Microsoft Word - Audit RFP 2021.docxMunicipal Audit Services 21-17 Issued: November 8, 2021 Submission Deadline: November 29, 2021 at 12:00pm Atlantic Standard Time
TABLE OF CONTENTS
INTRODUCTION ........................................................................................................................ 1 Purpose and Intent ...................................................................................................................... 1 NRFP Content ............................................................................................................................ 1 NRFP Timeline ........................................................................................................................... 1 NRFP Contacts ........................................................................................................................... 1 Definitions and Interpretation ....................................................................................................... 1
SCOPE OF SERVICES ............................................................................................................... 2 Project Overview ......................................................................................................................... 2 Project Budget ............................................................................................................................ 2 Additional Services ..................................................................................................................... 2 Licensing and Registration Requirements.................................................................................... 2 Use of Sub-contractors................................................................................................................ 2 Insurance .................................................................................................................................... 2
PROPONENT INSTRUCTIONS .................................................................................................. 3
Submission Deadline .................................................................................................................. 3 Requests for Information ............................................................................................................. 3 Submission of Bids ..................................................................................................................... 3
Submission Method ...................................................................................................... 3 General Requirements for Submission .......................................................................... 3
Proposal Format and General Instructions ................................................................................... 4 Proposal Content ........................................................................................................................ 4
Technical Submission ................................................................................................... 4 Cost Submission ........................................................................................................... 7
Amendment or Withdrawal of Proposal by Proponent .................................................................. 7 EVALUATION AND SELECTION ............................................................................................... 8
Evaluation Committee ................................................................................................................. 8 Evaluation Process ..................................................................................................................... 8
Stage 1: Assessment of Mandatory Submission Requirements ..................................... 8 Stage 2: Evaluation of Proposals and Ranking of Proponents ....................................... 8 Stage 3: Assessing Past Performance .......................................................................... 8
Negotiation and Contract Execution ............................................................................................ 9 Selection of Top-Ranked Proponent .............................................................................. 9 When No Negotiations Required ................................................................................... 9 When Negotiations Required ...................................................................................... 10 Timeframe for Negotiations ......................................................................................... 10
Notification to Proponents ......................................................................................................... 10 PROCUREMENT TERMS AND CONDITIONS ......................................................................... 11
General Information and Instructions ......................................................................................... 11 Representations and Warranties of the Proponent ...................................................... 11 Proponent Conduct ..................................................................................................... 11 COVID-19 Statement .................................................................................................. 11 No Lobbying ............................................................................................................... 12 Illegal or Unethical Conduct ........................................................................................ 12 Cost of Proposals ....................................................................................................... 12
Procurement Process Non-Binding ............................................................................................ 12 No Contract “A” and No Claims ................................................................................... 12 No Contract until Execution of Written Agreement ....................................................... 13 Non-binding Price Estimates ....................................................................................... 13 No Guarantee of Volume of Work or Exclusivity of Contract ........................................ 13
Confidential Information ............................................................................................................ 13 Confidential Information of the Municipality ................................................................. 13 Confidential Information of the Proponent ................................................................... 13
Reserved Rights of the Municipality ........................................................................................... 13 Reserved Rights ......................................................................................................... 13 Amendments to NRFP by Municipality ........................................................................ 14 Over-budget Proposals ............................................................................................... 14
Limitation of Liability .................................................................................................................. 15 Conflict of Interest ..................................................................................................................... 15 Interpretation ............................................................................................................................. 15
1
INTRODUCTION
Purpose and Intent
The Municipality of the County of Kings (the “Municipality”) is seeking proposals from qualified proponents to provide the following services as set out in Appendix A: NRFP Data Sheet. See Appendix B: Project Overview, Scope of Work and Timelines for a full description of the services and deliverables sought. Any anticipated timelines with respect to the Services will be outlined in Appendix B. This NRFP is a non-binding process. The successful Proponent may be invited to negotiate to enter into an agreement with the Municipality for the provision of Services based on the form of Agreement attached as Appendix E. The information contained in this NRFP is supplied solely as a guideline for Proponents. While every reasonable attempt has been made to ensure its accuracy, the Municipality does not guarantee or warrant its accuracy.
NRFP Content
This NRFP contains the following Appendices:
Appendix A: NRFP Data Sheet Appendix B: Project Overview, Scope of Work and Timelines Appendix C: Additional Technical Submission Requirements and Cost Submission Format Appendix D: Evaluation Criteria Appendix E: Form of Agreement Appendix F: Municipal Policies
NRFP Timeline
The Municipality expects the NRFP to proceed in accordance with the timeline as set out in Appendix A: NRFP Data Sheet. This NRFP timeline is tentative only and may be changed by the Municipality at any time.
NRFP Contacts
The NRFP Contacts are as set out in Appendix A: NRFP Data Sheet.
Definitions and Interpretation
In this NRFP: “Agreement” means the formal written agreement to provide the Services to be negotiated and signed by the Municipality and the successful Proponent (if any), substantially in the form set out in Appendix E. “NRFP” means this non-binding request for proposals in respect of the Services which includes all addenda that may be issued in respect of the NRFP prior to the Submission Deadline; “NRFP Contacts” means the contact persons identified in Section 1.4 and Appendix A: NRFP Data Sheet; “Proponent” means the entity or person that makes a Proposal;
2
“Proposal” means a response to this NRFP made by a Proponent; “Services” means the work, tasks, activities, materials and other deliverables to be performed or provided by the Proponent as more particularly described in Appendix B: Project Overview, Scope of Work and Timelines; “Sub-contractor” means a person or entity having a direct contract with the Proponent to perform a part or parts of the Services; and “Submission Deadline” means the date and time set out on the title page of this NRFP or any amendment to that date and time made by the Municipality by way of addendum to that date and time. Where the words “must”, “shall” or “will” appear in this NRFP, the clause is to be considered as a mandatory requirement. Other capitalized terms shall have the meeting as set out in the NRFP.
SCOPE OF SERVICES
Project Overview
The successful Proponent will be required to provide the full scope of services specified in Appendix B: Project Overview, Scope of Work and Timelines.
Project Budget
The Municipality’s budget for the Services if indicated, is set out in Appendix B: Project Overview, Scope of Work and Timelines.
Additional Services
The successful Proponent may also be required to provide additional services as may be agreed upon in writing by the successful Proponent and the Municipality in accordance with the Agreement.
Licensing and Registration Requirements
The successful Proponent will be required to comply with the licensing and registration requirements set out in Appendix B: Project Overview, Scope of Work and Timelines and Appendix E: Form of Agreement, as applicable.
Use of Sub-contractors
The use of Sub-contractors is acceptable, provided the Sub-contractors report directly to the Proponent and the Proponent agrees to be held responsible for the actions and performance of the Sub-contractors and their respective officers, employees or agents in accordance with Appendix E: Form of Agreement. Sub-contractors, if to be used, must be identified in a Proponent’s Proposal and cannot be changed without the approval of the Municipality. Where no list of Sub-contractors is submitted, it is deemed that the Proponent will use its own forces to perform the Services.
Insurance
When delivering the Services, the successful Proponent is required to have the insurance coverage as set out in Appendix E: Form of Agreement.
3
PROPONENT INSTRUCTIONS
Submission Deadline
Complete Proposals must be received before the Submission Deadline in order to be considered. Proposals submitted after Submission Deadline will not be accepted. The Municipality may extend the Submission Deadline by issuing an addendum at any time before the Submission Deadline or before the date and time previously specified in any addendum extending the Submission Deadline.
Requests for Information
All inquiries and requests for clarification (“Requests for Information”) must be directed to the NRFP Contacts and received in writing during the Request for Information Period specified in Section 1.2 and Appendix A: NRFP Data Sheet. If the Municipality, in its sole discretion, determines that a Request for Information will be of interest to all Proponents, it will be communicated via a written addendum prior to the Submission Deadline. The Municipality assumes no responsibility for verbal instructions and any such responses are only binding when confirmed by written addenda. If a Request for Information is received after the Request for Information Period, the Municipality may respond but is not obligated to provide a response. If a Proponent has sent a Request for Information and has not received an acknowledgement, the Proponent should follow up with the NRFP Contacts. The Municipality is not responsible if a Proponent’s inquiry does not reach the Municipality by the close of the Request for Information Period.
Submission of Bids
Submission Method
Proposals must be submitted prior to the Submission Deadline, using the method set out in Appendix A: NRFP Data Sheet.
Proposals submitted by any other method than specified in Appendix A: NRFP Data Sheet will not be considered. It is the Proponent’s responsibility to ensure that the Proposal is received by the Municipality before the Submission Deadline.
The onus for submitting proposals on time and at the specified location rests with the Proponent. Proposals submitted in response to this NRFP will not be returned.
General Requirements for Submission
(a) Proposals must be labeled “Proposal for [insert name of project/project number] – Proponent Name”.
(b) Proposals must be submitted in the number of parts as set out in Appendix A: NRFP Data Sheet.
(c) Proposals must be submitted in the format(s) as set out in Appendix A: NRFP Data Sheet.
4
(d) Proposals must contain the NRFP title, NRFP number and the Proponent’s name in the header or footer of each electronic document submitted.
(e) Proposals must be signed by an authorized signatory of the Proponent.
Proposal Format and General Instructions
(a) The Proposal content should be organized in the same sequence as the documents and information set out in Section 3.5 below. If the Proposal does not comply with this Section, the Proposal may be given a lower evaluation rating.
(b) A Proponent should ensure that information provided in its Proposal is stated clearly and concisely. Simplicity and clarity of responses are important. Proponents should avoid including extraneous or irrelevant information.
(c) The entire content of the Proponent’s Proposal must be submitted in a “fixed form” in that
the content of websites or other external documents referred to in the Proponent’s Proposal but not attached will not be considered to form part of its Proposal.
(d) Unless otherwise specified, all Proposals are to be in English only. (e) Proponents are encouraged to prepare their Proposals in a manner which permits and
facilitates the inclusion of proposal extracts in the Agreement (such proposal extracts to be included in the Agreement at the sole discretion of the Municipality), including by:
(i) Using defined terms provided in the Agreement and using such terms in a manner
contemplated by the Agreement;
(ii) Identifying any commitments and obligations of the successful Proponent under and in compliance with the Agreement; and
(iii) Expressing commitments and obligations as being those of the successful Proponent under the Agreement, notwithstanding that it may be contemplated that a subcontractor may undertake or perform them on behalf of the successful Proponent.
Proposal Content
Proponents are advised to carefully review the evaluation criteria set out in Appendix D: Evaluation Criteria of this NRFP prior to preparing their Proposals in response to this NRFP.
Technical Submission
3.5.1.1 Table of Contents
The Proposal should contain a Table of Contents. This should provide a list of the main Proposal content and where it is found in the Proposal and include appropriate cross-references to attachments or appendices as required.
3.5.1.2 Proponent Information
5
(iv) A description of the Proponent’s business including:
How the Proponent is organized to carry on business; Its location(s) and the locations of all service centres that will provide the
Services; Current total staffing; Corporate organizational chart along with brief biographical details of principal
management of the organization; The length of time the Proponent has been in business; and A description of the Proponent’s clientele.
(v) Information about the Proponent’s related municipal experience (including specific
projects with consulting fee value, construction value, if applicable).
(vi) Information about the Proponent’s experience in providing services comparable to those requested in this NRFP within the last 3-5 years.
(b) Project Team
(i) An organizational chart of the proposed project team.
(ii) List the Proponent (entity name), Sub-contractors (entity names) and key personnel (individuals) and identify their roles and responsibilities for the Services and the percentage of time each team member will devote to the Services using a table format as follows:
Entity Name (Proponent, Sub- contractors)
Key Personnel (Individuals involved in providing the Services and their designation/ accreditation)
Role and Responsibility
(iii) Identify the reporting relationship(s) among the proposed team members
identified.
(iv) Describe any previous projects where the proposed team members have worked together on past projects.
(v) Key Personnel (maximum 1 page per individual) For the Proponent and each of the Sub-contractors, provide resumes for each of the key personnel listed (including those proposed to have direct responsibility to principal management of the Proponent), which includes commentary on their ability, expertise and suitability for the Services and ability to work collaboratively in providing the Services. Resumes shall include, at a minimum, the following: Name and credentials; Training and experience; Position in firm; and Area of practice in the firm.
In addition to the single page above, include: Current certificates of good standing from appropriate professional licensing
boards, as applicable; and The backup personnel to support key personnel during absence or staff
turnover.
6
3.5.1.3 Work Plan / Methodology / Implementation
The Proposal must include a description of how the Proponent intends to provide the Services. The description should include the following:
(a) A Work Plan
Proponents should provide a detailed project work plan which outlines the deliverables to be provided, timelines, and the Proponent’s methodology for proceeding with the various stages of the Services. The work plan should include sufficient detail to ensure that the merits of the work plan and the likelihood of success can be evaluated. It should further include information on specific activities, tasks and timeframes and allocated human resources for each activity and stage of the Services. The successful Proponent’s work plan (as may be revised by negotiations) will become part of the Agreement.
Services that do not directly meet the Services requested, but which the Proponent feels will benefit the Municipality’s strategic or operational objectives, should be submitted under a separate section labeled “Additional Services” and priced separately in the Proponent’s Cost Submission.
(b) Project Management Methodology
Proponents should describe their project management methodology, including: Methods of cost control throughout all stages of providing the Services; Method of schedule control throughout all stages of the Services, including but not
limited to, establishing and tracking of milestones, provision of adequate consultant resources to the project within the current and future workloads of the Proponent and Sub-contractor entities; and
Information on monitoring and reporting systems, performance measurements and quality control.
(c) Risk Assessment and Mitigation Plan
Proponents are encouraged to prepare a Proposal that will provide the best possible product. Proponents should provide a detailed assessment of the potential risks and a mitigation plan for ensuring the Services are delivered in accordance with the requirements of this NRFP.
3.5.1.4 Reference Projects and References
The Proponent must list at least three up to a maximum of five reference projects, preferably about projects that are comparable in size, scope, nature and complexity to the Services which were provided within the last five years.
The list of reference projects should demonstrate the Proponent’s capabilities and suitability for completing the scope of Services required for this project. For each project reference listed, the following information should be provided: A brief description of the project; Name of the entity for whom the project was done; The year the project was started and year completed; The nature and scope of the work performed (highlight the similarities, if any, to these
Services); Identify which of the proposed team members for these Services were involved in each
project and identify what their roles and responsibilities were; and
7
Identify the value. The Proponent must also identify at least three individuals who may be contacted by the Municipality for information on the Proponent’s performance (and Sub-contractors’ performance) in the projects listed in this section. For each reference, the following information should be provided: Name of primary contact and position; Telephone number for primary contact and entity; and Email address for primary contact.
In addition to contacting the references for the purpose of checking the Proponent’s record of past performance, the Municipality, at its discretion, reserves the right to check the Proponent’s record of past performance with any other sources identified by the Municipality without prior notice to the Proponent. If the references provide information that overall discloses a material discrepancy between what the Proponent has indicated and what the references indicate, the Municipality may disqualify the Proponent and check the references of the next ranked Proponent.
3.5.1.5 Additional Technical Submission Requirements
Additional Technical Submission specific to this NRFP are outlined in Appendix B: Additional Technical Submission Requirements and Cost Submission Format.
3.5.1.6 Form of Agreement
The Proponent shall indicate in its Technical Submission whether the Proponent requires any changes to the Form of Agreement as provided in Appendix E: Form of Agreement or whether the Proponent accepts the Form of Agreement as presented. The Proponent should also provide in its Proposal additional detail as to the nature and scope of the changes required, as required.
Cost Submission
The Proponent shall present their cost proposals in tabular form so that their level of effort can be reviewed, in accordance with any additional formatting instructions as set out in Appendix C: Additional Technical Submission Requirements and Cost Submission Format.
The Proponent must indicate all prices in Canadian dollars.
Amendment or Withdrawal of Proposal by Proponent
(a) Proposals may only be amended or withdrawn by using the same method as Proposal submission prior to the Submission Deadline.
(b) Label the amendment or withdrawal as follows: “Amendment/Withdrawal of Proposal for [insert name of project/project number] – Proponent Name”. Any amendment should clearly indicate which part of the Proposal the amendment is intended to amend or replace.
(c) Amendments and withdrawals must be signed by an authorized signatory of the Proponent.
8
Evaluation Committee
The evaluation committee will be comprised of representatives of the Municipality and subject matter experts and stakeholders as may be selected at the Chief Administrative Officer’s discretion. By submitting a proposal, the Proponent understands that all decisions on the degree to which a proposal meets the evaluation criteria are solely within the purview and judgement of the evaluation committee. In cases of dispute as to whether or not an item or service meets the NRFP requirements, the decision of the evaluation committee shall be final and binding.
Evaluation Process
Stage 1: Assessment of Mandatory Submission Requirements
Proposals received by the Submission Deadline will be assessed to determine which fulfil the mandatory submission requirements of this NRFP. Proposals that are not completed in accordance with the requirements of this NRFP will, in the Municipality’s sole discretion, be disqualified and not evaluated further.
Stage 2: Evaluation of Proposals and Ranking of Proponents
Each Proposal that fulfils the mandatory submission requirements will be evaluated in accordance with the criteria and points allocated to each criteria as set out in Appendix D: Evaluation Criteria.
The evaluation committee reserves the right to perform any of the following and to take the information obtained into account in evaluating a Proposal: Seek clarification or verify information provided by a Proponent with respect to this NRFP; Interview either via teleconference or at the Municipality’s offices any or all of the Key
Personnel proposed by a Proponent; and Request additional detail(s) on any element(s) of any submission(s).
Stage 3: Assessing Past Performance
A Proponent’s record of past performance will be a factor in the Municipality’s determination of the Proponent’s qualifications to provide the Services. The record of past performance of the top- ranked Proponent will be assessed.
The Municipality may, at its discretion, contact the references provided by the top-ranked Proponent and may consult those who have had dealings with the Proponent or proposed Sub- contractors. The Municipality may determine, in its sole and absolute discretion, that a Proponent’s record of past performance is unsatisfactory based on factors which may include, but are not limited to:
(a) A Proponent or proposed Sub-contractor is debarred from participating in the public
procurement process of any of the following: Another municipality in Nova Scotia; A department, branch or division of Nova Scotia; A Nova Scotia Crown Corporation or agency; or An academic institution, health authority or other entity providing education, health
or social services funded by Nova Scotia.
9
(b) A Proponent’s performance of a project or agreement for which a reference was checked
by the Municipality was unacceptable, deficient, improper, incomplete or late according to such reference.
(c) A Proponent or proposed Sub-contractor is a party to a legal proceeding that discloses or
concerns improper, incomplete or negligent implementation of a project or part of a project or failure to comply with the term or condition of the agreement governing the project, and such legal proceeding has been initiated by any of the following: Another municipality in Nova Scotia; A department, branch or division of Nova Scotia; A Nova Scotia Crown Corporation or agency; or An academic institution, health authority or other entity providing education, health
or social services funded by Nova Scotia.
(d) A Proponent or proposed Sub-contractor has initiated a legal proceeding against any entity listed above, and the Municipality is of the opinion that its existence is likely to adversely affect working relationships under the Agreement.
If the Municipality determines that a Proponent’s record of past performance is unsatisfactory, the Municipality may, in its absolute discretion, disqualify the Proponent and reject the Proposal. If a Proponent is disqualified on the basis of past performance, the Municipality may proceed to assess the past performance of the next-best-ranked Proponent.
Negotiation and Contract Execution
Selection of Top-Ranked Proponent
The top-ranked Proponent, as established through the evaluation process described above, will receive a written invitation to execute the Form of Agreement (see Appendix E) or to enter into contract negotiations, as the case may be.
When No Negotiations Required
If the Municipality does not require the terms of the Agreement with the top-ranked Proponent to be negotiated, and if the top-ranked Proponent indicated in its Proposal that it does not require any changes to the Form of Agreement as provided in Appendix E: Form of Agreement, it shall specify by written notice to the top-ranked Proponent that no negotiations are required. The top-ranked Proponent shall then return an executed copy of the Form of Agreement within the timeframe specified by the Municipality in Section 1.3 and Appendix A: RFP Data Sheet.
The Form of Agreement in such circumstances shall be executed without substantial amendment, except for changes, modification or additions:
(a) To those provisions or parts of the form of Agreement that are expressly indicated as being
subject to completion or finalization, or which the Municipality determines in its discretion require completion or finalization;
(b) That are necessary to create or provide for a legally complete, enforceable and binding
agreement, or
10
When Negotiations Required
The Municipality may invite the top-ranked Proponent, as determined through the evaluation process, to enter into negotiations to finalize the Agreement. Any negotiations will be subject to the process rules contained in this NRFP and will not constitute a legally binding offer to enter into a contract on the part of the Municipality or the Proponent. The terms and conditions found in Appendix E: Form of Agreement are to form the basis for commencing negotiations between the Municipality and the Proponent. Negotiations may include requests by the Municipality for supplementary information from the Proponent to verify, clarify or supplement the information provided in its Proposal or confirm the conclusions reached in the evaluation and may include requests by the Municipality for improved pricing or performance terms from the Proponent.
Timeframe for Negotiations
If negotiations are required with the top-ranked Proponent, the Proponent shall provide all requested information to the Municipality (including a mark up of any proposed edits to the form of Agreement) with the NRFP timeframe as set out in Section 1.3 and Appendix A: RFP Data Sheet. The Proponent and the Municipality shall conduct all negotiations expeditiously. Should either party decide at any time that negotiations are not proceeding satisfactorily, either party may cease negotiations without prejudice.
The Municipality intends to conclude negotiations with the top-ranked Proponent in the timeframe outlined in Section 1.3 and Appendix A: RFP Data Sheet. If the parties cannot conclude negotiations and finalize the Agreement within that time period, the Municipality may, in its sole discretion (without obligation), discontinue negotiations with the top-ranked Proponent and invite the next-best-ranked Proponent to enter into negotiations to execute a contract. This process shall continue until:
(a) An Agreement is successfully negotiation and finalized; (b) There are no more eligible Proponents remaining; or (c) The Municipality elects to cancel the NRFP process.
If the Municipality and a Proponent successfully negotiate the Agreement, the Municipality will prepare the finalized Agreement for signing by both parties. There will be no legally binding relationship created with any Proponent prior to the signing of the Agreement, and the performance of the Services will not commence until the Agreement is fully signed by both the Proponent and the Municipality.
Notification to Proponents
A Proponent that is disqualified during the evaluation process will be notified of the disqualification. The Municipality will notify all Proponents of the outcome of the NRFP process after the Agreement is signed. If the Municipality decides not to enter into an Agreement with any Proponent, all Proponents will be given written notice of decision.
11
Proponents may request a debriefing after posting of the outcome of the procurement process. Proponents are encouraged to raise any concerns with the NRFP Contacts prior to submitting a formal complaint or commencing legal proceedings.
PROCUREMENT TERMS AND CONDITIONS
The submission of a Proposal shall be considered agreement to all the terms and conditions provided herein. Any Proposal containing exceptions to the terms and conditions of the NRFP or the resulting contract may be rejected by the Municipality for non-compliance.
General Information and Instructions
By submitting a proposal, the Proponent represents and warrants that:
(a) It has read, understood and considered this NRFP and all associated addenda prior to the Submission Deadline.
(b) Such Proposal is genuine and not false or collusive or made in the interest or on behalf of any person not therein named, and that the Proponent has not, directly or indirectly, induced or solicited any other Proponent to put in a false bid, or any other person, firm or corporation to refrain from bidding, and that the Proponent has not in any manner sought by collusion to secure to the Proponent an advantage over any other Proponent.
(c) It has sufficiently informed itself in all matters affecting the performance of the work or the furnishing of the labour, supplies, materials, equipment or service called for in the procurement documents.
(d) It has checked its Proposal for errors and omissions.
(e) The amounts stated in its Proposal are correct.
(f) It is familiar with and will abide by all Federal and Provincial laws and regulations and all
bylaws and policies of the Municipality that may affect the performance of the Proponent in fulling the contract or the persons engaged or employed in the performance of the Agreement.
Proponent Conduct
The Municipality expects employees and contractors in its employ to conduct themselves appropriately with respect to human rights, occupational health and safety, and environmental stewardship. Conduct detrimental to the Municipality by a Proponent or any of its employees, agents, contractors or representatives may lead to disqualification.
For more information about the Municipality’s expectations regarding its employees’ and contractors’ conduct, please see the Municipal policies listed in Appendix F: Municipal Policies.
COVID-19 Statement
The Municipality expects employees and contractors to fully adhere to the advice and current guidelines of the Chief Medical Officer of Health for the Province of Nova Scotia.
12
The novel Coronavirus (COVID-19) pandemic is a severe public health event and appropriate precautions must be followed by everyone to ensure continued health and safety of our communities.
No Lobbying
A Proponent shall not, in relation to this NRFP or the evaluation and selection process, engage directly or indirectly in any form of political or other lobbying whatsoever to influence the selection of the successful Proponent. Any attempt by the Proponent or any of its employees, agents, contractors or representatives to contact members of Municipal Council, Municipal staff or members of the evaluation committee not identified as contacts in this NRFP with respect to this NRFP prior to the Council awarding the contract for this NRFP may lead to disqualification and the rejection of the Proponent’s Proposal.
For information about how to make inquiries regarding this NRFP, see Section 3.2.
Illegal or Unethical Conduct
Proponents shall not engage in any illegal business practices, including activities such as bid- rigging, price-fixing, bribery, fraud, coercion or collusion. Proponents shall not engage in any unethical conduct, including lobbying, as described above, or other inappropriate communications; offering gifts to any employees, officers, agents, elected or appointed officials or other representatives of the Municipality; submitting Proposals containing misrepresentations or other misleading or inaccurate information; or any other conduct that compromises or may be seen to compromise the competitive process provided for in this NRFP. If at any time it shall be found that the person, firm or corporation to whom a contract has been awarded has, in presenting any bid or bids, colluded with any other party or parties, then the Proponent to whom the contract was so awarded shall be liable to the Municipality for all loss or damage which the Municipality may suffer thereby, and the Municipality may advertise for a new contract and for said labour, supplies, materials, equipment or service.
Cost of Proposals
Proponents are solely responsible for their own expenses incurred as a result of their participation in the procurement process, including, but not limited to, the preparation and submission of the Proposal, the presentation of the Proposal (if applicable), and any travel incurred from attending interviews and/or negotiations related to the Agreement.
Procurement Process Non-Binding
No Contract “A” and No Claims
This NRFP process is not intended to create and shall not create a formal, legally binding bidding process and shall instead be governed by the law applicable to direct commercial negotiations. For greater certainty and without limitation:
(a) This NRFP shall not give rise to any Contract “A” based tendering law duties or any other
legal obligations arising out of any process contract or collateral contract; and (b) Neither the Proponent nor the Municipality shall have the right to make any claims (in
contract, tort or otherwise) against the other with respect to the outcome of the NRFP process, including any decision by the Municipality to enter into an Agreement with a
13
Proponent, any decision by the Municipality not to enter into an Agreement with a Proponent or a decision by a Proponent to withdraw its Proposal.
No Contract until Execution of Written Agreement
This NRFP process is intended to identify prospective service providers for the purposes of negotiating potential agreements. No legal relationship or obligation regarding this procurement or any good or service shall be created between the Proponent and the Municipality by this NRFP process until the successful negotiation and signing of a written Agreement for the acquisition of the Services.
Non-binding Price Estimates
While the pricing information provided in proposals will be non-binding prior to the signing of a written Agreement, such information will be assessed during the evaluation of the proposals and the ranking of the Proponents. Any inaccurate, misleading or incomplete information, including withdrawn or altered pricing, could adversely impact any such evaluation or ranking or the decision of the Municipality to enter into an Agreement for the Services.
No Guarantee of Volume of Work or Exclusivity of Contract
The Municipality makes no guarantee of the value or volume of work to be assigned to the successful Proponent. The Agreement may not be an exclusive contract for the provision of the described Services. The Municipality may contract with others for goods and services the same as or similar to the Services or may obtain such goods and services from the Municipality’s own resources.
Confidential Information
Confidential Information of the Municipality
All information provided by or obtained from the Municipality in any form in connection with this NRFP either before or after the issuance of the NRFP (a) is the sole property of the Municipality and must be treated as confidential; (b) is not to be used for any purpose of that replying to this NRFP and the performance of the Agreement for the Services; and (c) must not be disclosed without prior written authorization from the Municipality.
Confidential Information of the Proponent
Proponents agree to public disclosure of the contents of its submission in response to the NRFP subject to the provisions of the Municipal Government Act (Nova Scotia) relating to Freedom of Information and Protection of Privacy. Anything in the submission that the Proponent considers to be personal information or confidential information of a proprietary nature should be marked “confidential” and will be subject to appropriate consideration of the Municipal Government Act (Nova Scotia) as noted above. The work described in this NRFP is being conducted with public funds, and the fees and expenses proposed in the Proponent’s submission may be made public.
Reserved Rights of the Municipality
Reserved Rights
(a) make public the names of any or all Proponents;
14
(b) waive minor formalities that do not constitute mandatory submission requirements or
mandatory technical requirements; (c) verify with any Proponent or with a third party any information set out in a Proposal;
(d) suspend or cancel this NRFP at any time for any reason without penalty;
(e) modify the terms of this NRFP at any time in its sole discretion; (f) reject any and all Proposals or accept any Proposal or part thereof and may award all or a
portion of the work to one or more Proponents; (g) accept a Proposal other than the highest scoring Proposal; (h) name a successful Proponent on the basis of initial offers received or to further request
from Proponents a “best and final offer”; (i) reject any or all Proposals and to award the contract in its entirety, or in part, whichever, in
its opinion, best serves the interests of the Municipality; (j) waive any informalities, formalities, technicalities or to reject any or all Proposals based on
incomplete proposals, the Proponent’s lack of proven experience, performance on similar projects or the suitability of proceeding with the execution of the work;
(k) reject the proposal of any Proponent if, after an investigation of the information submitted
by the Proponent, the Proponent fails to satisfy the Municipality that the Proponent is properly qualified to carry out the obligations of the contract and to complete the work contemplated therein.
(l) issue a new NRFP for the same or similar Services.
Amendments to NRFP by Municipality
(a) The Municipality may amend the NRFP by posting written addenda to the location specified in Appendix A: NRFP Data Sheet no later than 48 hours before the Submission Deadline.
(b) Proponents are responsible for accessing and reviewing any addenda that have been issued.
(c) Only if the Municipality issues a formal addendum to the NRFP will any changes to the NRFP or resulting Agreement be effective.
Over-budget Proposals
If all Proposals exceed the Municipality’s estimated contract value, the Municipality may, in its discretion:
(a) Award the contract for the proposed amount;
(b) Negotiate changes in the scope of work with the highest scoring proponent to achieve an
acceptable contract price; or
(c) Cancel the NRFP and conduct a new procurement for the same or similar Services.
15
By submitting a Proposal, each Proponent agrees that:
(a) Neither the Municipality nor any of its employees, officers, agents, elected or appointed officials, advisors or representatives will be liable, under any circumstances, for any claim, loss or damage arising out of this Proposal process including, but not limited to, costs of preparation of the Proposal, loss of profits, loss of opportunity or any other claim;
(b) The Proponent irrevocably waives any claim for any compensation of any kind whatsoever, including claims for costs of preparation of the Proposal, loss of profit or loss of opportunity by reason of the Municipality’s decision to not accept the Proposal submitted by the Proponent, to enter into an agreement with any other supplier or Proponent (including a non-compliant Proponent) or to cancel this RFP process; and
(c) In the event of competent jurisdiction determines that (a) and/or (b) is inapplicable or unenforceable, the Municipality’s liability in such circumstances shall be limited to the lesser of $2,500 and the Proponent’s costs of preparing its Proposal.
Conflict of Interest
Proponents and their employees shall take all reasonable steps to ensure avoidance of all direct or indirect conflicts of interest between any of their individual interests and those of the Municipality and any named partners of the Municipality as specified in this NRFP. If the Proponent or any one of its personnel becomes aware of any reasonable possibility of any such conflicts, then the Proponent shall promptly disclose to the Municipality the facts and circumstances pertaining to same. The Municipality may reject any Proposal if the Municipality, in its sole discretion, determines that an actual or potential conflict of interest exists.
Interpretation
The terms and conditions in this NRFP are (a) intended to be interpreted broadly and independently (with no particular provision intended to limit the scope of any other provision); and (b) non-exhaustive and shall not be construed as intending to limit the pre-existing rights of the parties to engage in pre-contractual discussions in accordance with the common law governing direct commercial negotiations. Any Proponent who believes that this RFP contains an error, inconsistency or omission should submit a Request for Information prior to the Submission Deadline.
APPENDIX A
1.1 Services to be Provided
Audit services for the Consolidated Financial Statements of the Municipality of the County of Kings and act as the Municipal Auditor for the fiscal years ending March 31, 2022; March 31, 2023; March 31, 2024; March 31, 2025 and March 31, 2026.
The Municipality utilizes fund accounting in accordance with generally accepted accounting principles adopted for Nova Scotia Municipalities as defined in the Financial Reporting and Accounting Manual (FRAM) and as outlined in the Canadian Public Sector Accounting Standards. Five other entities in which the Municipality participates both financially and in the decision-making process are proportionately consolidated into the financial statements of the Municipality. These organizations are audited by other accounting firms. The Municipality has reporting obligations to the Nova Scotia Department of Municipal Affairs and Housing, and to the Utility and Review Board, as well as to Council and the public. The audited financial statements and unaudited schedules are submitted to these governmental bodies.
NRFP Section
NRFP Issuance Date November 8, 2021
Request for Information Period From NRFP Issuance Date until November 22, 2021
Submission Deadline November 29, 2021 12:00pm, Atlantic Standard Time
Municipality issues Notice to top- ranked Proponent, specifying top- ranked Proponent and whether negotiations are required pursuant to Section 4.3.2 or 4.3.3.
December 17, 2021
Top-ranked Proponent submits either (i) an executed Agreement as per Section 4.3.2 or (ii) changes to the Form of Agreement pursuant to Section 4.3.4 of the NRFP
January 7, 2022
Execution of Agreement (or cessation of negotiations) pursuant to Section 4.3.4
February 1, 2022
1.4 NRFP Contacts
Manager of Financial Reporting
Financial Analyst
Proposals must be submitted electronically, prior to the Submission Deadline, through the Municipality of the County of Kings Portal (the “Municipal Web Portal”) at https://www.countyofkings.ca/business/tenders.aspx. A one-time registration to create an account may be required.
Proposals submitted by any other method, including personal delivery, courier, fax or email, are not permitted and will not be considered. It is the Proponent’s responsibility to ensure that the Proposal is received by the Municipality through the Municipal Web Portal before the Submission Deadline. The onus for submitting proposals on time and at the specified location rests with the Proponent. For assistance in using the Municipal Web Portal, Proponents can contact the NRFP Contacts.
3.3.2(b) General Requirements for Submission – Submission Parts
Proposals must be submitted in two parts:
1. Technical Submission; and 2. Cost Submission.
The Technical Submission must be submitted as a separate file (or package of files) from the Cost Submission.
Each file name should include the project number, the name of the Proponent and whether the file (or package of files) is the Technical Submission or the Cost Submission.
3.3.2(c) General Requirements for Submission – Submission Format
Proposals must be submitted in PDF format.
5.4.2(a) Amendments by the Municipality – Location
See the Municipal Web Portal at https://www.countyofkings.ca/business/tenders.aspx.
APPENDIX B
A. PROJECT OVERVIEW
Audit services for the Consolidated Financial Statements of the Municipality of the County of Kings and act as the Municipal Auditor for the fiscal years ending March 31, 2022; March 31, 2023; March 31, 2024; March 31, 2025 and March 31, 2026.
B. SCOPE OF WORK
The accounts of the Municipality shall be kept and reported on as required by the Financial Reporting & Accounting Manual (FRAM) prescribed by the Minister of the Department of Municipal Affairs, as amended from time to time. A Registered Municipal Auditor is appointed to conduct an annual audit of the Municipality’s financial records that will enable the Municipal Auditor to express, on the basis of sufficient and appropriate audit evidence, an objective opinion on the fairness of the presentation of the consolidated financial position, results of operations and changes in capital position of the Municipality in accordance with generally accepted accounting principles adopted for Nova Scotia Municipalities as defined in the FRAM and as outlined in the Canadian Public Sector Accounting Standards. The deadline for preparation and presentation of the consolidated audited financial statements is the September Council Meeting. Secondary Objectives (a) Provide a report on any significant weaknesses in internal control systems noted during
the audit; (b) Provide guidance in the implementation of the principles outlined in FRAM and under the
Canadian Public Sector Accounting Standards, as required; (c) Provide guidance in the implementation of the principles outlined in the Utility and Review
Board Accounting Handbook for utilities, as required; (d) Provide accounting advice, as requested. In order to provide timely and appropriate auditing services, the Municipality expects a system of service delivery that responds to the following requirements:
Ease of accessibility to municipal staff Preparedness to respond to limited time frames Direct consultation with the Committee designated by Council to act as the Audit
Committee, Consistency and continuity of advice Cost effectiveness and monitoring of costs Availability to attend meetings of the Municipality, as required, to report on the annual
audit or other specific matters on which advice was requested.
Prior year financial statements are available on the Municipal Website. The table on the following page provides an overview of the Municipality and its typical annual volume of financial transactions.
Type of Transaction Annual Volume
Description
Payroll – total payments 2,480 Processed bi-weekly by the Municipality
Employees 87 Approximately 77 full time and 10 part time.
Invoices – Operating/Capital 4,570 Processed Weekly
Cash Receipts Processed 10,750 May and September peak periods
Accounts Receivable invoices issued (non tax/utility)
530 Various other municipal revenues
Operating Budget $49,560,000 Fiscal 2021/22
Capital Budget $13,450,000 Fiscal 2021/22
C. ANTICIPATED PROJECT TIMELINES
Milestone Anticipated Completion Date
Present annual audit plan and strategy to the Municipal Audit Committee
Annually (May)
Audit fieldwork Annually (July)
Audit completion and presentation of results to Audit Committee and Council
Annually (September)
APPENDIX C
ADDITIONAL TECHNICAL SUBMISSION REQUIREMENTS AND COST SUBMISSION FORMAT
A. Additional Technical Submission Requirements In addition to the requirements in Section 3.5.1 of the NRFP, the Proponent’s Technical Submission should include the following
Information of a general nature on the firm and the current total staffing and clients of the firm. For comparative purposes, proponents are requested to describe their experience and resources as it relates to municipal audits, and provide relevant references. In addition, specific information shall be included with respect to those staff members who are proposed to have direct responsibility for the Audit including: Name and credentials Training and experience Position in the firm Proposed relationship to the client Availability for other work on client’s behalf Individual fee scale of audit staff and related firm specialists Anticipated general field of activity on behalf of the Municipality Area of practice in the firm Identification of the registered Municipal Auditor responsible for the audit and proof of
registration
Transition Proposals should include a description of the Proponent’s requirements to assume work on behalf of the Municipality. All assumptions and recommendations about the manner in which the Municipality’s audit will be transferred must be outlined in detail. Include resources and time requirements for the Proponent. Audit Approach Proposals should include a description of the firm’s audit approach that will be used for the Municipality’s audit including key target dates. Additional Services Proposals should demonstrate the firm resources that would be available to provide additional services when required. Including but not limited to subject matter experts in areas such as Harmonized Sales Tax (HST) regulations, and Public Sector Accounting Standards.
B. Cost Submission Format Instructions
Proponent’s Cost Submission should be presented in the following format:
Costs Proposals shall include a detailed description of all costs and the recommended method of billing and payment. For comparative purposes, it is preferable that cost information be reported in the following manner:
Annual Audit Fee scales associated with various members of the firm who will be assigned to the
audit. Years one and two shall be a firm commitment; years three, four and five an estimate based on current information. In no event would the cost of services provided in year three, four, or five exceed 10% of the cost of year two.
Anticipated hours required to complete the audit. Total audit costs Items that would be assumed to be provided by municipal staff in order to reduce
costs. Whether or not the total audit cost above is fixed or if it will vary as the actual hours
vary. Component audit fees related to working with and gathering information from the
auditors of the Municipalities five consolidated entities. Other Services Services to be charged at a flat rate and fee requested for each. Services to be charged at an hourly rate and the rates to be charged for each. General Information Disbursement items charged. Other charges or charging methods proposed.
Representations regarding final costs must be inclusive of applicable taxes.
APPENDIX D
EVALUATION CRITERIA
The evaluation of proposals will follow a three step qualitative scoring system. Step 1 – Technical Proposal Scoring The evaluation of the Technical Proposals shall be based on the following:
i. Methodology Does Proponent understand project objectives? All components addressed? Enough detail to ensure methodology is well thought out? Innovative approaches?
Maximum points to be awarded: 5
ii. Technical Ability Experience with similar projects Proven ability with similar projects Description of similar projects and references
Maximum points to be awarded: 10
iii. Project Team What experience does team have with similar projects? Qualifications of key personnel, including back up personnel Communications and reporting
Maximum points to be awarded: 10
iv. Engagement Plan Maximum points to be awarded: 30
v. Quality of Proposal
Maximum points to be awarded: 5
vi. Value Added/Innovation Maximum points to be awarded: 5
Step 2 – Cost Submission Scoring Maximum points to be awarded: 30
Cost Submission Scores shall be calculated using the following formula:
=

Where: CSC = Cost Submission Score MPA = Maximum points to be awarded LCP = Lowest Cost Proposal PC = Proposal Cost
Step 3 – Contract Risk Evaluation Proponents who confirm in their Technical Submission their complete acceptance of the Municipality’s Form of Agreement (Appendix E) will receive 5 points towards the overall scoring of their submission. Final Step - Total Combined Score Total Combined Score = Technical Proposal Score + Cost Submission Score + Contract Risk Score The evaluation committee shall recommend to the applicable Municipality purchasing authority that the contract be awarded to the Proponent whose proposal receives the highest Total Combined Score of all the compliant Proposals.
APPENDIX E
Action Plan for Ending Racism and Discrimination in the Municipality of the County of Kings Business Expense FIN-05-018 Procurement Policy FIN-05-006 Reserves Policy FIN-05-017 Surplus Allocation Policy FIN-05-014 Tangible Capital Assets FIN-05-012 Other Finance Policies
1
FORM OF AGREEMENT
This Agreement made on [insert date of Agreement] (the “Effective Date”).
BETWEEN:
MUNICIPALITY OF THE COUNTY OF KINGS, a body corporate governed by the Municipal Government Act (Nova Scotia) and having an office at 181 Coldbrook Village Park Dr., Coldbrook, NS (the “Municipality”);
and
[INSERT NAME OF SERVICE PROVIDER AND ADDRESS] (the “Service Provider”)
(each a “Party” and together, the “Parties”)
BACKGROUND:
A. The Municipality issued a Non-Binding Request for Proposals, Project Reference #21-17 (“NRFP”).
B. The Service Provider was the successful proponent under the NRFP.
C. The Municipality wishes to engage the Service Provider to provide the Services (as defined herein) in connection with the Project.
In consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the Parties agree as follows:
Article 1. SCHEDULES.
This Agreement contains the following Schedules, which are incorporated in, and form part of this Agreement:
Schedule 1: General Terms and Conditions Schedule 2: Contract Price and Payment Terms Schedule 3: Project Description and Services Schedule 4: Proposal Extracts
Article 2. DEFINITIONS.
In this Agreement the following terms shall have the following meanings:
a) “Agreement” means this agreement in writing between the Parties, including the recitals, and any schedules attached hereto, as it may be amended or supplemented from time to time; and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and unless otherwise indicated, references to section are to sections in this Agreement.
b) “Contract Price” means as set out in Schedule 2 of this Agreement.
2
c) “Deliverables” means all base materials, information, research results, computer programs, data analyses, drawings, documents and notes or materials of any type whatsoever developed or prepared by the Service Provider (or its employees, subcontractors or employees of its subcontractors) in performance of the Services and otherwise arising out of the Service Provider’s engagement under this Agreement.
d) “Event of Force Majeure” means any cause beyond the control of the Municipality or the Service Provider which prevents the performance by either party of any of its duties, liabilities and obligations under this Agreement not caused by its default or act of commission or omission and not avoidable by the exercise of reasonable effort or foresight by that Party including explosion, fire, casualty or accidents, epidemics, cyclones, earthquakes, floods, droughts, war, civil commotion, terrorism, blockade or embargo, and acts of God, but excluding lack of or insufficient financial resources to discharge and pay any monetary obligations and excluding increases in commodity prices, inability to obtain labour, equipment or materials, strikes, lockouts or other labour disputes.
e) “General Terms and Conditions” or “GC” means the Agreement’s General Terms and Conditions, attached to this Agreement as Schedule 1.
f) “Liquidated Damages” means an amount equal to N/A for each day a Period of Delay continues.
g) “Municipality Party” means any agency, board or commission owned, governed or controlled by or affiliated with the Municipality (including inter-municipal arrangements to which the Municipality is a party).
h) “NRFP” has the meaning as set out in the recitals to this Agreement.
i) “Period of Delay” means the days during which the Service Provider fails to complete the Services or any part of the Services.
j) “Project” means the Project as described in Schedule 3.
k) “Proposal” means the response to the NRFP as provided by the Service Provider.
l) “Proposal Extracts” means the documents attached as Schedule 4.
m) “Service Provider IP” means the Service Provider’s pre-existing intellectual property or derivatives thereto, owned by the Service Provider and used in the performance of the Services.
n) “Services” mean the work, tasks, activities, materials and other deliverables to be performed or provided by the Service Provider as described in Schedule 3 and the Proposal Extracts.
o) “Term” means the period commencing as of the Effective Date until the Services are acceptably completed (as determined by the Municipality, acting reasonably) or until the earlier termination of the Agreement in accordance with this Agreement.
All other capitalized terms shall have the meaning ascribed to them in this Agreement.
Article 3. INTERPRETATION.
a) Headings. The division of this Agreement into sections and the insertion of the recitals and headings are for convenience and reference only and shall not affect the construction or interpretation of the Agreement.
b) Currency. All transactions referred to in this Agreement will be made in Canadian Dollars.
3
c) Accounting Terms. All accounting terms not specifically defined shall be construed in accordance with Canadian Generally Accepted Accounting Principles.
d) Time is of the Essence. Time shall be of the essence in this Agreement.
e) Days. All references to “days” in this Agreement shall refer to calendar days. In the event that any date on which any action is required to be taken under this Agreement is not a business day, such action shall be required to be taken on the next succeeding day which is a business day unless otherwise provided in this Agreement.
f) Interpretation. Wherever in this Agreement the context so requires, the singular number shall include the plural number and vice versa and any gender used shall be deemed to include the feminine, masculine or neuter gender and “person” shall mean an individual, partnership, consortium, corporation, joint venture or other entity or government or any agency, department or instrumentality thereof and vice versa.
Article 4. ENGAGEMENT FOR SERVICES.
The Municipality hereby engages the Service Provider for the Term to render the Services. The Service Provider hereby accepts the engagement and covenants to render the Services in accordance with this Agreement and in a timely manner and at such times as are agreed upon by the Service Provider and the Municipality.
Article 5. CONTRACT PRICE.
The Municipality shall pay the Service Provider the Contract Price, in accordance with the terms set out in this Agreement.
Article 6. MODIFICATION OF CONTRACT PRICE.
Without limiting the generality of Article 5, the Contract Price may be modified to reflect any change in the scope of Services pursuant to GC 1.03, and any extension of the Services to a Municipality Party pursuant to GC 1.02.
Article 7. LICENSING AND REGISTRATION.
In addition to the representations and warranties contained in GC 4, the Service Provider represents and warrants that:
a) it is registered to conduct business in the Province of Nova Scotia, and it shall remain so registered for the duration of the Term.
b) as may be required by Project, the Service Provider’s employees and subcontractors are licensed, certified, registered or otherwise authorized to provide the necessary professional services to the full extent that may be required by law and applicable professional associations and shall maintain such license, certification, registration or authorization for the duration of the Term.
Article 8. INSURANCE.
During the term of this Agreement, the Service Provider shall carry the following insurance:
a) General Liability Insurance. General liability insurance covering the services and operations of the Service Provider for bodily injury and/or property damage with policy limits of not less than $5,000,000 per occurrence. Such policy shall include the following:
4
b) Professional Liability Insurance. Professional liability insurance covering the services provided by the Service Provider with policy limits of not less than $5,000,000 per claim and in the aggregate. The Service Provider shall obtain such insurance when the Service Provider subcontracts for any work from such a design professional, and prior to the submission of construction documents. Any design professional required to obtain professional liability insurance must maintain proof of insurance for the term of the Agreement.
Article 9. PARTIES’ REPRESENTATIVES. Unless otherwise specified in writing to the Service Provider, for the purpose of this Agreement, the Parties’ representatives for this Agreement shall be as follows:
Municipality representative Service Provider representative
The Municipality of the County of Kings 181 Coldbrook Village Park Drive, Coldbrook NS, B4P 1B9 Fax: 902-679-9279 Attention: Mike Livingstone, CPA, Manager of Financial Reporting Email: mlivingstone@countyofkings.ca
Article 10. NOTICES. All notices, consents or other communications other than day-to-day communications, provided for under this Agreement shall be in writing and shall be deemed to have been duly given and to be effective, if addressed to a Party’s representative pursuant to Article 9 and
a) if mailed, three business days after being deposited in the post as registered, postage prepaid, return receipt requested, or
b) if delivered or sent by electronic communication, on the date of delivery, to the appropriate Party’s representative at the respective addresses specified in this Article.
[Signature page follows]
5
IN WITNESS WHEREOF the Parties hereto have executed this Agreement under their respective corporate seals and by the hands of their duly authorized representatives.
THE MUNICIPALITY OF THE COUNTY OF KINGS
[INSERT NAME OF SERVICE PROVIDER]
Signature Signature
Signature Signature
1
GENERAL TERMS AND CONDITIONS
GC 1. SERVICES ............................................................................................................................... 1 GC 2. COMPENSATION AND EXPENSES ........................................................................................ 2 GC 3. TERMINATION ........................................................................................................................ 3 GC 4. REPRESENTATIONS, WARRANTIES AND COVENANTS ...................................................... 4 GC 5. DELAY, DEFAULT, AND SUSPENSION OF SERVICES .......................................................... 6 GC 6. CONFIDENTIALITY AND PUBLICITY ...................................................................................... 8 GC 7. FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY .......................................... 8 GC 8. INTELLECTUAL PROPERTY ................................................................................................... 9 GC 9. WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION ...................................... 10 GC 10. INSURANCE .......................................................................................................................... 12 GC 11. MISCELLANEOUS ................................................................................................................. 12
GC 1. SERVICES
GC 1.01. Standards. The Service Provider shall provide continuous and uninterrupted Services to the highest standard of care, skill and diligence maintained by persons providing similar services. In the performance of the Services, the Service Provider shall act honestly and in good faith with a view to the best interests of the Municipality. Should any work or materials be required for the proper performance of the Agreement which are not expressly or completely described in the Agreement and are reasonably associated with or necessary for the proper and timely performance and provision of the Services, then such work or materials shall be deemed to be implied and required by the Agreement and the Service Provider shall furnish them as if they were specifically described in the Agreement as part of the Services.
GC 1.02. Extension of Services to Related Entities. The Municipality may, at their option, upon not less than 30 days’ written notice to the Service Provider, extend the scope of the Agreement to a Municipality Party on the same terms and conditions as contained in the Agreement. The Parties agree that each Municipality Party shall execute and become a Party to this Agreement.
GC 1.03. Changes. In addition to the rights as outlined in Section GC 1.02, the Municipality shall also have the right to request a change to the scope of Services by providing a written request to the Service Provider which will include the nature of the change requested. The Service Provider will assess the change and within five days will provide a written response indicating (i) the estimated cost of implementing the change (if any) and (ii) the estimated time required to implement the change. The Service Provider will not proceed with implementing the change unless the Parties agree in writing to the change.
GC 1.04. Improvements and Efficiencies. The Service Provider shall at its cost continuously develop and implement improvements and efficiencies in the performance of its Services through improved familiarity with the environment, redeployment of resources, workload balancing, lowering unit costs through utilization of shared equipment, simplified and streamlined processes, lower carrying and delivering charges and other strategies. The Service Provider will identify all potential performance improvements and efficiencies to the Municipality and
Schedule 1 General Terms and Conditions
2
shall at the same time provide the Municipality with a calculation of the corresponding savings to the Service Provider and the costs of providing such Services. The Municipality will assess whether the proposed performance improvements and efficiencies may be carried out without compromising the service standards and if the Municipality approves same, the Service Provider will implement such improvements and efficiencies for the benefit of the Municipality.
GC 1.05. Value Added Services. The Service Provider shall provide the Municipality with any value added services described in the Proposal Extracts. Such value added services shall be provided to the Municipality at no additional charge.
GC 1.06. No Substitutions. No exchanges of products, or substitute or alternate products or equipment will be used unless agreed to by the Municipality. All equipment, supplies and materials used by the Service Provider shall be in good working order and free from defects.
GC 1.07. Canadian Standards Association (CSA) Compliance. All machinery and electrical devices used shall conform to CSA standards and bear CSA approval labels. Costs of approval to obtain the required certification will be the sole responsibility of the Service Provider.
GC 2. COMPENSATION AND EXPENSES
GC 2.01. Costs and Expenses. The Service Provider shall be responsible for paying for:
(a) its own costs and expenses incurred in connection with the negotiation, preparation and execution and delivery of this Agreement;
(b) all necessary permits, licenses and approvals required for the execution of the Services (including, without limitation, permits, licenses and approvals obtained from the Municipality); and
(c) all materials, supplies and equipment for the performance of the Services, which are not otherwise included in the Contract Price.
GC 2.02. Taxes.
(a) HST. The Municipality will pay any HST payable in respect of the various goods and services provided by the Service Provider in accordance with the requirements under the Excise Tax Act (Canada). The Service Provider is and shall remain an HST registrant under the Excise Tax Act throughout the Term.
(b) Other Taxes. The Service Provider shall pay when due all other taxes, rates, duties, assessments and license fees that may be payable by the Service Provider under applicable law or levied, rated, charged or assessed by any governmental authority in respect of the provisions of the Services to the Municipality.
GC 2.03. Payment and Process for Payment. Reimbursement will be as set out in this Section and on the basis as set out in Schedule 2.
GC 2.04. Disputes. The amount of any reduction or increase in the Contract Price shall be determined by the Municipality and the Service Provider by taking into account any reduction or increase in capital or labour costs based on the pricing methodology, rates, and costs for the Services set forth in the Proposal. If the Municipality and the Service Provider are unable to agree on the appropriate reduction or increase in the Contract Price the matter shall be referred for resolution pursuant to binding arbitration in accordance with the Commercial Arbitration Act (Nova Scotia). The Municipality shall not be liable to the Service Provider for any loss (including
Schedule 1 General Terms and Conditions
3
loss of anticipated profit) or damage of any nature arising out of any reduction or deletion in Services.
GC 2.05. Set-off. The Municipality shall be entitled at all times to set-off any amount due or owing to the Service Provider by the Municipality under the Agreement against any amount or amounts for which the Service Provider is or may be liable by virtue of the Service Provider’s failure to comply with any statutory or regulatory requirement, any duty, or any obligation arising out of or relating to the performance of the Agreement. The Municipality shall also have the right to withhold any payment which relates to that portion of the Services which have not been provided by the Service Provider in accordance with the terms of the Agreement, or which relates to a dispute between the Parties (until such time as the dispute is resolved).
GC 3. TERMINATION
GC 3.01. Termination for Cause. The Municipality may terminate the Agreement immediately by giving the Service Provider notice in writing, if the Service Provider:
(a) In the opinion of the Municipality, fails to perform the Services or any portion thereof within the time stated in the Agreement for such completion;
(b) Becomes insolvent;
(d) Abandons the Services or the Project;
(e) Assigns the Agreement without the required written consent;
(f) Performs conduct detrimental to the Municipality;
(g) Has any conflict of interest which may, in the opinion of the Municipality, have an adverse effect on the Project, or
(h) Fails to cure the default of a material obligation in accordance with Section GC 5.04.
GC 3.02. Termination for Convenience.
(a) The Municipality may terminate the Agreement by giving the Service Provider 30 days’ advance notice in writing of the date on which the Agreement is terminated.
(b) In the event of termination pursuant to Section GC 3.02, the Municipality shall pay to the Service Provider all reasonable fees and distributions incurred by the Service Provider in accordance with the Agreement up to the date of termination. The Municipality shall have no further liability whatsoever to the Service Provider for any loss of profit or any losses suffered either directly or indirectly, by the Service Provider as a result of the termination of this Agreement.
GC 3.03. Material Adverse Changes. In the event of an adverse material change in the Municipality’s capital or operating budgets, the Municipality reserves the right to cancel or reduce its contractual obligations without penalty.
GC 3.04. Obligations on Termination. The Service Provider agrees that termination or suspension of the Agreement or a change to the Services to be provided under this Agreement does not operate so as to relieve or discharge the Service Provider from any obligation under this
Schedule 1 General Terms and Conditions
4
Agreement or imposed upon the Service Provider by law in respect to the Services or any portion of the Services that the Service Provider has completed.
GC 4. REPRESENTATIONS, WARRANTIES AND COVENANTS
GC 4.01. Authority. Each Party represents and warrants it has full power and authority to enter into and perform its obligations under this Agreement and the person signing this Agreement on behalf of the Party has been properly authorized and empowered to enter into such Agreement. Each Party further acknowledges that it has read all of the terms, conditions and provisions of this Agreement and understands all provisions thereof and agrees to be bound thereby.
GC 4.02. Title. The Service Provider warrants clear title to goods and equipment supplied by it in performance of the Services.
GC 4.03. Conflict of Interest. The Service Provider and its employees shall take all reasonable steps to ensure avoidance of all direct or indirect conflicts of interest between any of their individual interests and those of the Municipality. If the Service Provider or any one of its personnel becomes aware of any reasonable possibility of any such conflicts, then the Service Provider shall promptly disclose to the Municipality the facts and circumstances pertaining to same.
GC 4.04. Performance of Services. The Service Provider warrants that all Services will be performed with reasonable care, diligence and skill and at least in accordance with the standards of care generally practiced by competing providers of similar services.
GC 4.05. Compliance with COVID-19 Protocols. The Service Provider warrants that it will comply with all relevant authoritative guidance and governmental directives relating to COVID-19 workplace safety operating practices, including cleaning and disinfecting, employee wellness checks and sick leave and absenteeism policies, personal protective equipment, social distancing and limits on gatherings, masks and face coverings and hand washing. The Service Provider represents and warrants that all personnel working on the Project have received and will continue to receive safety training and information.
GC 4.06. Personnel. The Service Provider is solely responsible for all aspects of employment and labour relations in connection with its workforce. All employees of the Service Provider shall be under the direct management and sole supervision of the Service Provider. The Service Provider shall be responsible for all payroll functions and shall pay in a timely manner all salaries and benefits, taxes, employment insurance premiums, Canada Pension Plan premiums or contributions, Workers Compensation Act (Nova Scotia) assessments and any other assessments or contributions of any kind or nature whatsoever that are payable to any governmental authority in respect of the Service Provider’s employees. It is the express mutual understanding and intention of the Service Provider and the Municipality that the Service Provider is not a successor to, or common employer with the Municipality and nothing in the Agreement shall be construed, interpreted, understood or implied contrary to that mutual intention and understanding.
GC 4.07. Qualifications. The Service Provider shall ensure its employees are competent to perform the Services and are properly qualified, trained and supervised in keeping with the qualification, training and supervision provided by a reasonably prudent Service Provider of similar services in a public environment.
GC 4.08. Policies. The Service Provider shall require all of its employees and approved subcontractors performing Services to adhere to the policies and by-laws of the Municipality (https://www.countyofkings.ca/government/policies.aspx and https://www.countyofkings.ca/government/bylaws.aspx), as may be amended or replaced from time to time. The Service Provider shall ensure that any employees who do not meet the
Schedule 1 General Terms and Conditions
5
standards required by this Agreement do not provide Services at any facilities and are promptly removed from the work site. Failure to comply with these provisions constitutes a material breach of the Agreement entitling the Municipality to immediately terminate the Agreement pursuant to Section GC 3.01.
GC 4.09. Personnel Changes.
(a) The Service Provider shall use all reasonable efforts to minimize the possibility of changes in its human resources assigned to perform the Service Provider’s obligations under this Agreement. If a change is necessary, the Service Provider is required to promptly notify the Municipality. Notification shall include:
(i) the reason for the proposed change;
(ii) a comprehensive description of the proposed change; and
(iii) detailed resumes for each new proposed resource documents the resource’s specific relevant experience and expertise related to the Services, credentials, accreditations, awards and background.
(b) The Service Provider shall use all reasonable efforts to promptly replace such resource with another that is of at least equal competence.
(c) All resource replacements contemplated in this Section are subject to the Municipality’s written approval.
(d) The Service Provider shall bear all additional costs incurred as a consequence of any replacements.
GC 4.10. Use of Subcontractors.
(a) The Service Provider may, upon first obtaining the written approval of the Municipality, retain the services of a subcontractor as may be required to perform the Services. In seeking such approval, the Service Provider shall provide to the Municipality the names of any proposed subcontractors and activities to be performed by them.
(b) The Municipality, acting reasonably, shall be entitled to impose any term or condition in connection with any approval of any proposed assignment or subcontract in order to ensure the continued and effective provision of goods or services to the Municipality. Subcontracting or assigning the Agreement to any firm or individual whose current or past or other interests may, in the Municipality’s opinion, give rise to a conflict of interest in connection with the Agreement will not be permitted.
(c) The Service Provider shall be responsible for the performance of the Services under this Agreement and for the acts and omissions and errors of all subcontractors and of persons directly or indirectly employed or contracted by them and for coordinating activities of the approved subcontractors.
(d) For subcontractors retained by the Service Provider and approved by the Municipality, the Service Provider shall bind the subcontractors to a contract containing terms and conditions which are consistent with the terms of this Agreement.
(e) Nothing contained in this Agreement creates any contractual relationship between any of the Service Provider’s subcontractors and the Municipality.
Schedule 1 General Terms and Conditions
6
GC 4.11. Security. Only employees of the Service Provider specifically assigned to perform the Services or approved subcontractors pursuant to Section GC 4.10 will be allowed to enter the Municipality’s facilities or sites. Where required by the Municipality, the Service Provider shall ensure that all approved subcontractors and service representatives that enter the Municipality’s facilities or sites are reported to the Municipality’s representative, so that the Municipality’s representative will be aware of who is at the facility or site and the duration of that person’s visit. The Service Provider shall comply with all of the Municipality’s relevant policies relating to building security and card access systems and shall be held responsible for any damages or injuries resulting from the misuse or loss of keys and/or access cards.
GC 4.12. Criminal Record Checks.
(a) If requested by the Municipality at any time, the Service Provider shall ensure that their employees or subcontractors have security clearance, obtained from the Royal Canadian Mounted Police, Kentville Police Services or similar law enforcement agency, to work in any of the Municipality’s buildings and properties.
(b) If requested by the Municipality at any time, the Service Provider shall ensure that their employees or subcontractors have a Criminal Record Check and Vulnerable Sector Check. If this security clearance is not available, the reason for unavailability must be clearly stated, and may be grounds for removal of such employee or subcontractor from the Project at the discretion of the Municipality.
GC 5. DELAY, DEFAULT, AND SUSPENSION OF SERVICES
GC 5.01. Delay. Except when due to an Event of Force Majeure, if the Service Provider fails to complete the Services or any part of the Services by any date or deadline specified in the Agreement or approved change orders, the Municipality may elect to:
(a) Obtain substitute services from a third party, in which case the Service Provider must reimburse the Municipality for the di