time, change its address for notices by giving written notice to the other party in accordance with this Agreement.

23. Assignment

23.1. Neither party shall assign this Agreement, or any portion of this

Agreement, without the prior written consent of the other party.

24. Rights and Remedies 24.1. The duties and obligations imposed by this Agreement and the rights and

remedies available under this Agreement shall be in addition to and not in substitution for any duties, obligations, rights and remedies otherwise imposed by or available at law or equity.

24.2. No action or failure to act by either party shall constitute a waiver by that party of any of its rights or remedies, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach under this Agreement.

25. Conflicts of Interest

25.1. The Consultant declares and confirms that it has no pecuniary or other

interest in the business of any third party that would cause a conflict of

interest or be seen to cause a conflict of interest in performing the Services. If any such conflict of interest occurs during the term of this Agreement, the Consultant shall immediately declare it in writing to the Village and, at the direction of the Village, the Consultant shall promptly and diligently take steps to the satisfaction of the Village to resolve the conflict.

26. Independent Contractor 26.1. The Consultant shall be, and in all respects be deemed to be, an

independent contractor and nothing in this Agreement shall be construed to mean that the Consultant is an employee of the Village or that any joint venture or partnership exists between the Consultant and the Village.

27. Governing Law 27.1. This Agreement shall be interpreted and construed according to the laws

of British Columbia.

28. Interpretation 28.1. Words importing the masculine gender shall include the feminine and

neuter, and the singular shall include the plural where the meaning or context so requires and the rest of the sentence shall be construed as if the grammatical and terminological changes thereby rendered necessary had been made.

28.2. All captions, titles, and headings in this Agreement are inserted for convenience and ease of reference only and do not define, limit or enlarge the scope, meaning or intent of any provisions of this Agreement.

29. Enurement

29.1. This Agreement shall be binding upon and enure to the benefit of the

parties hereto and their respective executors, administrators, successors, and assigns.

30. Entire Agreement 30.1. This Agreement constitutes the entire agreement between the parties

relating to the matters covered in this Agreement and supersedes all prior agreements, negotiations, understandings, and representations between the parties, whether written or oral, relating to the subject matter hereof unless specifically provided for otherwise in this Agreement.

31. Unenforceability 31.1. If any provision of this Agreement is found to be invalid, illegal, or

unenforceable, it shall be severed from this Agreement and any such severance shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement.

32. Conflicting Provisions 32.1. In the event of a conflict of ambiguity between a provision of Schedule D

and another provision of this Agreement, including Schedules A, B, and C of this Agreement, such other provision will prevail over the provision of Schedule D to the extent of the conflict or ambiguity.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first written above. Consultant: (FULL LEGAL NAME OF CORPORATION, PARTNERSHIP OR INDIVIDUAL) (AUTHORIZED SIGNATORY)

(AUTHORIZED SIGNATORY) THE MUNICIPALITY OF THE VILLAGE OF LIONS BAY (MAYOR: Karl Buhr)

(CHIEF ADMINISTRATIVE OFFICER: Mandy Geisbrecht)

SCHEDULE A – SERVICES

RFP VOLB15-01 (Attached)

SCHEDULE B – FEES

B.1 The Village shall pay the Consultant as follows: B.2 The Disbursement items referred to in Section 14.5, if any, shall be as follows:

SCHEDULE C – INSURANCE

C.1 The Consultant shall obtain and maintain for the duration of the Services and for a minimum of 1 year thereafter, at its own cost, Professional Liability Insurance with terms and from an insurer satisfactory to the Village.

C.1.1 The Professional Liability Insurance Policy shall insure the

Consultant’s legal liability for errors, omissions, and negligent acts, to the extent of no less than the following:

$3,000,000.00 each occurance C.2 The Consultant shall obtain and maintain for the duration of the Services, at

its own cost, the following insurance with terms and from insurers satisfactory to the Village:

a. Comprehensive General Liability coverage, covering

premises and operations liability;

b. Consultant’s Contingency Liability coverage, covering operations of Sub-Consultants;

c. Completed Operations Liability coverage; d. Contractual Liability coverage; and

e. Owned and Non-owned Automobile Liability Insurance coverage

C.2.1 The limits of coverage shall not be less than the following:

a. Bodily Injury Liability - $2,000,000.00 each occurrence; $2,000,000.00 aggregate products and/or completed operations

b. Property damage Liability - $3,000,000.00 each occurrence; $3,000,000.00 aggregate products and/or completed operations

c. Owned and Non-owned Automobile- $2,000,000.00 any one

accident

C.2.3 A Cross Liability clause shall be made part of the Comprehensive General Liability Insurance.

SCHEDULE D – PROPOSAL

(Attached)