June 29, 2016 NOTICE TO POTENTIAL PROPONENTS

Request for Proposal No. 9144-16-7161 For: The Provision of One (1) Senior Apex Developer (or Equivalent)

Two-Envelope System Please review the attached document and submit your Proposal to the address noted below by the closing deadline of 12:00 noon (local Toronto time) on July 13, 2016 Proposals will not be considered unless: Received by the date and time specified above; and Received at the address specified below. Submission by facsimile or e-mail is not acceptable. Only the names of the firms submitting Proposals will be read aloud at the public opening on the date of closing. Information and/or site meeting requirements:

Required: No Attendance Requirement: N/A

Date: N/A Time: N/A

Location: N/A Deadline for Questions (must be in writing):

July 7, 2016 at 12:00 noon (local Toronto time)

City Contact: Aimee Yang, Acting Senior Corporate Buyer

Purchasing and Materials Management Division (t) 416-397-4803, (f) 416-397-7779

(e) ayang@toronto.ca For convenience you may affix the following address label to the envelope(s) containing your submission. --------------------------------------------------------------------------------

COMPANY NAME:

RFP NO.: 9144-16-7161 CLOSING DEADLINE: 12:00 Noon

(local Toronto time)July 13, 2016

DELIVER TO: Chief Purchasing Official Purchasing and Materials Management Division 18th Floor, West Tower, City Hall 100 Queen Street West Toronto, ON, M5H 2N2

The Purchasing and Materials Management Division will not be held responsible for submission documents submitted in envelope(s) that are not labelled in accordance with the above instructions. Tenders/RFQ/RFP/Sales/Disposals are advertised on the City of Toronto Website: www.toronto.ca/purchasing

Michael Pacholok Director

Purchasing and Materials Management Division City Hall,18th Floor, West Tower 100 Queen Street West Toronto, Ontario M5H 2N2

Allison Philips Manager Professional Services

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TABLE OF CONTENTS

RFP 9144-16-7161

Notice to Potential Proponents ...................................................................................................................... 1 Table of Contents .......................................................................................................................................... 2 1.0 TERMINOLOGY ............................................................................................................................ 3

1.1 References to Labeled Provisions ....................................................................................... 3 1.2 Definitions .......................................................................................................................... 3 1.3 Interpretation ....................................................................................................................... 4 1.4 RFP Process Terms and Conditions .................................................................................... 4

2.0 PURPOSE ........................................................................................................................................ 5

2.1 Background ......................................................................................................................... 5 3.0 SCOPE OF WORK .......................................................................................................................... 5 3.1 Oracle APEX Developer ..................................................................................................... 5 3.2 Nature and Duration of Required Services ......................................................................... 5 3.3 Oracle APEX Developer responsibilities ............................................................................ 5

4.0 PROPOSAL EVALUATION AND SELECTION PROCESS ....................................................... 6 4.1 Selection Committee ........................................................................................................... 6 4.2 Selection Criteria ................................................................................................................ 6

4.3 Selection Process ................................................................................................................ 6 4.4 Schedule of Events .............................................................................................................. 7 4.5 Clarifications ....................................................................................................................... 7 4.6 Interviews or Demonstrations ............................................................................................. 8 4.7 Evaluation Results .............................................................................................................. 8 4.8 Negotiations and Agreement............................................................................................... 8

5.0 PROPOSAL SUBMISSION REQUIREMENTS ............................................................................ 9 5.1 General Overview ............................................................................................................... 9 5.2 Proposal Documentation and Delivery ............................................................................... 9 5.3 Proposal Content ............................................................................................................... 10 APPENDICES Appendix A RFP Process Terms and Conditions .................................................................................. 17 Appendix B Agreement Terms and Conditions .................................................................................... 24 Appendix C Standard Submission Forms ............................................................................................. 37 Appendix D Price Detail Form .............................................................................................................. 46 Appendix E Proposal Evaluation Table ................................................................................................ 47

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1.0 TERMINOLOGY 1.1 References to Labeled Provisions Each reference in this Request for Proposal to a numbered or lettered “section”, “subsection”, “paragraph”, “subparagraph”, “clause” or “subclause” shall, unless otherwise expressly indicated, be taken as a reference to the correspondingly labelled provision of this Request for Proposal (RFP). 1.2 Definitions Throughout this Request for Proposal, unless inconsistent with the subject matter or context, “Agreement” means any written contract between the City and a Vendor or any purchase order issued by the City to the Vendor with respect to the Services contemplated by this RFP, and shall be deemed to include the terms and conditions for the provision of the Services as set out in this RFP. “City” means the City of Toronto. "City Contact" means the City employee(s) designated as City Contact on the Notice to Potential Proponents for all matters related to the RFP call process.

“Conflict of Interest” includes, but is not limited to, any situation or circumstance where:

(a) in relation to the RFP process, the Proponent has an unfair advantage or engages in conduct, directly or indirectly, that may give it an unfair advantage, including but not limited to (i) having or having access to information in the preparation of its Proposal that is confidential to the City and not available to other Proponents; (ii) communicating with any person with a view to influencing preferred treatment in the RFP process including the giving of a benefit of any kind, by or on behalf of the Proponent to anyone employed by, or otherwise connected with, the City ; or (iii) engaging in conduct that compromises or could be seen to compromise the integrity of the open and competitive RFP process and render that process non-competitive and unfair; or

(b) in relation to the performance of its contractual obligations in the City contract, the Vendor’s other commitments, relationships or financial interests (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its contractual obligations;

“Council” means City Council. "may" and "should" used in this RFP denote permissive (not mandatory). “MFIPPA” means the Municipal Freedom of Information and Protection of Privacy Act. "must", "shall" and "will" used in this RFP denote imperative (mandatory), meaning Proposals not satisfying imperative (mandatory) requirements will be deemed to be non-compliant and will not be considered for contract award. “Project Manager” means the main contact person at the City for all matters relating to the project. “Proponent” means a legal entity that submits a Proposal. If two or more legal entities wish to submit a Proposal as a consortium, one member of the consortium must be identified as the Proponent with whom

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the City may enter into an Agreement, and the other member(s) must be identified as subcontractors to that Proponent. “Proposal” means an offer submitted by a Proponent in response to this RFP, which includes all of the documentation necessary to satisfy the submission requirements of the RFP. “RFP” means this Request for Proposal package in its entirety, inclusive of all Appendices and any bulletins or Addenda that may be issued by the City. “Services” means all services and deliverables to be provided by a Vendor as described in this RFP. “Statement of Work” or “SOW” means a Schedule to the Agreement made between the City and the Consultant describing the specific Services and deliverables to be provided to the City by the Consultant. “Vendor” means the successful Proponent with whom the City enters into an Agreement. 1.3 Interpretation In this RFP and in the Agreement, unless the context otherwise necessitates, (a) any reference to an officer or representative of the City shall be construed to mean the person

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

(b) a reference to any Act, bylaw, rule or regulation or to a provision thereof shall be deemed to

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

(c) all amounts are expressed in Canadian dollars and are to be secured and payable in Canadian

dollars; (d) all references to time shall be deemed to be references to current time in the City; (e) a word importing only the masculine, feminine or neuter gender includes members of the other

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

(f) any words and abbreviations which have well-known professional, technical or trade meanings,

are used in accordance with such recognized meanings; (g) all accounting terms have the meaning recognized by or ascribed to those terms by the Canadian

Institute of Chartered Accountants; and (h) all index and reference numbers in the RFP or any related City document are given for the

convenience of Proponents and such must be taken only as a general guide to the items referred to. It must not be assumed that such numbering is the only reference to each item. The documents as a whole must be fully read in detail for each item.

1.4 RFP Process Terms and Conditions This RFP process is governed by the terms and conditions in Appendix ‘A’.

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2.0 PURPOSE

1. The purpose of this RFP is to select a qualified Consultant to assume the role of a Senior Oracle Apex Developer (or an equivalent positions as approved by the City) for a duration of five (5) months, for the Public Health Division of the City of Toronto as generally described in Article 3.0 of this RFP, particularly Form 3 – Skills Evaluation Template.

2.1 Background

1. The City of Toronto’s Public Health Division, Information & Technology section is

currently supporting several Oracle APEX-based applications as part of several ongoing projects (A number of these applications have been established since 2010).

2. The Oracle APEX environment of Public Health was recently upgraded to version 5.x and

the Public Health’s I&T group has determined that a number of the existing Oracle APEX applications should be upgraded to Oracle APEX 5.x. This upgrade will require some redesign the adoption of new application templates as well as some functional upgrades (where necessary).

3. Staff have also identified a selected number of new projects within Public Health that will

also require new Oracle APEX applications. 3.0 SCOPE OF WORK 3.1 Oracle APEX Developer

1. The Consultant and the Manager of the Information & Technology Section within the Public Health Division will mutually agree upon SOWs describing the Services to be provided and specific deliverables and associated milestone payments.

2. The Services are project related. 3.2 Nature and Duration of Required Services

1. The City’s Public Health Division requires the Services of one (1) Oracle APEX Developer,

having the skill sets set forth in Article 5.3.

2. The Consultant will be required to work at a designated Public Health location in the downtown Toronto area, seven (7) hours per day, five (5) days per week.

3.3 Oracle APEX Developer responsibilities Major responsibilities and deliverables include the following:

1. Assist in the development of a new APEX 5.x app framework; 2. Develop new APEX apps based on the new framework; 3. Migrate several APEX 4.x apps to the new APEX 5.x environment using the new framework; 4. Work actively with the City's Infrastructure, Security, Server and Database groups and

vendor agents in the configuration and deployment of the common components; 5. Develop APEX apps collaboratively with the business, project and operations teams; 6. Conduct presentations and code walkthroughs and participate in project team meetings; 7. Produce deliverables such as architecture diagrams, detailed design, implementation plan,

other design documents as necessary, non-functional specifications, technical requirements and specifications, as built documentation and other technical documentation as required;

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8. Provide progress and status reports to Project Manager on development/integration effort and updates to the project schedule;

9. Conduct unit testing, load testing and system integration testing; 10. Assist/coordinate/lead the security penetration testing with external vendor as required; and 11. Prepare deployment packages and participate in the deployment process.

4.0 PROPOSAL EVALUATION AND SELECTION PROCESS 4.1 Selection Committee All Proposals will be evaluated through a comprehensive review and analysis by a Selection Committee, which will include members from Public Health Division. The Selection Committee may at its sole discretion retain additional committee members or advisors. The aim of the Selection Committee will be to select one (1) Proposal which in its opinion meets the City's requirements under this RFP and provides the best overall value to the City. The Proposal selected, if any, will not necessarily be the one offering the lowest fees or cost (pricing). Pricing is only one of the components that will be used to determine the best overall value for the City. By responding to this RFP, Proponents will be deemed to have agreed that the decision of the Selection Committee will be final and binding. 4.2 Selection Criteria The Selection Committee will score the Proposals using the evaluation table in Appendix E. If the submission fails any mandatory requirements, the Proposal will be rejected. 4.3 Selection Process 4.3.1 Stage 1 - Initial Evaluation Mandatory Administrative Requirements

(1) Proposals will be reviewed to assess compliance with the mandatory requirements. (2) Proponents must submit their Proposal in accordance with article 5.2; (3) Proposals failing to comply with these requirements will be rejected.

4.3.2 Stage 2A – Detailed Evaluation

(1) The City will create a Stage 2 list of Proponents who have achieved a “PASS” from Stage 1 - Initial Evaluation Mandatory Administrative Requirements.

(2) The detailed evaluation shall be based on multiple criteria, including:

(a) the depth and breadth of each Consultant’s relevant experience as per article 5.2, Section 2 – Experience and Qualifications of the Consultant;

4.3.3 Stage 2B – Evaluation Meeting

(1) A short list of up to three (3) top-scoring candidates who has passed stage 2A may be further evaluated to re-assess the written Proposal as follows:

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1. Detailed candidate reference checks, relevant technical qualifications and experiences of candidate of similar project size, scope and complexity.

2. Meeting with the candidate who may be requested to answer questions to clarify and/or validate their qualification and experience.

(2) In order to move forward to the cost evaluation, a Proponent must have scored a minimum of 70% (or 56 points out of 80) of the detailed evaluation following Stage 2B.

4.3.4 Stage 3 – Cost

Proponents short listed as per section 4.2.3 above, must score a minimum threshold of 70% (or 56 points out of 80) to be further evaluated for cost.

Scores for the cost criterion will be calculated as follows:

(a) The lowest total cost Proposal will receive 20 points; and (b) The remaining Proposals are assigned points by applying the formula (lowest priced

Proposal divided by Proponent's Proposal) X 20. A Proponent's technical portion of the Proposal must score a minimum of 70% (or 56 points out of 80) for the Cost of Services envelope to be opened and evaluated. Purchasing & Materials Management Division may open the Cost of Services envelopes to ensure compliance with the requirements of the RFP; however, the Selection Committee will not have any knowledge of any information contained in the Cost of Services envelopes until evaluations for the technical portion of the Proposal are complete and Proponents have been short-listed. The Proposal that achieves the highest Total Score will be ranked first. In the event of a tie Total Score, the Proponent achieving the highest score for its technical portion of the Proposal will be ranked first overall. 4.4 Schedule of Events Event: Date: Release of RFP June 29, 2016 Deadline for questions from Proponents July 7, 2016, 12:00 noon. Release of Final Addendum (if any) July 11, 2016 Deadline for submission of Proposal Jun 13, 2016 Evaluation of Proposals completed End of July 2016 Selection of Preferred Proponent End of July 2016 This schedule is subject to change and appropriate written notice of any changes will be provided where feasible.

4.5 Clarifications As part of the evaluation process, the Selection Committee may make requests for further information with respect to the content of any Proposal in order to clarify its understanding of the Proponent’s response. The clarification process shall not be used to obtain required information that was not submitted at time of close or to promote a particular Proponent. The Selection Committee may request this further information from one or more Proponents and not from others.

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4.6 Interviews or Demonstrations A Proponent whose written Proposal has met or exceeded the minimum score for the technical portion of the Proposal or has received a high ranking may be invited to an interview with the Selection Committee, the results of which will be used by the Selection Committee as a mechanism to revisit, revise, confirm and finalize the score and select the recommended Proponent(s). The City reserves the right to interview up to a maximum of three (3) top ranked Proponents. The Selection Committee may interview any Proponent(s) without interviewing others, and the City will be under no obligation to advise those not receiving an invitation until completion of the evaluation and selection process. The representatives designated by the Selection Committee in its invitation to the Proponent must attend any interview scheduled as part of this evaluation process unless the City agrees otherwise in writing and at its sole discretion. The representative of a Proponent at any interview scheduled is expected to be thoroughly versed and knowledgeable with respect to the requirements of this RFP and the contents of its Proposal, and must have the authority to make decisions and commitments with respect to matters discussed at the interview, which may be included in any resulting Agreement. Where the staff team proposed by the Proponent is an important element in the selection criteria, the staff team proposed shall be present for the interviews. No Proponent will be entitled to be present during, or otherwise receive any information regarding, any interview with any other Proponent. Refusal of a Proponent to participate in an interview/demonstration requested by the City may, in the City's sole discretion, be considered a failure of the Proponent to comply with a Mandatory Requirement of the RFP and thus subject to disqualification. 4.7 Evaluation Results Upon conclusion of the evaluation process, a final recommendation will be made by the Selection Committee to the appropriate City staff member and/or City Council. Proposal evaluation results shall be the property of the City and are subject to MFIPPA. Evaluation results may be subject to public release pursuant to MFIPPA. Proponents should be aware that Council and individual Councillors have the right to view the Proposals provided that their requests have been made in accordance with the City’s procedure. 4.8 Negotiations and Agreement The award of any Agreement will be at the absolute discretion of the City. The selection of a recommended Proponent will not oblige the City to negotiate or execute an Agreement with that recommended Proponent. Any award of an Agreement resulting from this RFP will be in accordance with the bylaws, policies and procedures of the City. The City shall have the right to negotiate on such matter(s) as it chooses with the recommended Proponent without obligation to communicate, negotiate, or review similar modifications with other Proponents. The City shall incur no liability to any other Proponent as a result of such negotiation or alternative arrangements.

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During negotiations, the scope of the services may be refined, issues may be prioritized, responsibilities among the Proponent, all staff and sub-consultants provided by it and the City may be settled and the issues concerning implementation may be clarified. Any Agreement must contain terms and conditions in the interests of the City and be in a form satisfactory to the City Solicitor. If the Agreement requires City Council approval, then the final Agreement must contain terms and conditions substantially as set out in the Council report authorizing the Agreement. Any Agreement will incorporate as schedules or appendices such part of the RFP (including addenda) and the Proposal submitted in response thereto as are relevant to the provision of the goods and/or services. The terms and conditions set out in Appendix ‘B’ shall be incorporated in any Agreement entered into with the recommended Proponent. These terms and conditions are mandatory and are not negotiable. Any Proponent wishing to request that the City consider any changes to the terms and conditions set out in Appendix "B" must follow the process outlined in section 5 of Appendix "A". If any Agreement cannot be negotiated within thirty (30) business days of notification to the recommended Proponent, the City may, at its sole discretion, terminate negotiations with that Proponent and negotiate an Agreement with another Proponent or abort the RFP process and not enter into any Agreement with any of the Proponents. 5.0 PROPOSAL SUBMISSION REQUIREMENTS 5.1 General Overview The City has formulated the procedures set out in this RFP to ensure that it receives Proposals through an open, competitive process, and that Proponents receive fair and equitable treatment in the solicitation, receipt and evaluation of their Proposals. The City may reject the Proposal of any Proponent who fails to comply with any such procedures. Proposals are expected to address the RFP content requirements as outlined herein, and should be well ordered, detailed and comprehensive. Clarity of language, adherence to suggested structuring, and adequate accessible documentation is essential to the City’s ability to conduct a thorough evaluation. The City is interested in Proposals that demonstrate efficiency and value for money. General marketing and promotional material will not be reviewed or considered. The City prefers that the assumptions used by a Proponent in preparing its Proposal are kept at a minimum and to the extent possible, that Proponents will ask for clarification prior to the deadline for Proponent questions rather than make assumptions. Proponents should also review sections 3 to 6 of Appendix A with respect to asking questions about the RFP. Where a Proponent's assumptions are inconsistent with information provided in the RFP, or so extensive that the total Proposal cost is qualified, such Proponent risks disqualification by the City in the City's sole discretion. 5.2 Proposal Documentation and Delivery The documentation for each Proposal:

a) Must be submitted in a sealed envelope or container (submissions made by fax, telephone, electronic message or telegram will not be accepted) displaying a full and correct return address.

b) Should be limited to preferably twelve (12) pages, double sided, (for a total of 24 pages) minimum 11 point font, with unlimited appendices.

c) Must consist of one (1) original (clearly marked as such on its first page) and preferably three (3) full photocopies of:

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(i) A Main Proposal Document as described in the section below titled Proposal Content, including all attachments and appendices as required. (Mandatory)

(ii) Form 1 (Proposal Submission Form) completed and signed by an authorized official of the Proponent. This includes the acknowledgement of all addenda received as per Appendix A, item 4. (Mandatory)

(iii) Appendix D (Price Detail Form) completed as indicated. (Mandatory) (iv) Form 3 (Skills Evaluation Matrix) completed at indicated. (Mandatory) Note: Forms 1 to 3 are provided in Appendix C.

d) must include a detailed professional resume; e) must include a minimum of one (1) and up to three (3) client references; f) must be completed in a non-erasable medium and signed in ink; g) must not include: i) any qualifying or restricting statements;

ii) exceptions to the terms and conditions of the RFP that have not be approved through an addendum; or

iii) additional terms or conditions. h) Two-Envelope System The documentation for the Cost of Services Submission:

i) Must be PACKAGED AND SEALED IN A SEPARATE ENVELOPE labeled Cost of Services (submissions made by fax, telephone, electronic message or telegram will not be accepted) displaying a full and correct return address;

ii) Must consist of One (1) original, clearly marked as such on its first page, and one (1)

copies of Appendix D (Price Detail Form) completed as indicated. No cost information shall be included in the body of the technical portion of the Proposal or it will be rejected. i) Must be delivered no later than the Closing Deadline to:

Chief Purchasing Official Purchasing and Materials Management Division 18th Floor, West Tower, City Hall Toronto, ON, M5H 2N2

Delays caused by any delivery service (including Canada Post and courier) shall not be grounds for any extension of the Deadline, and Proposals that arrive after the Deadline will not be accepted.

5.3 Proposal Content The Proposal should contain the following items:

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Subsection 1 – Proponent Profile and Experience 1. It is important that the Services be undertaken by a Proponent who can demonstrate specific

knowledge of, and experience in performing similar projects of comparable nature, size and scope. In particular, the Proponent must demonstrate the following in its Proposal:

(a) Experience of the Proponent with other similar projects

(b) Certificate(s) of Insurance and confirmation that the Proponent can provide the coverage

called for by section 11.0 (Insurance) of the Professional Services Agreement constituting Appendix B or confirmation that the Proponent will obtain the coverage called for by section 11.0 (Insurance) of the Professional Services Agreement constituting Appendix B if they are determined to be the successful Proponent.

(c) Proof that the Proponent is registered to do business in Canada. (Registered Incorporated

companies with a business number (HST#). Subsection 2 – Experience and Qualifications of the Consultant (1) The Proponent must provide:

(a) for each Proposal:

(i) his/her name;

(ii) a detailed professional resume demonstrating qualifications and experience requirements identified in Form 3: Skills Evaluation Matrix

(iii) a fully completed copy of Form 3: Skills Evaluation Matrix (iv) a minimum of one (1) and up to three (3) client references who can attest

to the reliability of the Consultant and the quality of the services provided, in each case including the client organizations name, contact person and title, a brief description of the client’s relevant project (timelines, duration and services provided) and the similarity of that project to the Services. The address, telephone number, e-address should also be provided if available.

References and Past Performance - The City's evaluation may include information provided by the Proponent's references and may also consider the Proponent's past performance on previous contracts with the City or other related Agencies, Boards or Commissions of the City.

Subsection 3 – Cost of Services To be submitted in the Cost of Services envelope as per section 5.2 h) above. In the event of mathematical errors found in the pricing pages, the unit prices quoted shall prevail. Extensions and totals will be corrected accordingly by City staff and adjustments resulting from the correction will be applied to the Total Lump Sum Price quoted. Prices submitted in a Proposal are to be firm for the duration of the RFP process and the term of any resulting Agreement. All prices must be stated in Canadian currency. The Proponent shall assume all currency risk.

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The City shall not be responsible for any additional costs. The Proponent shall be solely responsible for all costs including but not limited to, wages, salaries, statutory deductions and any other expenses and liabilities related to its own personnel, and subcontractors and suppliers and their respective personnel. The Proponent shall be solely responsible for any and all payments and/or deductions required to be made including, but not limited to, those required for the Canada Pension Plan, Employment Insurance, Workplace Safety and Insurance, and Income Tax. All invoices must clearly show HST as a separate value and HST "registrant" number. Without restricting the generality of the foregoing, the Proponent acknowledges that, if it is a non-resident person, payments to the Proponent, as a non-resident person, may be subject to withholding taxes under the Income Tax Act (Canada). Further, unless the Proponent, as a non-resident person, provides the City with an official letter from Canada Revenue Agency waiving the withholding requirements, the City will withhold the taxes it determines are required under the Income Tax Act (Canada). A. Core Pricing The Proponent must complete and submit the Price Detail Form located in Appendix D. The fixed per diem rate quoted must include all labour, profit, other overhead, materials, equipment, licences, analysis, travel, accommodations, communication, transportation and delivery costs (courier, long distance charges, and so on), staff time, City/Consultant meetings (as and where deemed required by the City), disbursements and any/all other operational costs associated with the services, excluding all applicable taxes. The City shall not be responsible for any additional costs. Pricing shall be provided on a per diem (24 hour period) basis. B. Taxes Harmonized Sale Tax (HST) is to be applied to the prices submitted as specified in the relevant sections of the call document or in the Price Schedule provided in the call. HST for the supply and delivery of materials/goods is to be shown as additional/separate line items on the Price Schedule and any subsequent invoices. C. Payment Terms and Discount Schedule 1. Propose payment terms for Core Pricing. The City’s standard payment terms are 60 days from the

receipt of the invoice. The final payment terms may be subject to further negotiation. 2. Propose any prompt payment discount terms. If all the correct billing information has been indicated on the invoice, and no acceptable discount for early payment has been offered, the City will endeavour to pay within the vendor's terms from the receipt date of the invoice in Corporate Accounts Payable Unit - Metro Hall, 55 John Street, 14th floor. Payment terms should be clearly indicated on the invoice including early payment terms.

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The City will consider offers of early payment discount terms. Discounts will only be taken when early payment discount terms are met from the receipt date of the invoice in the Corporate Accounts Payable unit. Note: Discount terms for early payment cannot be earlier than 15 days from the receipt date of the invoice by the City of Toronto, Accounting Services Division, and Corporate Accounts Payable unit. City of Toronto offers secure electronic deposit payments directly to your bank account through our “Direct Deposit” program. For more information and/or to enroll for this payment option, please email us at FASPDD@toronto.ca or contact our AP Customer Service Desk at APHelp@toronto.ca or 416-397-5235. To support an electronic payable environment, the City of Toronto Corporate Accounts Payable unit will accept electronic vendor invoices submitted via email at APinvoice@toronto.ca. Note: Electronic invoices submitted must be in a PDF format as an attachment. If you have any questions regarding this process, please contact our AP Customer Service Desk at APHelp@toronto.ca or 416-397-5235 D. City of Toronto's Invoice and billing requirements

To assist in prompt payment, it is essential that all required billing information is provided on the invoice submitted to the City of Toronto. If the billing information is missing from an invoice it will result in a payment delay and the invoice may be returned to you without payment.

It is the Vendor's responsibility to submit correct invoices for payment of goods /services delivered to the City of Toronto Divisions. If an incorrect invoice is submitted, the vendor will be requested to issue a credit note and submit a new invoice. If the invoice in question offered an early payment discount, the re-issue date of the new invoice will be used to calculate the early payment discount terms.

1) Exceptions

The standard invoice billing requirement must be followed with the exception of vendor invoices related to an approved capital project subject to construction lien holdbacks only. Billing requirement direction will be provided by the contract custodian or city divisional designate.

2) Electronic Invoices

To support an electronic payable environment, the City of Toronto Corporate Accounts Payable unit will accept electronic vendor invoices submitted via email to APinvoice@toronto.caElectronic invoices submitted must be in a PDF format with either single or multiple invoice(s) per attachment. Note: Do not send statements or past due invoices to this email address, only current invoices will be accepted. Do not send hard copy invoices to Corporate Accounts Payable if you have submitted an electronic invoice. If you have any questions regarding this process, please contact AP Customer Service at 416-397-5235 and follow the prompts.

1.1 Billing Requirements

(1) All original Vendor invoices must be addressed and be sent DIRECTLY to: City of Toronto Accounting Services Division Corporate Accounts Payable

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55 John Street 14th Floor, Metro Hall Toronto, ON M5V 3C6

(2) Invoice/s submitted to the City of Toronto must have complete ship to information including:

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

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

release order number (CRO) purchase order (PO) or Divisional Purchase Order (DPO), or Schedule "A" must be clearly indicated on the invoice. (*This purchasing number should be provided by City staff at the time of order*)

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

Invoices that do not contain the required billing information may be returned without payment to the vendor for correction.

(3) City purchases with the use of a credit card/PCard, are NOT to be sent to Corporate Accounts

Payable. These invoices are considered paid.

(4) Vendors are encouraged to provide packing slips and/or goods receipt confirmations directly to the ordering Division for goods/services delivered.

(5) Vendors are to provide backup documentation directly to the ordering Division, not Corporate

Accounts Payable. 1.2 Contract Release Order for Contract Purchases

A request for delivery in the form of a Contract Release Order (CRO) will be issued for each purchase against a contract. All invoices submitted for payment of contract goods/services must contain: I. Blanket Contract Number II. Contract Release Order Number (CRO) Under no circumstances are Contract Release Orders to be filled for commodities or services that are not included on a Contract.

The total value estimated on a Contract including all charges, excluding any applicable taxes, is not to be exceeded without authorization. A Contract shall not be valid once the specified period has elapsed unless an extension has been requested by the City. The City, in its sole discretion, has the right to terminate a contract prior to the expiration of the term without cause or penalty, provided the Total Value Estimated as specified on the Contract Order has been reached.

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1.3 Discount Terms

The City will consider offers of early payment discount terms. If correct billing information has been indicated on the invoice, it is the City’s policy to pay within vendor’s discount terms from the receipt date of the invoice in the Corporate Accounts Payable unit – Metro Hall, 55 John Street, 14th Floor.

Early Payment terms should be clearly indicated on the invoice. Note: Discount terms for early payment cannot be earlier than 15 days from the receipt date of the invoice by the City of Toronto, Corporate Accounts Payable unit.

1.4 Direct Deposit

City of Toronto offers secure electronic deposit payments directly to your bank account through our “Direct Deposit” program. For more information and/or to enroll for this payment option, please email us at FASPDD@toronto.ca or contact the Direct Deposit program line at 416-392-9736 and follow the prompts. Effective January 1, 2014, all new contracts for existing or new vendors must be enrolled in the Direct Deposit program.

1.5 Construction Contracts & Consultant Assignments related to Capital Projects – With a

Holdback only.

Invoices related to an approved capital project with a holdback and managed by a Contract Administrator (CA) must be forwarded to the CA for review and approval. Billing requirement direction will be provided by the contract custodian or city divisional designate prior to the start of the Contract.

1) All invoices must be addressed and sent DIRECTLY to:

Contract Administrator

City of Toronto Address Contact Info: Phone #, E-mail address Note: Contact Information of respective CA will be provided in writing, prior to the start of the contract. 2) Invoice/s submitted to the City of Toronto Contract Administrator must have complete information including:

I. Contract/Project Number II. Name of City Division and Contract Administrator

III. Vendor Number IV. Vendor Name and address V. The City Division’s contact name and phone number (the person ordering or picking up

the goods and/or services), VI. Description of work/ Project Name

VII. Location of work VIII. Bill through Dates(Work Done): from and to

IX. Invoice Date X. Sub-total Amount: Excluding all taxes

XI. Total Invoice Amount; Including all taxes

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Purchasing document information on the invoice (blanket contract number, contract release order number (CRO) purchase order (PO) or Divisional Purchase Order (DPO), must be clearly indicated on the invoice. (*This purchasing number should be provided by City staff at the time of order*)

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APPENDICES

APPENDIX A RFP PROCESS TERMS AND CONDITIONS

1. Proponent’s Responsibility ............................................................................................... 18 2. Prime Proponent ............................................................................................................... 18 3. City Contacts and Questions ............................................................................................. 18 4. Addenda ............................................................................................................................ 19 5. Exceptions to Mandatory Requirements, Terms and Conditions...................................... 19 6. Omissions, Discrepancies and Interpretations .................................................................. 19 7. Incurred Costs ................................................................................................................... 19 8. Limitation of Liability ...................................................................................................... 19 9. Post-Submission Adjustments and Withdrawal of Proposals ........................................... 20 10. No Collusion ..................................................................................................................... 20 11. Prohibition Against Gratuities .......................................................................................... 20 12. Acceptance of Proposals ................................................................................................... 20 13. Verification ....................................................................................................................... 20 14. Unbalanced Bids ............................................................................................................... 21 15. Conflicts of Interest .......................................................................................................... 21 165. Ownership and Confidentiality of City-Provided Data ..................................................... 21 17. Ownership and Disclosure of Proposal Documentation ................................................... 21 18. Intellectual Property Rights .............................................................................................. 22 19. Failure or Default of Proponent ........................................................................................ 22 20. Quasi-Criminal/Criminal Activity of a Proponent ........................................................... 22 21. Publicity ............................................................................................................................ 22 22. Governing Law ................................................................................................................. 23

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1. Proponent’s Responsibility

It shall be the responsibility of each Proponent: (a) to examine all the components of this RFP, including all appendices, forms and addenda; (b) to acquire a clear and comprehensive knowledge of the required services before submitting a

Proposal; (c) to become familiar, and (if it becomes a successful Proponent) comply, with all of the City’s

Policies and Legislation set out on the City of Toronto website at http://www.toronto.ca/calldocuments/policy.htm

The failure of any Proponent to receive or examine any document, form, addendum, Agreement or policy shall not relieve the Proponent of any obligation with respect to its Proposal or any Agreement entered into or Purchase Order issued based on the Proponent’s Proposal.

2. Prime Proponent

A Proposal by a consortium of two or more entities may be submitted, but one person or company must be shown as the prime Proponent and be prepared to represent the consortium to the City by executing the Agreement, acting as the primary contact, and taking overall responsibility for performance of the Agreement.

Where a Proposal is made by a prime Proponent with associate firms working with or under the prime Proponent in either a sub-contracting or consortium relationship, it is required that those associate firms be named in the Proposal.

3. City Contacts and Questions

All contact and questions concerning this RFP should be directed in writing to the City employee(s) designated as “City Contact” in the Notice to Potential Proponents.

No City representative, whether an official, agent or employee, other than those identified “City Contacts” are authorized to speak for the City with respect to this RFP, and any Proponent who uses any information, clarification or interpretation from any other representative does so entirely at the Proponent’s own risk. Not only shall the City not be bound by any representation made by an unauthorized person, but any attempt by a Proponent to bypass the RFP process may be grounds for rejection of its Proposal.

From and after the date of this RFP until the time of any ensuing contract award, no communication with respect to this matter shall be made by any potential Proponent, or its representatives, including a third-party representative employed or retained by it (or any unpaid representatives acting on behalf of either), to promote its Proposal or oppose any competing Proposal, nor shall any potential Proponent, or its representatives, including a third party representative employed or retained by it (or any unpaid representatives acting on behalf of either), discuss the RFP or its Proposal with any City staff, City officials or Council member(s), other than a communication with the "City Contact" identified on page 1 on this RFP. Proponents should be aware that communications in relation to this RFP outside of those permitted by the applicable procurement policies and this RFP document contravene the Lobbying By-law, an offence for which a person is liable to a maximum fine of $25,000.00 on a first conviction and $100,000.00 on each subsequent conviction. In addition, the City's Procurement Processes Policy provides that any Proponent found in breach of the policy may be subject to disqualification from the call or a future call or calls at the discretion of Council. Notwithstanding anything to the contrary as set out in this document, the obligations as set out in the City of Toronto Municipal Code, Chapter 140 shall apply. For your information, please find below the links to the City's Procurement Processes Policy, Lobbying By-Law and Interpretive Bulletin on Lobbying and Procurement:

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http://www.toronto.ca/citybusiness/pdf/policy_procurement_process.pdf http://www.toronto.ca/legdocs/municode/1184_140.pdf http://www.toronto.ca/lobbying/pdf/interpretation-bulleting_lobbying-procurements.pdf

4. Addenda

If it becomes necessary to revise any part of this RFP, the revisions will be by Addendum posted electronically in Adobe PDF format on the City’s website at www.toronto.ca/calldocuments. Proponents and prospective Proponents SHOULD MONITOR THAT SITE as frequently as they deem appropriate until the day of the Deadline. Only answers to issues of substance will be posted. The City reserves the right to revise this RFP up to the Closing Deadline. When an Addendum is issued the date for submitting Proposals may be revised by the City if, in its opinion, the City determines more time is necessary to enable Proponents to revise their Proposals. All Proponents must acknowledge receipt of all Addenda in the space provided on the Proposal Submission Form. The City’s Purchasing and Materials Management Division will make reasonable efforts to issue the final Addendum (if any) no later than two (2) days prior to the Deadline.

5. Exceptions to Mandatory Requirements, Terms and Conditions

If a Proponent wishes to suggest a change to any mandatory requirement, term or condition set forth in any part of this RFP, it should notify the City in writing not later than the deadline for questions. The Proponent must clearly identify any such requirement, term or condition, the proposed change and the reason for it. If the City wishes to accept the proposed change, the City will issue an Addendum as described in the article above titled Addenda. The decision of the City shall be final and binding, from which there is no appeal. Changes to mandatory requirements, terms and conditions that have not been accepted by the City by the issuance of an Addendum are not permitted and any Proposal that takes exception to or does not comply with the mandatory requirements, terms and conditions of this RFP will be rejected.

6. Omissions, Discrepancies and Interpretations

A Proponent who finds omissions, discrepancies, ambiguities or conflicts in any of the RFP documentation or who is in doubt as to the meaning of any part of the RFP should notify the City in writing not later than the deadline for questions. If the City considers that a correction, explanation or interpretation is necessary or desirable, the City will issue an Addendum as described in the article above titled Addenda. The decision and interpretation of the City shall be final and binding, from which there is no appeal. No oral explanation or interpretation shall modify any of the requirements or provisions of the RFP documents.

7. Incurred Costs

The City will not be liable for, nor reimburse, any potential Proponent or Proponents, as the case may be, for costs incurred in the preparation and submission of any Proposal, for interviews or any other activity that may be requested as part of the evaluation process or the process for the negotiation or execution of an Agreement with the City, as the case may be.

8. Limitation of Liability

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

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9. Post-Submission Adjustments and Withdrawal of Proposals

No unilateral adjustments by Proponents to submitted Proposals will be permitted.

A Proponent may withdraw its Proposal at any time prior to the Deadline by notifying the City Buyer designated in this RFP in writing on company letterhead or in person, with appropriate identification. Telephone and e-mail requests will not be considered.

A Proponent who has withdrawn a Proposal may submit a new Proposal, but only in accordance with the terms of this RFP.

After the Deadline each submitted Proposal shall be irrevocable and binding on Proponents for a period of 120 days.

If the City makes a request to a Proponent for clarification of its Proposal, the Proponent will provide a written response accordingly, which shall then form part of the Proposal.

10. No Collusion

No Proponent may discuss or communicate about, directly or indirectly, the preparation or content of its Proposal with any other Proponent or the agent or representative of any other Proponent or prospective Proponent. If the City discovers there has been a breach at any time, the City reserves the right to disqualify the Proposal or terminate any ensuing Agreement.

11. Prohibition against Gratuities

No Proponent and no employee, agent or representative of the Proponent, may offer or give any gratuity in the form of entertainment, participation in social events, gifts or otherwise to any officer, director, agent, appointee or employee of the City in connection with or arising from this RFP, whether for the pur-pose of securing an Agreement or seeking favourable treatment in respect to the award or amendment of the Agreement or influencing the performance of the Agreement, including without restriction enforcement of performance standards, or expressing appreciation, or providing compensation, for the award of an Agreement or for performance of the City's obligations thereunder or for conferring favours or being lenient, or in any other manner whatsoever.

If the City determines that this article has been breached by or with respect to a Proponent, the City may exclude its Proposal from consideration, or if an Agreement has already been entered into, may terminate it without incurring any liability.

12. Acceptance of Proposals

The City shall not be obliged to accept any Proposal in response to this RFP.

The City may, without incurring any liability or cost to any Proponent: a) accept or reject any or all Proposal(s) at any time; b) waive immaterial defects and minor irregularities in any Proposals; c) modify and/or cancel this RFP prior to accepting any Proposal; d) award a contract in whole or in part.

The City is relying on the experience and expertise of the Proponent. The City reserves the right to disqualify any Proponent who has given inaccurate, incomplete, false or misleading information in the sole opinion of the City.

13. Verification

The City reserves the right to verify with any Proponent or with any other person any information provided in its Proposal but shall be under no obligation to receive further information.

If, in the opinion of the City, any Proponent has clearly misinterpreted the services or underestimated the hours or value of the services to be performed as reflected in its Proposal content and submitted price/fees, or all or any or any combination of them, then the City may reject its Proposal as not representative of the scope of the services).

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14. Unbalanced Bids (In this paragraph “Bid” refers to the Proposal)

The City may reject a bid if it determines, in its sole discretion, that the bid is materially imbalanced.

A bid is materially imbalanced when:

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

(2) the City had determined that the proposal may not result in the lowest overall cost to the City even though it may be the lowest submitted bid; or

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

15. Conflicts of Interest

In its Proposal, the Proponent must disclose to the City any potential Conflict of Interest that might compromise the integrity of the call process or the performance of the Work. If a Conflict of Interest does exist, the City may, at its discretion, refuse to consider the Proposal. The Proponent has an ongoing duty to disclose any potential Conflict of Interest while engaged in the call process and thereafter in the performance of the Work. If a potential Conflict of Interest exists or arises during the evaluation process or the negotiation of the Agreement, the City may, at its discretion, refuse to consider the Proposal or withhold the awarding of any Agreement to the Proponent until the matter is resolved to the City’s sole satisfaction.

The Proponent must also disclose whether it is aware of any City employee, Council member or member of a City agency, board or commission or employee thereof having a financial interest in the Proponent and the nature of that interest.

If, during the Proposal evaluation process or the negotiation of the Agreement, the Proponent is retained by another client giving rise to a potential Conflict of Interest, then the Proponent will so inform the City. If the City requests, then the Proponent will refuse the new assignment or will take such steps as are necessary to remove the potential Conflict of Interest concerned.

Proponents are cautioned that the acceptance of their Proposal may preclude them from participating as a Proponent in subsequent projects where a Conflict of Interest may arise. The successful Proponent for this project may participate in subsequent/other City projects provided the successful Proponent has satisfied pre-qualification requirements of the City, if any, and in the opinion of the City, no Conflict of Interest would adversely affect the performance and successful completion of an Agreement by the successful Proponent.

16. Ownership and Confidentiality of City-Provided Data

All correspondence, documentation and information provided by City staff to any Proponent or prospec-tive Proponent in connection with, or arising out of this RFP, the Services or the acceptance of any Proposal:

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

related subsequent Agreement.

17. Ownership and Disclosure of Proposal Documentation

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

a) shall become the property of the City and may be appended to the Agreement and/or Purchase Order with the successful Proponent;

b) shall become subject to the Municipal Freedom of Information and Protection of Privacy Act ("MFIPPA"), and may be released, pursuant to that Act.

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(2) Because of MFIPPA, Proponents should identify in their Proposal material any scientific, technical, commercial, proprietary or similar confidential information, the disclosure of which could cause them injury.

(3) Each Proponent’s name at a minimum shall be made public.

(4) Proposals will be made available to members of City Council provided that their requests have been made in accordance with the City’s procedure and may be released to members of the public pursuant to MFIPPA.

18. Intellectual Property Rights

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

19. Failure or Default of Proponent

If the Proponent, for any reason, fails or defaults in respect of any matter or thing which is an obligation of the Proponent under the terms of the RFP, the City may disqualify the Proponent from the RFP and/or from competing for future tenders or RFP issued by the City for a period of one year. In addition, the City may at its option either:

a) Consider that the Proponent has withdrawn any offer made, or abandoned the Agreement if the offer has been accepted, whereupon the acceptance, if any, of the City shall be null and void; or

b) Consider that the Proponent has abandoned any Agreement and require the Proponent to pay the City the difference between its Proposal and any other Proposal which the City accepts, if the latter is for a greater amount and, in addition, to pay the City any cost which the City may incur by reason of the Proponent’s failure or default, and further the Proponent will indemnify and save harmless the City, its officers, employees and agents from all loss, damage, liability, cost, charge and expense whatever which it, they or any of them may suffer, incur or be put to by reason of such default or failure of the Proponent. The Proponent shall be ineligible to submit a new Proposal or bid for any Call that the City is required to reissue as a result of the Proponent's failure or default or where the City deems that the Proponent has abandoned the Agreement.

20. Quasi-Criminal/Criminal Activity of a Proponent:

The City may reject a Proposal or Proponent if the City:

a) confirms that the Proponent or any individual that owns, directs, or controls the Proponent has been charged with or convicted of an offence under the Criminal Code, an offence under other applicable Requirements of Law, or an offence pursuant to similar laws outside of Ontario, or has been named in an order or similar enforcement measure by a regulatory authority;

b) Determines that this charge, conviction or order is material to the given procurement; and

c) Determines that, in light of this charge or conviction, awarding to that Proponent could compromise the delivery of the goods or services or would otherwise undermine the business reputation of the City or the public's confidence in the integrity of the call process.

21. Publicity

The Proponent and its affiliates, associates, third-party service providers, and subcontractors shall not release for publication any information in connection with this RFP or any Agreement without prior written permission of the City.

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22. Governing Law

This RFP and any Proposal submitted in response to it and the process contemplated by this RFP including any ensuing Agreement shall be governed by the laws of the Province of Ontario. Any dispute arising out of this RFP or this RFP process will be determined by a court of competent jurisdiction in the Province of Ontario.

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APPENDIX B

PROFESSIONAL SERVICES AGREEMENT

Note to Appendix:

The terms set out in this Appendix shall be incorporated in any Agreement entered into with the recommended Proponent.

1. Interpretation ..................................................................................................................... 25 2. Services and Deliverables ................................................................................................. 27 3. Timing ............................................................................................................................... 27 4. Consultant's Responsibilities ............................................................................................ 28 5. City's Responsibilities ....................................................................................................... 28 6. Indemnity .......................................................................................................................... 28 7. Intellectual Property Indemnity ........................................................................................ 29 8. Third Party Software ......................................................................................................... 29 9. Consultant's Representations, Warranties and Covenants ................................................ 29 10. Change Control ................................................................................................................. 30 11. Insurance ........................................................................................................................... 30 12. Rights of Ownership and Use ........................................................................................... 31 13. Fees and Payment Schedule .............................................................................................. 31 14. Termination ....................................................................................................................... 31 15. Confidential Information .................................................................................................. 32 16. Notices .............................................................................................................................. 33 17. General .............................................................................................................................. 34 18. Enurement/Assignment ..................................................................................................... 34 19. Audit ................................................................................................................................. 35 20. Non-Solicitation ................................................................................................................ 35 21. Independent Contractor ..................................................................................................... 35 22. Publicity ............................................................................................................................ 35 23. Non-Exclusivity ................................................................................................................ 35 24. Compliance with Laws ..................................................................................................... 36 25. Governing Law ................................................................................................................. 36 26. Schedules .......................................................................................................................... 36

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1.0 INTERPRETATION

1.1 References to Labeled Provisions

Each reference in this Agreement to a numbered or lettered “article”, “sub-article”, “section”, ”subsection“, “paragraph, “subparagraph”, “clause” or “sub-clause” shall, unless otherwise expressly indicated, be taken as a reference to the correspondingly labelled provision of this Agreement.

1.2 Definitions

Throughout this Agreement, unless inconsistent with the subject matter or context:

“Agreement” means this Agreement and the Schedules to this Agreement together with any written amendment to this Agreement and incorporates the RFP and the Proposals though not appended hereto;

“Business Day” means Monday to Friday inclusive, except statutory or civic holidays observed in the Province of Ontario;

“Business Hours” means 8:30 a.m. to 4:30 p.m. on a Business Day;

“City” means the City of Toronto;

“Confidential Information” means:

(1) all information of a party to this Agreement that is of a proprietary or confidential nature, regardless of whether it is identified as proprietary or confidential or not, and whether recorded or not, however fixed, stored, expressed or embodied, which comes to the knowledge, possession or control of the other party to this Agreement under this Agreement, including all information to be transmitted, stored or processed on any network or computer system;

(2) any information that the City is obliged not to or has the discretion not to disclose pursuant to law or statute such as the Municipal Freedom of Information and Protection of Privacy Act, the Personal Health Information Protection Act, or any other municipal, provincial and federal legislation;

(3) any information that the City is required to keep confidential, including any information of third parties, such as but not limited to any suppliers of any products or services provided to the City;

(4) all information relating to intellectual property rights including copyright, trade secrets, processes, formulae, techniques, plans and designs, computer programs, computer codes whether source code or object code, and all related documentation and financial information related hereto which is proprietary to or in the possession of a party to this Agreement, and that the other party to this Agreement may have access to for purposes of this Agreement;

(5) any information comprising the databases of the City or the procedures and operational protocols and information relating to the operations of the City and that the Consultant may have access to for purposes of this Agreement;

(6) all data, formulae, preliminary findings, and other Material developed in the performance of the Services.

“Council” means City Council;

“DCM” means the Deputy City Manager positions or their delegates;

“Deliverables” means any Deliverables defined in the SOW;

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“Director” shall mean the City's Director of [Division], his or her designate and, unless the context otherwise requires, City management staff responsible for the part(s) of the Project to which the Services relate;

“Fee” means the total cost of the Services as set out in section 13.0 of this Agreement;

“Material” shall mean all information, computer software, data Material, sketches, plans, designs, notes, documents, memoranda, specifications or other items, whether in documentary or electronic form, gathered, assembled or prepared by the Consultant for the purpose of this Agreement;

“MFIPPA” means the Municipal Freedom of Information and Protection of Privacy Act provincial legislation that governs access to public information and the protection of Personal Information and privacy;

“Personal Information” means personal information as defined in PHIPA and PIPEDA and includes Confidential Information that is personal information as defined in MFIPPA;

“Personnel” with respect to either party, means the party’s employees, contract personnel, representatives, invitees, members, volunteers, officials and agents. In the case of the Consultant, it includes its directors, subcontractors, sub consultants and third party service providers and in the case of the City it includes its Members of Council, Mayor and officers;

“PHIPA” means the Personal Health Information Protection Act, 2004: provincial legislation that governs access to and the protection of Personal Information related to health services;

“PIPEDA” means the Personal Information Protection and Electronic Documents Act, Federal privacy legislation passed in 2004 that protects Personal Information in the hands of private sector organizations and provides guidelines for the collection, use and disclosure of that information in the course of commercial activity.

“Projects” shall mean the City’s ongoing and future projects relating to the Services as described in the Agreement;

“Proposal” shall mean the hereinbefore-recited Proposal submitted by the Consultant in response to the RFP;

“RFP” shall mean the hereinbefore-recited Request for Proposals [including Addendum XX];

“Services” shall mean the professional services to be provided by the Consultant in connection with the Project, in accordance with the Agreement, including supply of all Deliverables to the City;

"Consultant" shall mean the Senior Apex Developer whose services are to be provided to the City as set forth in the Statement of Work,

“Statement of Work” or “SOW” means the Statement of Work set forth in Schedule A to this Agreement;

1.3 Headings

Headings in this Agreement appear for convenience of reference only and shall not affect its construction or interpretation.

1.4 Number, Gender, Person

Unless inconsistent with the subject matter or context, in this Agreement:

words importing gender shall include the masculine, feminine, and neuter genders; words importing the singular shall include the plural and vice versa; and words importing persons shall include individuals, consortia, partnerships, associations,

trusts, municipal corporations, government agencies, unincorporated organizations and corporations and vice versa.

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1.5 Grammatical Variations

Grammatical variations of any expressions defined in this Agreement shall have similar meanings to such defined expressions.

1.6 Legislative Reference

Any reference in this Agreement to all or any part of any statute, regulation, by-law or rule shall, unless otherwise stated, be a reference to that statute, regulation, by-law or rule or the relevant part thereof, as amended, replaced or re-enacted from time to time.

1.7 Order of Precedence

In the event of any conflict or inconsistency between the different parts of this Agreement which cannot be reasonably reconciled, the order of precedence shall be, in descending order of priority:

(1) this Agreement, exclusive of the Schedules;

(2) the Schedules to this Agreement;

(3) the RFP; and

(4) the Proposal.

2.0 SERVICES AND DELIVERABLES

2.1 The Consultant must be available for, and carry out, his/her part of the Services in the manner described in subsection 2.3 hereof and otherwise in accordance with this Agreement;

2.2 The Consultant will enter into a satisfactory Consultant non-Disclosure Agreement.

2.3 The Consultant shall:

perform the Services at the place and time, and in the manner specified in the Statement of Work;

be co-operative in performing Services, to a reasonable extent, beyond the times/ hours specified in clause (a) above when asked to do so by the City;

not, without the Director's prior written approval, cease performance of the Services prior to the proper completion thereof.

3.0 TIMING

3.1 In the event of a delay in or failure of performance under this Agreement by either party that is not mala fide, and arises by reason of force majeure, including without restriction an act of God, an act of any government or any governmental body, an act of war or terrorism, the elements, a strike, a lockout or a labour dispute, or any cause beyond the reasonable control of such party,

such party shall not thereby be in default; both parties shall use commercially reasonable efforts to mitigate the effect of such force

majeure to facilitate resumption of the Services in a timely manner after the end of the force majeure.

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4.0 CONSULTANT’S RESPONSIBILITIES

4.1 The Consultant shall notify the City if he / she intends to cease to perform the Services prior to the completion thereof.

5.0 CITY'S RESPONSIBILITIES

5.1 The City shall make available for use by the Consultant adequate, temporary workspace and office facilities;

5.2 The City shall, subject to section 15.0 (Confidential Information), make available all data, drawings, plans and any other Materials in its possession that are relevant to the Services; at reasonable times, its Personnel for the purpose of any necessary consultation, including room and meeting booking support, required in the view of City Personnel, for the proper performance of the Services, but the City will not provide facilitation, scribing or documentation maintenance support.

5.3 The City shall assign and identify its own Project team members and roles, with suitable business and technical expertise to facilitate efficient progress of the Services;

5.4 Give due consideration to all plans, drawings, specifications, reports, proposals and other information provided by the Consultant and make its best efforts to arrive at any decisions which it is required to make in connection therewith so as not to delay the deliverables of the Consultant.

6.0 INDEMNITY

6.1 The Consultant shall from time to time, and at all times hereafter, well and truly save, keep harmless and fully indemnify the City and any of its Personnel, successors and assigns from and against any and all manner of claims, demands, losses, costs, charges, actions and other proceedings whatsoever which may be brought against or made upon any of them and against any loss or damages suffered or incurred by the City arising from or relating to any physical injury, including death, or any loss of or damage to tangible property, caused by the Consultant, its Personnel or subcontractors or any entity for whom it is in law responsible, or arising from or arising from or relating to any statutory obligations of the Consultant.

6.2 The Consultant shall also fully defend, save harmless and indemnify the City and/or its Personnel from and against any loss or damages suffered or incurred by the City from or arising out of the performance or rendering of, or the failure to perform or render, or the failure to exercise reasonable care, skill or diligence in the performance or rendering of the Services save and Consultant The Consultant’s liability to the City shall not exceed an amount equal to the total amount payable hereunder by the City to the Consultant and in no event shall the Consultant be liable to the City for any indirect or consequential damages. The limitation of liability in this Article 6.2 does not apply to the indemnities required by section 6.1, 6.3, 7.0 and section 11 of this Agreement.

6.3 The Consultant hereby irrevocably and unconditionally releases the City and its members of Council, directors, officers, employees and agents from any claims the Consultant may have against the City for any and all costs (including legal fees and disbursements), expenses, losses, liabilities, claims, demands, actions or causes of actions, or direct, indirect, general, special, incident or consequential damages suffered or incurred by the Consultant (including claims of third parties made through or against the Consultant) arising from the disclosure of Confidential Information under this Agreement or use thereof by the Consultant or otherwise in any way relating to Confidential Information, under any theory of liability, including (without limitation) any such claims resulting from the negligence or willful misconduct of those for whom the City is in law responsible.

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7.0 INTELLECTUAL PROPERTY INDEMNITY

7.1 Without limiting the generality of subsection 6.0 above, the Consultant shall well and truly save, keep harmless and fully indemnify the City, its Personnel and their respective successors and assigns, from and against all actions, claims, demands costs and expenses whatsoever which may be brought against or made upon them or any of them for (a) the infringement of or use of any intellectual property rights including any copyright or patent arising out of the reproduction or use in any manner of any plans, designs, drawings, specifications, information, negatives, data, Material, sketches, notes, documents, memoranda or computer software furnished by the Consultant in the performance of the Services; (b) disclosure or use by the Consultant and/or any of its Personnel or any person for which it is at law responsible, of Confidential Information contrary to MFIPPA, except to the extent authorized in writing by the Director.

7.2 Section 6.0 (Indemnity) and 7.0 (Intellectual Property Indemnity) shall survive the expiry or other termination of this Agreement.

8.0 THIRD PARTY SOFTWARE

8.1 Where the City is in possession of software containing or constituting confidential proprietary information belonging to third parties, the Consultant shall not, except in the usual incidental manner genuinely necessary for the intended use of such software on the equipment of the City,

8.1.1 analyze, copy, decompile, disassemble, translate, convert, reverse engineer or duplicate any physical embodiment or part thereof, or permit any person to do so; or

8.1.2 divulge to any unauthorized person the ideas, concepts or techniques, or make any other improper use, of such software.

8.2 The Consultant shall fully defend, save harmless and indemnify the City from and against any loss or damages suffered by the City as a result of any failure by the Consultant and/or its Personnel or any of them to comply with the provisions hereof.

8.3 Should the Consultant include third party confidential proprietary information within the Deliverables, the Consultant must secure the rights to use and repackage third party components and pass on those rights to the City without additional charges.

9.0 CONSULTANT’S REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1 The Consultant represents, warrants and covenants to the City (and acknowledges that the City is relying thereon) that the Services to be supplied under this Agreement will be in accordance with the City’s requirements as set out herein.

9.2 The Consultant warrants, that to its knowledge, (i) no Councillor, official or employee of the City has any direct or indirect beneficial interest, whether financial or otherwise, in the Consultant or its subcontractors or suppliers or in their performance of the Services; and (ii) the Consultant is not engaged in any other projects nor is it providing services to any other client that would give rise to an actual or potential conflict of interest.

9.3 If a conflict of interest exists or arises pursuant to this section during the term of this Agreement, the City may, at its discretion, suspend any Services being performed until the matter is resolved to the City’s sole satisfaction or terminate this Agreement.

9.4 The Consultant acknowledges and agrees that it is responsible for becoming familiar with, and shall comply with, the City’s Purchasing By-law (chapter 195 of the Municipal Code) and City policies respecting MFIPPA, Non-Discrimination, Canadian Content, Fair Wage, Labour Trades Contractual Obligations in the Construction Industry, Re-employment of Former Employees after Reorganizing, Environmentally Responsible Procurement Statement, Purchase of Products Manufactured in Factories Where Children Are Used As

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Slave Labour or Other Exploitative Circumstances Which Impedes Child Development, Conflict of Interest Policy, Inter-provincial Fairness Legislation, Occupational Health and Safety Statutory Declarations, Former Metro Toronto or Area Municipality Senior Management Employees Working for Firms on City Contracts Policy, and other City Policies as referenced in the City of Toronto Purchasing Policies.

9.5 In compliance with the City’s policy on Re-Employment of Former Employees after Reorganizing, the Consultant shall not in providing the Services make use of the services of any former City employee who received from the City a separation package, within two (2) years of such employee’s termination of employment with the City.

9.6 The Consultant acknowledges that there are no actions, claims, suits or proceedings pending or to its knowledge threatened against or adversely affecting it or any of its subcontractors in any court or before or by any federal, provincial, municipal or other government department, commission, board, bureau or agency, Canadian or Foreign, that might affect the Consultant’s or its proposed subcontractor’s financial condition or ability to perform and meet any and all duties, liabilities and obligations as may be required under this Agreement.

10.0 CHANGE CONTROL

10.1 The City shall have the continuing right to make in writing changes, modifications or enhancements to the Services described in this Agreement.

11.0 INSURANCE

11.1 The Consultant shall purchase and maintain in force, at its own expense (including the payment of all deductibles) and for the duration of this Agreement, the following policies of insurance, which policies shall be in a form and with an insurer acceptable to the City. A certificate of these policies originally signed by the insurer or an authorized agent of the insurer must be delivered to the City prior to the commencement of the Services:

11.2 Professional Liability (errors and omissions coverage) for the performance of Services by the Consultant providing that the policy is:

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

(ii) extend to infringement of copyright and other intellectual property, including misuse of trade secrets;

(iii) not to be construed as a limit of the liability of the Consultant in its performance of the Services under this Agreement;

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

11.3 Comprehensive General Liability, provided that the policy:

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

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

(iii) has provisions for cross-liability and severability as between the Consultant and the City of Toronto, broad form contractual liability, contingent employer's liability, employers liability, non owned automobile liability;

(iv) provides for thirty (30) days' prior written notice of cancellation or material change.

11.4 At the expiry date of the policy, the Consultant shall provide original signed Certificates evidencing renewals or replacements to the City prior to the expiration date of the original policies, without notice or request by the City.

11.5 Nothing in this Agreement shall be construed as limiting the availability of proceeds from the

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insurance required by this Agreement.

11.6 This section shall survive the termination or other expiry of this Agreement.

12.0 RIGHTS OF OWNERSHIP AND USE

12.1 The Material shall become the sole property of the City, including all copyright therein, as it comes into existence, and the Consultant represents and warrants to the City that no other person shall own any copyright therein.

12.2 Following completion or other termination of the Services, the Consultant shall deliver to the City any or all of the Material, including copies and drafts, not previously delivered, and the City may use the Material for such purposes as it deems fit.

12.3 The Consultant (a) represents and warrants that he shall waive any and all moral rights arising under the Copyright Act with respect to the Material as against all parties including the Consultant and the City and anyone claiming rights of any such nature from or through the City; (b) shall cause the Consultant to sign all documents required by the Director to give legal effect to this section 12.0, including a comprehensive waiver of the moral rights described in clause (a) above.

13.0 FEES AND PAYMENT SCHEDULE

13.1 The amount payable by the City under this Agreement will be detailed in the applicable Statement of Work(s) for the Services specified in that Statement of Work based on the rates set out in the Price Detail Form (Request for Proposal, Appendix E). All invoices rendered and any payments made shall be in Canadian dollars.

13.2 For each SOW, the Vendor will submit a complete budget that may include costs for project, disbursements and any other relevant costs. The budget for each SOW must be agreed to by both the Vendor and the City. Any changes to the SOW or budget identified therein must be agreed to in advance by both parties. The City shall not be responsible for any additional costs other than what has been agreed to in the SOW or any changes to the SOW.

13.3 The Vendor shall submit invoices for Services and Deliverables described in the applicable SOW. The City reserves the right to require further proof or documentation from the Vendor in respect of the Services performed or expenses incurred by the Vendor and the Vendor shall provide, without delay, such further proof or documentation. The Vendor shall issue no invoices for any Deliverable prior to receipt of a Notice of Acceptance from the City.

13.4 If, acting reasonably, the City does not approve of the Services and thus does not issue a Notice of Acceptance of the Services, the City shall advise the Vendor in writing of the reasons for non-approval and the Vendor shall remedy the problem to the satisfaction of the City at no additional cost to the City before the City shall be obliged to pay the invoice or any part of it, as the case may be.

13.5 No payment shall be made to the Vendor before this Agreement, and the applicable SOW, has been duly executed by both parties hereto.

14.0 TERMINATION

14.1 Failure by (a) the Consultant to perform its obligations under this Agreement shall entitle the City to terminate this Agreement upon five (5) days' notice to the Consultant to that effect, and, where the City does so, the Consultant shall have no claim of any kind against the City save for the payment of those Services, if any, that have been satisfactorily furnished by the Consultant up to the time of such termination and that have not yet been paid by the City.

14.2 Upon giving the Consultant not less than ten (10) days' prior written notice, the City may, at any time and without cause, terminate this Agreement or cancel any of the Services to be performed under it but not then performed, in whole or in part, without liability, cost or penalty to itself, and without prejudice to any other rights or remedies under this Agreement or otherwise at law or in

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equity or by statute save for the payment of those Services, if any, that have been satisfactorily furnished by the Consultant up to the time of such termination and that have not yet been paid by the City.

14.3 The City may terminate this Agreement without notice if:

(a) the Consultant ceases to operate or carry on business as a going concern;

(b) the Consultant is unable or unwilling to pay its debts as they become due or defaults under any loan or other financial obligation or duty to any other person;

(c) the Consultant files a voluntary petition in bankruptcy or insolvency or shall petition for reorganization under any bankruptcy law;

(d) the Consultant consents to an involuntary petition in bankruptcy or if a receiving order is given against it under the Bankruptcy and Insolvency Act or the comparable law of any other jurisdiction;

(e) an order, judgment or decree is issued by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the Consultant's assets.

15.0 CONFIDENTIAL INFORMATION

15.1 The Consultant and its Personnel will treat as confidential all financial, statistical, Personnel, technical and general data related to the operations of the City, including (without restriction) any pertaining to third parties, which come to the attention of the Consultant in the course of carrying out the Services under this Agreement and any Schedule or Statement of Work, and which are not or do not subsequently become public knowledge through no fault of the Consultant, and will not disseminate same for any reason whatsoever without the express written permission of the City.

15.2 At the request of the City, the Consultant will sign a non-disclosure agreement.

15.3 Despite the foregoing, the Consultant shall not be required to keep confidential any data which (i) is or becomes publicly available through no fault of the Consultant; (ii) is already rightfully in possession of the Consultant and not subject to any pre-existing obligation of confidentiality; (iii) is independently developed by the Consultant outside the scope of this Agreement; (iv) is rightfully obtained from third parties; or (v) is required to be disclosed by operation of law.

15.4 At the request of the City, or upon the expiry or cancellation of the Services or the termination of this Agreement, as the case may be, the Consultant agrees to

(1) return to the City, no later than three (3) Business Days thereafter, all such data, and all written or descriptive matter, including but not limited to drawings, prints, descriptions or other papers, documents or any other Material which contains any Confidential Information, regardless of the media on which it is resident or stored and regardless of the form in which it may then appear, and including without limitation all such data and all written or descriptive matter, including but not limited to drawings, prints, descriptions or other papers, documents or any other Material which contains any Confidential Information, held by any of its Personnel, or partner, subcontractor or agent of the Consultant, and including all copies thereof;

(2) destroy all electronic versions of the City’s Confidential Information in its possession or in the possession of any of its Personnel, or in the possession of any of its partners, subcontractors or agents; and

(3) certify to the City that this has been done.

15.5 The Consultant acknowledges and agrees that, notwithstanding any other provision of this

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Agreement, the City shall have the right to terminate this Agreement immediately upon notice to the Consultant in the event of irregular or unlawful disclosure of Material or other Confidential Information by the Consultant or any person for whom it is at law responsible.

15.6 Except to the extent genuinely necessary to permit the Consultant to abide by its obligations under this Agreement, the Consultant shall neither demand nor accept any Material or Confidential Information from City Personnel.

15.7 Upon completion or other termination of the Services, the Consultant shall ensure that (a) all written or descriptive matter, including but not limited to drawings, prints, descriptions or other papers, documents or any other Material which contains any Confidential Information is returned to the City; (b) all electronic versions of Confidential Information in its possession and/or that of its Personnel is destroyed; and (c)written confirmation that the requirements of this sub-article have been complied with is provided to the Director promptly after being requested.

15.8 This section 15.0 is subject to MFIPPA and PHIPA and shall survive the termination or expiry of this Agreement.

16.0 NOTICES

16.1 Any notice required or permitted to be given under this Agreement shall be delivered as follows

(1) If to the City:

(a) CITY OF TORONTO

[ADDRESS]

[CITY, PROVINCE]

[POSTAL CODE]

Attention: [NAME]

Phone Number: [(XXX) XXX-XXXX]

Fax number: [(XXX) XXX-XXXX]

(b) With a copy to Supervisor Contract Administration

CITY OF TORONTO

[ADDRESS]

[CITY, PROVINCE]

[POSTAL CODE]

Attention: [NAME]

Phone Number: [(XXX) XXX-XXXX]

Fax number: [(XXX) XXX-XXXX]

(2) If to the Consultant:

CONSULTANT NAME

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[ADDRESS]

[CITY, PROVINCE]

[POSTAL CODE]

Attention: [NAME]

Phone Number: [(XXX) XXX-XXXX]

Fax number: [(XXX) XXX-XXXX]

16.2 Any notice delivered to the party to whom it is addressed as provided above under this section shall be deemed to have been given and received on the day it is delivered at that address, provided that if that day is not a Business Day then the notice shall be deemed to have been given and received on the first Business Day next following that day.

16.3 Any notice mailed under this section shall be deemed to have been given and received on the third Business Day next following the date of its mailing.

16.4 Any notice transmitted by facsimile or other form of recorded communication under this section shall be deemed given and received on the first Business Day after its transmission (provided such transmission is confirmed with the other party).

16.5 In the event of postal disruption, a notice under this section must either be delivered personally or sent by facsimile or other form of recorded communication. Any Notice of Termination under section 14.0 must be delivered personally.

17.0 GENERAL

17.1 This Agreement constitutes the complete and exclusive statement of the agreement between the parties, which supersedes all proposals, oral or written, and all other communications between the parties, relating to its subject matter.

17.2 If one or more of the phrases, sentences, clauses, paragraphs, sections or subsections contained in this Agreement is declared invalid by the final and unappealable order, decree or judgment of any court of competent jurisdiction, this Agreement shall be construed as if such phrase(s), sentence(s), clause(s), paragraph(s), section(s) or subsection(s), had not been inserted.

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

17.4 All rights and remedies of either party for any breach of the other party’s obligations under this Agreement shall be cumulative and not exclusive or mutually exclusive alternatives, may be exercised singularly, jointly or in combination and shall not be deemed to be in exclusion of any other rights or remedies available to the non-breaching party under this Agreement or otherwise at law.

17.5 No delay or omission by either party in exercising any right or remedy shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise of a right or remedy shall preclude any other or further exercise of them or the exercise of any other right or remedy.

18.0 ENUREMENT/ASSIGNMENT

18.1 This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and, subject to subsection 18.2 hereof, assigns only.

18.2 Neither party shall assign this Agreement or any interest in it without the prior written consent of the other, and for the purposes of this Agreement, assignment shall include any

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transfer in the majority ownership or controlling interest in the Consultant, whether through the sale of shares, direct acquisition of assets or otherwise.

19.0 AUDIT

19.1 The Consultant shall, in accordance with Canadian generally accepted accounting practice, keep and make available only those accounts, books and Records, including timesheets, respecting the performance of the Services contemplated herein, for inspection and audit by the Deputy City Manager and Chief Financial Officer or Auditor for the City or such person as either Deputy City Manager and Chief Financial Officer or the Auditor shall authorize in writing, any of whom may make copies of such documents or take extracts from them subject to the Confidentiality provisions contained herein. The Consultant shall afford all facilities for such inspections and audits and shall furnish the Deputy City Manager and Chief Financial Officer or the Auditor or their respective authorized representatives with all relevant information and such assistance and co-operation as she or he may from time to time require with reference to such accounts, books and Records. The Consultant shall not, without the prior written consent of the Deputy City Manager and Chief Financial Officer for the City, dispose of any accounts, books or Records referred to in this section 19.0, but shall preserve and keep the same available for inspection and audit at any time, with such obligation to continue after the expiry or termination of this Agreement for a period of two years.

19.2 This section 19.0 shall survive the termination or expiry of this Agreement.

20.0 NON-SOLICITATION

20.1 The Consultant shall not actively recruit for employment any member of the City’s staff, but nothing herein shall prevent the Consultant from hiring or retaining at any time any such member who has responded to a public advertisement for such employment or engagement.

20.2 The City shall not actively recruit for employment any member of the Consultant’s staff prior to the expiry of the provision of the last of the Services most recently supplied by such member, but nothing herein shall prevent the City from hiring or retaining at any time any such member who has responded to a public advertisement for such employment or engagement.

20.3 This section 20.0 shall survive the termination or expiry of this Agreement for a period of twelve months.

21.0 INDEPENDENT CONTRACTOR

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

22.0 PUBLICITY

22.1 Subject to the provisions of this Agreement, neither party nor any of its affiliates, associates, third-party service providers, and subcontractors, shall make any public announcement or release for publication any information in connection with this Agreement or its subject matter, without the prior written consent of the other which shall not be unreasonably withheld.

23.0 NON-EXCLUSIVITY

23.1 The Consultant acknowledges and agrees that the entering into of this Agreement by the City is not a guarantee or promise of exclusivity, and that the City in its discretion may arrange for performance of any Services by entities other than the Consultant.

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24.0 COMPLIANCE WITH LAWS

24.1 The Consultant shall comply with all federal, provincial and municipal laws and regulations in performing all Services, including, without limitation, the Occupational Health and Safety Act and the Workplace Safety and Insurance Act, 1997, or any successor legislation, as applicable, and shall provide to the City, upon request, periodic reports confirming such compliance.

25.0 GOVERNING LAW

25.1 This Agreement shall be governed by the laws of the Province of Ontario, and of Canada. Any dispute arising out of this Agreement will be determined by a court of competent jurisdiction in the Province of Ontario unless otherwise agreed to in writing by the City.

26.0 SCHEDULES

26.1 The following schedules are attached to and form a part of this Agreement in the same manner and with the same effect as if they were included in the body hereof:

Schedule “A” – Statement of Work

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APPENDIX C

STANDARD SUBMISSION FORMS

FORM 1: Proposal Submission Form – Mandatory

FORM 2: Notice of No Submission – If Applicable

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3. POLICIES The Proponent has read, understood and agrees to comply with the policies, practices and statements found on the City’s website at the following link: http://insideto.toronto.ca/purchasing/index.htm Without limiting the Proponent's acknowledgement of the City's general procurement policies, by signing this form, the Proponent acknowledges and certifies that the Proponent, and any of its proposed subcontractors, will provide the goods and/or services in compliance with the following specific policies:

3. 1 POLICY TO EXCLUDE BIDS FROM EXTERNAL PARTIES INVOLVED IN THE PREPARATION OR DEVELOPMENT OF A SPECIFIC CALL/REQUEST Did you, the proponent, assist the City of Toronto in the preparation of this Request for Proposal call? Specify: Yes _______ No _________ For a copy of the City of Toronto Policy, visit the website: POLICY TO EXCLUDE BIDS FROM EXTERNAL PARTIES INVOLVED IN THE PREPARATION OR DEVELOPMENT OF A SPECIFIC CALL/REQUEST

3.2 RESTRICTIONS ON THE HIRING AND USE OF FORMER CITY OF TORONTO EMPLOYEES FOR CITY CONTRACTS Proponents are to state the name(s) of any former City of Toronto management employee(s) hired/used by your firm, if any, who have left the employ of the City or its special purpose bodies within the last two years. Specify: _________________________________________________________________ This policy will be considered in the evaluation of all submissions received by the City of Toronto in addition to any other potential conflicts of interest and unfair advantages identified in the RFP. For a copy of the City of Toronto Policy, visit the website: RESTRICTIONS ON THE HIRING AND USE OF FORMER CITY OF TORONTO MANAGEMENT EMPLOYEES FOR CITY CONTRACTS 3.3 RIGHT TO REJECT DEBTORS AND SET OFF POLICY For a copy of the City of Toronto Policy, visit the website: RIGHT TO REJECT DEBTORS AND SET OFF POLICY

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3.4 ENVIRONMENTALLY RESPONSIBLE PROCUREMENT STATEMENT For a copy of the City of Toronto Environmentally Responsible Procurement Policy, visit the website: ENVIRONMENTALLY RESPONSIBLE PROCUREMENT STATEMENT State if environmentally preferred products/service is being offered: YES______ NO______ State briefly the environmental benefit of the product/service offered: __________________________________________________________________________ __________________________________________________________________________ 3.5 DECLARATION OF COMPLIANCE WITH ANTI-HARASSMENT/DISCRIMINATION LEGISLATION & CITY POLICY Organizations/individuals in Ontario, including the City of Toronto, have obligations under the Ontario Human Rights Code, the Occupational Health and Safety Act, the Employment Standards Act, the Accessibility for Ontarians with Disabilities Act, the Criminal Code of Canada and the Charter of Rights and Freedoms. In addition, the City of Toronto also has policies that prohibit discrimination on the additional grounds of political affiliation or level of literacy, subject to the requirements of the Charter. Organizations are required to have and post policies, programs, information, instruction, plans and/or other supports, and an appropriate internal process available to their employees and service recipients to prevent, address and remedy discrimination, racism, harassment, hate and inaccessibility complaints under the applicable legislation and including the additional grounds of discrimination prohibited under City policy. Individuals are obliged to refrain from harassment/hate activity. The City of Toronto requires all organizations and individuals that contract with the City to sign the following Declaration of Compliance with Anti-Harassment/Discrimination Legislation & City Policy. This Declaration must be signed by your organization and submitted with the contract or Letter of Understanding. The name of your organization and the fact that you have signed this declaration may be included in a public report to City Council. Declaration:

I/we uphold our obligations under the above provincial and federal legislation. In addition, I/we uphold our obligations under City policies which prohibit harassment/discrimination on a number of grounds including political affiliation and level of literacy. WHERE LEGALLY MANDATED I/we have in place the necessary policies, programs, information, instruction, plans and/or other supports that are consistent with our obligations, and I/we have an internal process available to my/our employees and service recipients to prevent, address and remedy discrimination, racism, harassment, hate and inaccessibility complaints. I/we agree that I/we shall, upon the request of the City, provide evidence of the policies, programs, information, instruction, plans and other supports and an appropriate internal complaint resolution process required under this Declaration which is sufficient to allow the City to determine compliance. I/We acknowledge that failure to demonstrate compliance with this declaration to the satisfaction of the operating Division, in consultation with the City Solicitor, may result in the termination of the contract.

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3.6 DECLARATION OF COMPLIANCE WITH THE CITY OF TORONTO FAIR WAGE AND LABOUR TRADES POLICY By signing this form, the proponent acknowledges and certifies that the proponent, and any of its proposed subcontractors, will provide the services in compliance with the City's Fair Wage and Labour Trades Policy. The policy and schedules are available on the Fair Wage Office website – www.toronto.ca/fairwage 3.7 ACCESSIBILITY STANDARDS FOR CUSTOMER SERVICE TRAINING REQUIREMENTS POLICY For a copy of the City of Toronto Policy, visit the website: ACCESSIBILITY STANDARDS FOR CUSTOMER SERVICE TRAINING REQUIREMENTS POLICY

4. OTHER CONFLICT OF INTERESTS OR PROHIBITED CONDUCT The City may prohibit a proponent from participating in a procurement process, or from being awarded a contract based on past performance or based on inappropriate conduct in a prior procurement process or resulting contract, and such inappropriate conduct shall include but not be limited to the following:

(a) the submission of quotations containing misrepresentations or any other inaccurate, misleading or incomplete information;

(b) the refusal of the proponent to honour its pricing or other commitments made in a proposal or bid; (c) the proponent has communicated or entered into an agreement or arrangement with other

proponents or suppliers in relation to this procurement process without the knowledge of the City's Chief Purchasing Official;

(d) the proponent or its affiliated persons have previous convictions for collusion, price fixing, bribery, fraud or similar behaviour or practices prohibited by applicable law;

(e) the proponent has threatened, intimidated or harassed other prospective suppliers or City staff in relation to an existing or proposed City contract;

(f) the proponent has offered gifts or favours (including employment) to City staff, Councillors or other officials which might influence or interfere with their official duties with the City;

(g) the proponent or any persons retained by the proponent has attempted to communicate or lobby any City staff or Councillors to obtain a contract, except for such communications as are explicitly permitted with the Chief Purchasing Official under the City's Lobbyist Registry By-law; or

(h) any other conduct, situation or circumstance, as solely determined by the City, that constitutes a Conflict of Interest.

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

(a) in relation to the procurement process, the proponent has an unfair advantage or engages in conduct, directly or indirectly, that may give it an unfair advantage, including but not limited to (i) having, or having access to, confidential information of the City in the preparation of its proposal that is not available to other proponents, (ii) communicating with any person with a view to influencing preferred treatment in the procurement process (including but not limited to the lobbying of decision makers involved in the procurement process), or (iii) engaging in conduct that compromises, or could be seen to compromise, the integrity of the procurement process; or

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

the subject of this procurement, the proponent’s other commitments, relationships or financial interests (i) could, or could be seen to, exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgment, or (ii) could, or could be seen to, compromise, impair or be incompatible with the effective performance of its contractual obligations.

If the box below is left blank, the proponent will be deemed to declare that (a) there was no Conflict of Interest or other prohibited conduct in connection with preparing its proposal; and (b) there is no foreseeable Conflict of Interest in performing the contractual obligations contemplated in the procurement process. The proponent declares that there is an actual or potential Conflict of Interest relating to the preparation of its proposal, and/or the proponent foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the procurement. If the proponent declares an actual or potential Conflict of Interest or any prohibited conduct, the proponent must set out the details below: The following individuals, as employees, advisers, or in any other capacity (a) participated in the preparation of our proposal; AND (b) were employees of the City and have ceased that employment within twenty four (24) months prior to the Submission Deadline: Name of Individual: Job Classification: Department: Last Date of Employment with the City: Name of Last Supervisor: Brief Description of Individual’s Job Functions: Brief Description of Nature of Individual’s Participation in the Preparation of the Proposal: (Repeat above for each identified individual. Proponents may include this information on a separate sheet if more space is required) The proponent agrees that, upon request, the proponent shall provide the City with additional information from each individual identified above in a form prescribed by the City.

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5. DISCLOSURE OF INFORMATION The proponent hereby agrees that any information provided in this proposal, even if it is identified as being supplied in confidence, may be disclosed where required by law or if required by order of a court or tribunal. The proponent hereby consents to the disclosure, on a confidential basis, of this proposal by the City to the City’s advisers retained for the purpose of evaluating or participating in the evaluation of this proposal. The proponent shall provide the City with ongoing disclosure, should the proponent be awarded a contract and any of the information provided above change.

6. ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA BY NUMBER AND ISSUE DATE I/WE ACKNOWLEDGE THE RECEIPT OF: ADDENDUM No(s). TO DATED TO

SIGNATURE OF AUTHORIZED SIGNING OFFICER _______________________________________________________________________________________ PRINTED NAME OF SIGNING OFFICER

I have authority to bind the proponent and attest to the accuracy of the information provided in this proposal.

THIS FORM MUST BE SIGNED AND SUBMITTED WITH YOUR PROPOSAL OR YOUR PROPOSAL WILL BE DECLARED NON-COMPLIANT.

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IMPORTANT - PLEASE READ THIS It is important to the City of Toronto to receive a reply from all invited Proponents. There is no obligation to submit a Proposal; however, should you choose not to submit, completion of this form will assist the City in determining the type of services you are interested in submitting a Proposal in the future. INSTRUCTIONS: If you are unable, or do not wish to submit a Proposal on this Request for Proposals, please complete the following portions of this form. State your reason for not submitting a Proposal by checking applicable box(es) or by explaining briefly in the space provided. It is not necessary to return any other Request for Proposals documents. 1. We do not offer this service. Other reasons or additional comments. 2. We do not offer services to these requirements. 3. Unable to offer services competitively. 4. Cannot handle due to present commitments. 5. Quantity/project too large. 6. Cannot meet delivery/completion requirements. 7. Licensing restrictions. Do you wish to participate in Request for Proposals for services in the future? YES ____ NO ____

For City’s use only - Do not write in this space. Company Name:

Address:

Signature of Company Representative:

Position:

Date: Tel. No.: Fax No.:

Fax: 416-397-7779 or Email: ayang@toronto.ca

FORM 2

RFP # : 9144-16-7161 AY

CLOSING DATE: JULY 13, 2016

NOTICE OF “NO SUBMISSION”

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FORM 3: SKILLS EVALUATION MATRIX Oracle APEX Developer – Skills Evaluation Matrix 

Mandatory Skillsets  Requested Versions 

Versions Worked On 

# of months of Experience 

Description of Experience 

Reference to Project in Resume (page#) 

 Oracle RDBMS 

 11g 

       

 Oracle APEX 

 4.x and 5.x 

       

 Oracle PL/SQL 

  

       

 HTML 

 5 

       

 CSS 

 2.x and 3 

       

 JavaScript 

  

       

 jQuery 

         

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APPENDIX D PRICE DETAIL FORM

Item Description Estimated Days Per Diem Rate Total

= Estimated Days * Per Diem Rate

1

Per diem rate 146 $ $

For instructions on completing this form, see Article 5.3, subsection 3.

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APPENDIX E PROPOSAL EVALUATION TABLE

Compliance with Mandatory Submission Requirements (Refer to Article 5.2):

Pass/Fail

Proponent Profile and Experience (Refer to Article 5.3, Subsection 1) 20

Experience and Qualifications of the Consultant (Refer to Article 5.3, Subsection 2)

60

Proponents must meet a minimum of 70% to be considered further. Price/Cost: [Formula: (lowest cost Proposal Proponent’s Proposal cost) x 20]

20

Total Score 100

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