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February 8, 2017 NOTICE TO POTENTIAL PROPONENTS

Request for Proposal No. 6709-17-7071 For: Pre-selection of UV Disinfection Equipment for Ashbridges Bay Treatment Plant

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 March 1, 2017.

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: (yes/no) No Attendance Requirement:

Date: Time:

Location: Deadline for Questions (must be in writing):

February 23, 2017 at 4:30 PM

City Contact: Candida Charles, Senior Corporate Buyer

Purchasing and Materials Management Division (t) 416-392-7326 (e)[email protected]

For convenience you may affix the following address label to the envelope(s) containing your submission. ��---------------------------------------------��-----------------------------------��

COMPANY NAME:

RFP NO.: 6709-17-7071 CLOSING DEADLINE: 12:00 Noon

(local Toronto time)March 1, 2017.

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

Joanne Kehoe, Manager Professional Services

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Pre-selection of UV Disinfection System for Ashbridges Bay Treatment Plant

RFP No. 6709-17-7071

CITY OF TORONTO Engineering and Construction Services

Servicing Toronto Water, Solid Waste Management and Transportation Services

Pre-selection of UV Disinfection Equipment For Ashbridges Bay Treatment Plant

REQUEST FOR PROPOSAL

Table of Contents

TERMINOLOGY ................................................................................................................ 4

REFERENCES TO LABELED PROVISIONS .......................................................................... 4 DEFINITIONS .......................................................................................................................... 4 INTERPRETATION ................................................................................................................. 9 PROPOSAL PROCESS .......................................................................................................... 9

OVERVIEW ...................................................................................................................... 10

INTRODUCTION ................................................................................................................... 10 INTENT OF THE RFP ........................................................................................................... 10 DEFAULT OF FAILURE TO EXECUTE EQUIPMENT SUPPLY CONTRACT....................... 11 WARRANTIES OF PROPONENTS ....................................................................................... 12 PROPONENTS RESPONSIBILITIES ................................................................................... 13 PROPONENTS TO AGREE .................................................................................................. 14 ABILITY AND EXPERIENCE OF PROPONENT ................................................................... 15 NON-MERGER ..................................................................................................................... 15 CITY PURCHASE ORDER.................................................................................................... 15

SCOPE OF WORK .......................................................................................................... 16

SCOPE OF WORK OVERVIEW ............................................................................................ 16 GENERAL REQUIREMENTS: .............................................................................................. 16 DETAILED TECHNICAL REQUIREMENTS .......................................................................... 16 DELIVERABLES UNDER THIS RFP ..................................................................................... 17 EQUIPMENT DELIVERY UNDER THE GENERAL CONTRACT .......................................... 17

CITY OF TORONTO’S RESPONSIBILITIES .................................................................. 18

GENERAL ............................................................................................................................. 18

PROPOSAL EVALUATION AND SELECTION .............................................................. 19

SELECTION COMMITTEE .................................................................................................... 19 SELECTION CRITERIA ........................................................................................................ 19 SELECTION PROCESS ........................................................................................................ 22 INTERVIEWS OR DEMONSTRATIONS ............................................................................... 23 CLARIFICATIONS ................................................................................................................. 24 EVALUATION RESULTS ...................................................................................................... 24 NEGOTIATIONS AND AGREEMENT ................................................................................... 24 IRREVOCABLE PERIOD FOR ACCEPTANCE .................................................................... 25 AGREEMENTS/PURCHASE ORDER .................................................................................. 25

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TECHNICAL PROPOSAL SUBMISSION ....................................................................... 26

OVERVIEW ........................................................................................................................... 26 PROPOSAL DOCUMENTATION AND MANDATORY SUBMISSION

REQUIREMENTS ................................................................................................................. 26 PROPOSAL DELIVERY ........................................................................................................ 27 TECHNICAL PROPOSAL CONTENT ................................................................................... 34

COST PROPOSAL .......................................................................................................... 41

DOCUMENTATION AND DELIVERY .................................................................................... 41 SUBMISSION CONTENT ...................................................................................................... 41 COST PROPOSAL EVALUATION ........................................................................................ 41 PAYMENTS FOR SHOP DRAWING UNDER THE EQUIPMENT PRE-SELECTION

PROPOSAL .......................................................................................................................... 53 PAYMENT FOR THE SUPPLY OF EQUIPMENT UNDER THE CONSTRUCTION

CONTRACT .......................................................................................................................... 53 CURRENCY .......................................................................................................................... 53 TAXES................................................................................................................................... 53 PRICES ................................................................................................................................. 53 PAYMENT ADJUSTMENT .................................................................................................... 56

APPENDICES ....................................................................................................................................... 57

Appendix A Equipment Pre-selection General Terms and Conditions Appendix B RFP Process Terms and Conditions Appendix C City Submission Forms

C.1 Form 1 – Proposal Submission Form C.2 Form 2 – No Bid Form C.3 City Insurance Forms

Appendix D Equipment Pre-selection Technical Documents………………………………CD D.1 Technical Specifications D.2 Drawings

Appendix E Construction Contract General Conditions E.1 Construction General Conditions (CCDC2-2008, for Installation Contract, for

reference only) E.2 Construction Supplementary General Conditions (for Installation Contract, for

reference only)

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TERMINOLOGY

REFERENCES TO LABELED PROVISIONS

.1 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).

DEFINITIONS

.1 Throughout this Request for Proposal and any resulting Agreement, unless inconsistent with the subject matter or context,

.2 “Acceptance Date” means the date of final acceptance of all Equipment by the City in accordance with section 25 of the Equipment Pre-Selection General Terms and Conditions and notice of such acceptance has been provided by the City to the General Contractor;

.3 “Agreement” means any written contract between the City and the Successful Proponent or any purchase order issued by the City to the Successful Proponent 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, including but not limited to the Equipment Pre-Selection General Terms and Conditions attached as Appendix A and the Equipment Pre-Selection Technical Documents attached as Appendix D.

.4 “Proponent” means any person submitting a Proposal for the supply of the Equipment to the Work as specified in this Request for Proposal and which, if selected by the City, will become the Equipment Supplier upon execution of an Equipment Supply Contract with the General Contractor;

.5 “City” means the City of Toronto.

.6 "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.

.7 “Claims” or “Claim” means any demands, claims, liabilities, actions, causes of action, suits, proceedings, executions, liens and otherwise for, without limitation, damages and loss of any kind and any nature whatsoever including property damage, bodily injury (including death), loss of reputation, loss of opportunity, economic loss, royalties, fines, penalties, interest, charges, expenses and costs (including legal costs on a substantial indemnity basis);

.8 “Closing Time” means twelve o’clock noon on the closing date specified on the Request for Proposal and includes any adjustment or extension thereto by way of Addendum;

.9 "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

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(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 or unfair; or,

b. In relation to the performance of its contractual obligations in the Agreement, the Equipment Supplier's other commitments, relationships or financial interests (i) could or could be seen to exercise 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;

.10 “Construction” means the total construction and related services required by the General Contract;

.11 “Construction General Conditions” means CCDC 2-2008 of Contract for the construction of the Work, forming part of the General Contract;

.12 “Construction Supplementary Conditions” means supplementary conditions to CCDC 2-2008 forming part of the General Contract;

.13 “Consultant” means any consultant retained by the City to advise and/or perform services on the behalf of the City with respect to the Equipment, Work or Project;

.14 “Contract Administrator” means the person designated by the City to be the City’s authorized representative for the purposes of this RFP, the Equipment Supply Contract, and the General Contract;

.15 “Contract Documents” means the Equipment Supply Contract, the RFP Documents and the Agreement;

.16 "Council" means City Council;

.17 “Day”, unless expressly provided otherwise, means calendar day;

.18 “Design Coordination Drawings” or “Shop Drawings” means the drawings which the City may order from the Equipment Supplier to assist in the design of the Work, as provided in the Specifications;

.19 “Equipment” means UV Disinfection Equipment, more particularly described in the Specifications and includes all appurtenances, goods, materials, articles, works and services related to thereto, specified or called for in or under the RFP Documents or reasonably inferable from the RFP Documents as included;

.20 “Equipment Price” means the total lump sum price to supply the Equipment to the Work, as contemplated by this RFP, submitted in the Proponent Proposal, but does not include the Design Coordination Drawings (Shop Drawings) price, or the price for Provisional Items or Extension Costs.;

.21 “Equipment Supply Contract” means the agreement between the General Contractor and the Equipment Supplier for the supply of the Equipment to the Work, in accordance with the terms and conditions specified in the RFP Documents;

.22 “Equipment Supplier” means the Proponent which has been selected by the City and will enter an agreement with the General Contractor to supply the Equipment for the Work.

.23 “Executive Director” means the Division Head of the City Engineering and Construction Services Division of the City.

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.24 “Equipment Pre-Selection General Terms and Conditions” means the general contract conditions set out in Appendix A, which form part of the Agreement;

.25 “General Contract” means the contract entered into, or proposed to be entered into, between the City and the General Contractor for construction of the Work into which the Equipment specified in this Request for Proposal is to be incorporated, together with any documents expressly forming part of such contract;

.26 “General Contractor” means the person or entity contracting with the City for the provision of labour, supplies, materials, equipment and other resources for the supply, execution, fabrication, installation and construction of the Work into which the Equipment specified in this Request for Proposal is to be incorporated, and which is the person or entity responsible for contracting with the Equipment Supplier for the supply of the Equipment to the Work;

.27 Goods” means any item of tangible personal property or computer software and, without limiting the generality of the foregoing, includes deeds and instruments relating to or evidencing the title or right to such personal property, or a right to recover or receive such property;

.28 “HST” means Harmonized Sales Tax.

.29 “Indemnitees” means the City, their officers, directors, employees, agents and representatives, their successors and assigns;

.30 “Law” or “Laws” means all applicable statutes, laws, orders-in-council, by-laws, regulations, codes, ordinances, notices, rulings, orders, directives, requirements, policies and controls of the federal, provincial and municipal governments, including a by-law of the municipal council of the city, and all applicable court orders, judgments and declarations of a court or tribunal of competent jurisdiction; and a reference to any law or to a provision thereof shall be deemed to include a reference to any law or provision enacted in substitution therefor or amendment thereof;

.31 “Lowest Net Cost” means the compliant Proposal having the lowest aggregate cost to the City being the Proposal Price comprised of the Equipment Price, the Design Coordination Drawings (Shop Drawing) price and the Extended Service Agreement Costs;

.32 “May” and “should” used in this RFP denote permissive (not mandatory).

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

.34 “must”, “shall” and “will” used in this RFP denote imperative (mandatory), meaning Proposals not satisfying imperative (mandatory) requirements will be deemed to be noncompliant and will not be considered for contract award.

.35 “Owner” means the City of Toronto which is the owner of the lands and premises upon which the Project is to be undertaken and includes any of its designated employees, officials or agents who are engaged to represent the city in its capacity as owner on the Project;

.36 “Plans” means all plans, profiles, drawings, sketches, or copies thereof exhibited, used or prepared for or in connection with the work embraced under the Equipment Supply Contract;

.37 “Project” means the City of Toronto’s Ashbridges Bay Treatment Plant – Effluent Disinfection Upgrades for which the Work and the supply of the Equipment may be the whole or a part;

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.38 “Project Manager” means main contact person at the City for all matters relating to the project;

.39 “Proponent” means a legal entity that submits a Proposal in response to a formal Request for 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 the City may enter into an Agreement, and the other member(s) must be identified as subcontractors to the Proponent;

.40 “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;

.41 “Proposal Price” means the total sum of all prices and costs quoted by the Proponent and set out in Section 7, Cost Proposal;

.42 “Proposal Terms Acceptance Period” means the time period set out in the Proposal during which a Proponent’s Equipment Price and all other prices (excluding the price for Design Coordination Drawings and Proposal Extension Costs, which shall be irrevocably open for acceptance by the City for the same period), terms and conditions set out in its Proposal are irrevocably open for acceptance by the General Contractor, and where no such period is indicated in the Proposal, the period one (1) year following the closing date for this RFP, and includes any extension thereof by the City;

.43 “Proposal Validity Period” means the time period set out in the Proposal during which a Proponent’s Proposal is irrevocably open for acceptance by the City, and where no such period is indicated in the RFP, the period of one hundred and eighty (180) calendar days following the Closing Date for this RFP, and includes any extension thereof by the City;

.44 “Provisional Items” means those unit priced items set out in Price Tables in Section 7, Cost of Equipment Proposal;

.45 “Purchase Order” means a document issued by the General Contractor to the Equipment Supplier for the Equipment pursuant to the Equipment Supply Contract;

.46 “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;

.47 “Services” means all services and deliverables to be provided by a Vendor as described in this RFP;

.48 “Schedule of Pre-Selected Equipment” means the schedule contained in the Form of Tender to the General Contract tender setting out the selected Equipment Supplier and Equipment, Equipment Price and Equipment delivery period;

.49 “Shop Drawings” shall have the meaning set out in the Technical Specifications and share the same meaning as “Design Coordination Drawings”;

.50 “Specifications” means all written or printed descriptions, instructions or parameters within the RFP pertaining to the method and manner of supplying the Equipment or performing the scope and requirements related to such supply, including those pertaining to the qualities of the Equipment and includes, without limitation, the Technical Specifications and any other technical, functional and warranty requirements set out in the RFP documents;

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.51 “Subcontractor” means a person or entity having a direct contract with the Equipment Supplier to perform a part or parts of the supply of the Equipment or perform services related to the supply of the Equipment with respect to the Work;

.52 “Successful Proponent” or 'Vendor" means the Proponent that has been selected by the City for the supply of the Equipment to the Work;

.53 “Supply” in respect to the Equipment means the provision, execution, design, fabrication, construction, testing, delivery, inspection and commissioning of the Equipment and operations and maintenance training of City personnel in respect to the Equipment and includes, without limitation, all related services, works, Goods and items identified or contemplated in the RFP, and the sale and transfer of all ownership interest and rights thereto absolutely from the Equipment Supplier to the General Contractor for ultimate transfer to and use by the City pursuant to the General Contract;

.54 “Supply Completion Date” means the date, set out in Section 6 of Technical Proposal Submission, Subsection 5, Delivery Schedule, by which the supply of the Equipment shall be fully completed and includes any extension thereof authorized under the terms and conditions of the Equipment Pre-Selection General Terms and Conditions;

.55 “System Integrator” as specified in Technical Specifications Division 13 and Section 11720, is responsible for the programming of the Master Control Panel (MCP) and SCADA integration;

.56 “Taxes” means applicable taxes, duties, levies and like payables required by any taxing, excise or customs authority and all other charges, including applicable sales or value added taxes, customs or excise taxes or duties, including a levy or duty imposed as a Special Import Measure to which any work or supply of services or materials may be subject but excluding Harmonized Sales Tax;

.57 “Technical Specifications” means the technical and functional specifications included in Appendix D”;

.58 “Warranty Period” means the time period set out in section 6 of the Equipment Pre-Selection General Conditions in Appendix A and includes any extensions thereof, as provided for in this RFP;

.59 “Work” means all design, supply, supervision of installation, programming, system check out, start up, reliability demonstration, training and performance testing work and related services required as part of the Equipment Supply Contract to be performed at, for or to the Project and includes all incidentals necessary for execution of such services and the fulfilment of all contractual obligations and undertakings under the Equipment Supply Contract and includes, without limitation: all labour and services required to perform the Work; the transporting, acquiring, supplying, storing and otherwise dealing with materials and Equipment; all services identified in and contemplated by the RFP and those not identified in the RFP but necessary and prudent, in accordance with industry standards for the supply of the Equipment to the Work, to properly and fully conduct the supply of the Equipment to the Work and perform the undertakings contemplated in the RFP; and all incidentals necessary for diligent and satisfactory execution of the Work and the fulfilment of all other contractual obligations and undertakings of the Equipment Supplier under the RFP;

.60 “Working Day” mean a day other than a Saturday, Sunday, or holiday which is observed by the construction industry in the area of the place of Work; and

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.61 “Work Site” is the designated site or location of the Work and the site of supply of the Equipment as determined by the City.

INTERPRETATION

In this RFP and in the Agreement, unless the context otherwise necessitates,

.1 any reference to an officer or representative of the City shall be construed to mean the person holding that office from time to time, and the designate or deputy of that person, and shall be deemed to include a reference to any person holding a successor office or the designate or deputy of that person;

.2 a reference to any Act, bylaw, rule or regulation or to a provision thereof shall be deemed to include a reference to any Act, bylaw, rule or regulation or provision enacted in substitution thereof or amendment thereof;

.3 all amounts are expressed in Canadian dollars and are to be secured and payable in Canadian dollars;

.4 all references to time shall be deemed to be references to current time in the City;

.5 a word importing only the masculine, feminine or neuter gender includes members of the other genders; and a word defined in or importing the singular number has the same meaning when used in the plural number, and vice versa;

.6 any words and abbreviations which have well-known professional, technical or trade meanings, are used in accordance with such recognized meanings;

.7 all accounting terms have the meaning recognized by or ascribed to those terms by the Canadian Institute of Chartered Accountants; and

.8 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.

.9 Where there is a reference to a matter requiring the consent or the approval of the City, such consent or approval, any conditions thereof, or the denial of same shall be deemed to be exercisable by the City in its absolute discretion.

.10 The RFP documents are complementary and what is required by any part thereof shall be considered as being required by the whole.

PROPOSAL PROCESS

.1 The proposal process is governed by the RFP Process Terms and Conditions in Appendix “B”.

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OVERVIEW

INTRODUCTION

.1 The City is pre-selecting an Equipment Supplier for UV Disinfection system for the Effluent Disinfection Project at Ashbridges Bay Treatment Plant (ABTP).

.2 ABTP is one of the four wastewater treatment plants operated by the Wastewater Treatment Section of Toronto Water. The Plant is located at 9 Leslie Street, Toronto, Ontario.

.3 ABTP is a conventional activated sludge plant with a rated average capacity of 818 MLD. The plant services a combined sewer system and can receive peak instantaneous flows during wet weather up to 3,300 MLD.

INTENT OF THE RFP

.1 The purpose of this RFP is to select an Equipment Supplier to provide all required Equipment forming part of the proposed Work under the General Contract, as detailed in this RFP.

.2 The objective is to ensure that a high quality product is delivered in accordance with the terms and conditions of the RFP Documents and commissioned on schedule and on budget. The performance of the Equipment must meet or exceed the requirements of the City as set out in this RFP.

.3 The City intends to tender one (1) General Contract for the Work: Effluent Disinfection Project Contract and select one (1) General Contractor. The Successful Proponent to this RFP will be identified in such tender by the City as the Equipment Supplier for the Equipment to be provided under the General Contract. The selected Equipment will be shown in the working drawings, specified in the specifications and listed in the Section 3 (Pricing Form) – Tender Submission Package of the General Contract in the Schedule of Pre-Selected Equipment. It will be the responsibility of the bidders for the General Contract to independently confirm the Equipment Price and other contract terms and conditions for the pre-selected Equipment and arrange all necessary delivery dates with the Successful Proponent. The Schedule of Pre-Selected Equipment included in the Tender Document of General Contract will state the Equipment Price and related delivery periods quoted, by the Successful Proponent, for the Equipment selected by the City based on this RFP.

.4 The General Contractor will purchase and make payments directly to the Equipment Supplier for the Equipment in accordance with the terms of this RFP, and the terms of payment as described herein, from money received by the General Contractor from the City under the General Contract in payment for materials and equipment. The Equipment Supplier shall not begin the supply of the Equipment until notified to do so by the receipt of a Purchase Order from the General Contractor. The General Contractor will be responsible for issuing the Purchase Order, scheduling, ordering, obtaining submittals, receiving, inspecting, unloading, protecting, installing and paying for the Equipment. The General Contractor will be required to work with the Equipment Supplier in scheduling delivery of the Equipment and dates that the Equipment Supplier's representatives should be available to assist in installation, adjusting, commissioning and start-up of the Equipment, making any corrections necessary to the Equipment.

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.5 By submitting a Proposal, in addition to its obligations with respect to the Agreement with the City, Proponents are agreeing to enter into an Equipment Supply Contract with the General Contractor and be bound by the terms and conditions contained in the Equipment Pre-Selection General Terms and Conditions, the Construction General Conditions (as it affects the supply of the Equipment), the Construction Supplementary Conditions (as it affects the supply of the Equipment)and the RFP, all of which are intended to form part of the Equipment Supply Contract.

.6 Following execution of the General Contract and issuance of the Contract Administrator’s written order to commence work to the General Contractor, the General Contractor will be responsible for issuing a Purchase Order to the Successful Proponent for the selected Equipment.

.7 The City will issue a separate purchase order to the Successful Proponent for Shop Drawings to assist the Contract Administrator in coordinating the selected Equipment with the design of the Work into which the selected Equipment will be incorporated. The Shop Drawings shall be delivered to the City prior to the issuance of a Purchase Order by the General Contractor for the required Equipment. If ordered, the City will directly pay the Successful Proponent for the Shop Drawings. The limit of the value of the purchase order issued by the City will be the amount quoted in the Successful Proponent’s Proposal for the preparation of Shop Drawings.

.8 Notwithstanding any other provision in this RFP, the City’s acceptance of a Proposal and selection of the Successful Proponent shall in no way warrant or guarantee that the City will tender a General Contractor that the General Contractor will issue an order for the Equipment to the Successful Proponent. Unless expressly provided otherwise in writing by the City, the City’s obligations to the Successful Proponent shall be limited to payment of the price for Shop Drawings set out in the Successful Proponent’s Cost Proposal, if a purchase order is issued by the City to the Successful Proponent for said Shop Drawings and said Shop Drawings are furnished by the Successful Proponent to the City in accordance with the RFP Documents.

DEFAULT OF FAILURE TO EXECUTE EQUIPMENT SUPPLY CONTRACT

Without limiting, restricting or precluding any other right or privilege of the City under the RFP Documents, in Law or in equity, if the Successful Proponent for any reason fails or defaults in executing the Equipment Supply Contract with the General Contractor(s) in accordance with the terms and conditions of this RFP, the City may at its option elect in writing to either:

.1 Consider that the Successful Proponent has abandoned the Agreement and the acceptance thereof by the City shall be null and void; or

.2 Require the Successful Proponent to pay the City the difference between its Proposal and any other Proposal which the City accepts (and, upon which an Equipment Supply Contract is entered into), if the latter is for a greater amount or cost or of lesser value to the City (or any or all of the foregoing) and, in addition, to pay to the City any cost or loss, including but not limited to the value of lost benefits offered by such Equipment Supplier’s Proposal which is not offered by another Proponent, which the City may incur by reason of the Successful Proponent’s failure or default, and further the Successful Proponent will indemnify and save harmless the City and its Indemnitees and contractors (including the General Contractor(s)) from all Claims whatever which it, they or any of them may suffer, incur or be put to by reason of such default or failure of the Successful Proponent.

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WARRANTIES OF PROPONENTS

Each Proponent shall be deemed to have expressly warranted upon the submission of its Proposal as follows:

.1 The Proponent, if a corporation, is a duly incorporated, organized and subsisting corporation and has all requisite powers, capacities, authorities, permits, licences and permissions under its governing legislation, any other Laws applicable to it and under its Articles of Incorporation and by-laws under which it is organized, to carry on all businesses in which the Equipment Supplier is engaged; and enter into, exercise its rights and perform and comply with its responsibilities and obligations under the RFP Documents; and that all actions, conditions and things have been done, taken or fulfilled with respect thereto, that are required by Law, contract or otherwise; or, if other than a corporation, is duly registered as a business under all applicable legislation, and as such has all requisite powers, capacities, permits, licences and permissions under its governing legislation and the other Laws applicable to it, to carry on all businesses in which the Equipment Supplier is engaged; enter into, exercise its rights and perform and comply with its obligations under the RFP Documents; and that all actions, conditions and things have been done, taken or fulfilled with respect thereto, that are required by Law, contract or otherwise.

.2 The Proponent and its Subcontractors and the respective workforce of each are qualified to perform the Services and to perform the Agreement and hold all requisite permits, licences, franchises and other authorizations required by this RFP, and by Law, contract and otherwise with respect thereto.

.3 The Proponent is not a party to any agreement under the terms of which the Proponent is prohibited or restricted from entering into any of the obligations assumed, liabilities imposed, or restrictions accepted by the Equipment Supplier under the RFP Documents.

.4 To the best of the Proponent's information and belief and after making diligent inquiries,

a. the information concerning the business, affairs and financial and other condition of the Proponent that are contained in all documents, memoranda, records, statements made, sent or given by the Proponent to the City prior to entering into the Agreement, and in its current regulatory filings, are true and accurate in all material respects; and

b. the Proponent is not aware of any material facts or circumstances having a bearing upon its ability to perform its obligations under the Agreement which have not been disclosed to the City in writing.

.5 The Proponent shall forthwith advise the City in writing in the event it becomes aware of any material fact or circumstance which may arise, at any time that may have a bearing upon its ability to perform or assume its obligations under the Agreement.

.6 Performance Security: The Equipment Supplier shall, upon the execution of the Equipment Supply Contract and prior to the commencement of the supply of the Equipment to the Work, furnish to the General Contractor security for the performance of the Equipment Supply Contract and for the payment of all necessary services and materials required to complete the supply of the Equipment in a satisfactory manner, in a form and with a surety company acceptable to the General Contractor and securing at least 50 per cent of the Equipment Price, or such other percentage or amount as may be provided in the Equipment Pre-Selection General Terms and Conditions, which security shall remain in full force and effect until the completion of the Warranty Period.

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PROPONENTS RESPONSIBILITIES

.1 The Proponent is required to examine drawings, plans, information and data mentioned in this RFP. No plea for ignorance of conditions that exist or that may be encountered in the execution of the supply of the Equipment to the Work, as a result of a failure to make the necessary examinations will be accepted as an excuse for failures on the part of the Equipment Supplier to fulfil the requirements of the Agreement or Equipment Supply Contract and no claim for extra compensation or for an extension of time will be allowed.

.2 Unless otherwise expressly agreed to by the City in writing, where technical information or details are provided by the City or its representatives and forms part of this RFP or any Addenda thereto,

a. the City shall exercise reasonable care in the preparation of those estimates, documents and information but shall not be taken to warrant their accuracy and shall not be liable for any inaccuracy therein unless that inaccuracy is the result of the deliberate misrepresentation of the City or a member of its staff;

b. any representations in this RFP were furnished merely for the general information of Proponents and were not in any way warranted or guaranteed by or on behalf of the City, its employees or Consultants, and neither the City or its employees nor its Consultants or its employees shall be liable for any representations, negligent or otherwise contained in the documents;

c. estimates, reports, data, or details shall be deemed to have been provided only as a guide for potential Proponents

d. where quantities are shown as approximate or estimated, they are not guaranteed to be accurate and are furnished without any liability on behalf of the City and shall be used as a basis for comparison only;

e. Proponents are required to examine carefully that information and the responsibility for verification of the information so provided shall rest with each Proponent;

f. the City shall not be responsible for the accuracy of information provided by the City from third party sources for use by a Proponent including the Successful Proponent. All such information shall be verified by the Proponent or the Successful Proponent before relying on same; and

g. the Proponents shall be deemed to have released and waived any rights and claims against the City and its representatives for any negligent misrepresentation, misstatement, error or omission.

.3 All persons submitting Proposals and all their Subcontractors shall be responsible for examining and shall be held to have thoroughly examined all documents comprising this RFP and to have thoroughly familiarized themselves with all pertinent conditions before submission of their respective Proposals, and no allowance shall be subsequently given by the City for or by reason of any error or omission on the part of any Proponent or Subcontractor with respect thereto or for failure by the Proponent or Subcontractor to examine carefully all conditions relating to the Work Site. The City shall not be liable for any costs associated with any site inspection.

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.4 Where clarification of any information, document or matter is required by a Proponent, it shall be the responsibility of the Proponent to seek clarification in a timely manner from the City, in sufficient time to permit the City to respond, and satisfy itself with respect to same before submitting a Proposal. Notwithstanding the foregoing, the City shall have no obligation to respond.

.5 It is the Proponent’s responsibility to become familiar with and comply with all City Purchasing policies which may be viewed at www.toronto.ca/tenders/index.htm#policy.

PROPONENTS TO AGREE

.1 By submitting a Proposal in response to this RFP, Proponents agree that if its Proposal is accepted by the City, which may take the form of an acceptance letter or formal Agreement, upon such acceptance the Successful Proponent agrees:

a. to accept and to be fully bound to, without modification, qualification, restriction or limitation, all terms, conditions, covenants, warranties and other provisions contained in this RFP;

b. to provide all required Shop Drawings for the proposed Equipment to the City, or the Contract Administrator, within the time and for the prices identified in the Cost of Proposal. The Provision of Shop Drawings to the City, or Contract Administrator, does not relieve the Successful Proponent from the obligation to provide shop drawings to the General Contractor, and

c. to execute an Equipment Supply Contract in accordance with the terms and conditions of this RFP with the General Contractor, if and when selected by the City in response to a future construction tender and, upon execution of such contract, to supply the Equipment and provide all related services, work and materials on the terms and conditions contained therein and in accordance with the RFP Documents.

.2 The City may require the Successful Proponent to enter into a formal Agreement in such form as may be approved by the City Solicitor, and on such terms as are consistent with the RFP Documents. The Successful Proponent shall execute and deliver such formal Agreement to the City, within ten (10) Working Days of the date of its delivery by the City to the Proponent for execution. Where the City foregoes the execution of a formal Agreement, the Agreement shall be deemed to arise upon the acceptance of the Successful Proponent’s Proposal by the City. The Successful Proponent shall be responsible to the City for any costs, expenses, losses, damages and liabilities that the City may incur as a result of the Successful Proponent’s failure or refusal to execute the formal Agreement, where and as required, upon delivery by the City.

.3 The Proponent agrees that if their Proposal is accepted, the Equipment of the Proponent upon which its Proposal is based, will be shown on the drawings, specified in the specifications and listed in the Section 2 Information for Bidders of the General Contract in the “Schedule of Pre-Selected Equipment”. The General Contractor will independently verify the Successful Proponent’s Proposal prices, values and all other terms and conditions of the Equipment Supply Contract with the Successful Proponent and will enter the Proposal prices, values and related supply and delivery dates in the “Schedule of Pre-Selected Equipment” in the Form of Tender of the General Contract and will tender on the basis of the selected Equipment being furnished without option to substitute other Equipment therefore.

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ABILITY AND EXPERIENCE OF PROPONENT

.1 By submitting a Proposal, the Proponent represents and warrants that the Proponent and all the Subcontractors the Proponent proposes to use and will use on or in connection with the supply of the Equipment to the Work are thoroughly experienced in the lines of work required and warrants that the representations contained in its Proposal as to experience are true in all respects. The Proponent acknowledges that the City is relying on such representations. When required by the Executive Director, the Proponent shall submit, within 48 hours of being requested in writing by the City to do so, additional evidence satisfactory to the City of the Proponent's experience establishing that the Proponent meets the Specification as to experience. In the case of a corporation organized under the laws of another province or country, the City may require proof that the Proponent is licensed to perform the supply of the Equipment and related services of such parts, repairs shall be effected within seven (7) days) and as soon as reasonably possible but no later than thirty (30) days after the Warranty Period, as required by the Specifications.

NON-MERGER

.1 Except where otherwise expressly agreed, all provisions contained in this RFP shall not merge upon the execution of a formal Agreement or the Equipment Supply Contract, but shall be deemed to survive and remain in full force and effect.

CITY PURCHASE ORDER

.1 Once a Successful Proponent is selected, the City will issue a separate purchase order to the Successful Proponent for submission of the proposed equipment Shop Drawings in accordance with the RFP requirements. The City will directly pay the Successful Proponent for the Shop Drawings. The limit of the value of the purchase order issued by the City will be the amount quoted in the Successful Proponent's Proposal for the preparation of Shop Drawings.

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SCOPE OF WORK

SCOPE OF WORK OVERVIEW

.1 Stated in general terms, and without in any way limiting the requirements and intent of this RFP:

a. The Equipment to be supplied by the Equipment Supplier pursuant to this RFP (under the General Contract) comprises the design, fabrication, supply, delivery, supervision, inspection and certification of the installation, commissioning of the Equipment, and operations and maintenance training of City personnel in respect to the Equipment, and any other supply herein indicated.

b. The Equipment Supplier shall supply the Equipment and all services related thereto together with any appurtenances, materials and services which are not specifically described, mentioned or included in the RFP Documents but the necessity of which can reasonably be considered as inferable from the RFP Documents, as determined at the sole discretion of the Contract Administrator, to complete the supply of the Equipment to the Work without any additional cost to the City or General Contractor other than as expressly stated in the Successful Proponent’s Equipment Price set out in its Proposal and the Equipment Supplier shall not claim extra payment therefore or an extension of the time for completion on account thereof, unless expressly provided otherwise in this RFP. This includes all spare parts required for regular maintenance during the Warranty Period.

c. Only new equipment will be acceptable, and any Proposal for furnishing used or rebuilt equipment will be rejected. The Equipment shall be fabricated in a good work-like manner and shall be fit for use for the purpose intended and shall otherwise be in strict accordance with the requirements of the RFP Documents.

d. The Equipment shall meet the Specifications for the Equipment.

GENERAL REQUIREMENTS:

.1 The general requirements for the Services to be provided by the Successful Proponent to the City of Toronto are included in the Appendices. It is the responsibility of the Proponent to familiarize themselves and comply with the terms and conditions as specified in the Appendices, and to ascertain the full scope of work required under this RFP, prior to submission of the proposal, including:

a. Appendix A - Equipment Pre-selection General Terms and Conditions

b. Appendix E - Construction Contract General Conditions (For Reference Only)

DETAILED TECHNICAL REQUIREMENTS

.1 The detailed technical requirements for the equipment are included in Appendix D, including technical specifications and drawings. Appendix D is available via CD from the City Purchasing Department. The CD can be picked-up by firms who have purchased a copy of the RFP at the Tender Office in City Hall, 100 Queen Street West, 19th Floor West Tower.

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.2 The Proponent is responsible for reviewing this information and familiarizing themselves with the City’s requirements, and shall comply in its entirety.

DELIVERABLES UNDER THIS RFP

.1 Refer to Section 2.2, Intent of RFP and Section 3 Scope of Work.

.2 Refer to Technical Specification in Appendix D for Shop Drawing submission requirements.

.3 Shop Drawings shall be provided to the City in accordance with the delivery period stipulated in the Delivery Schedule outlined in Section 6.3.9 of this RFP.

EQUIPMENT DELIVERY UNDER THE GENERAL CONTRACT

.1 Time shall be material and of the essence of the Agreement.

.2 The Proponent shall provide in their Proposal their own proposed delivery period for each item set out in RFP Section 6, Technical Proposal Submission, Subsection 5, Delivery Schedule (including the Supply Completion Date).

.3 Time of completion is very important and failure to meet the schedule as proposed by the City (Table 6-11) and further agreed by the Proponent will subject the Equipment Supplier to damages, including liquidated damages, assessed by the City against the General Contractor under the General Contract for delays caused by the Equipment Supplier. The Supply Completion Date, based on the delivery schedule provided by the Successful Proponent in its Proposal, will be stipulated in the General Contract and incorporated into the Equipment Supply Contract.

.4 Refer to Appendix A, Item 17, Delivery and Receiving for detailed equipment delivery requirements.

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CITY OF TORONTO’S RESPONSIBILITIES

GENERAL

.1 The City staff and City's Consultant will attempt to provide assistance to the Equipment Supplier by reviewing all submitted documents within approximately four weeks of receipt, depending on the magnitude of the submission.

.2 The City will designate a Project Manager to this project upon completion of the evaluation of the RFP and award of the project. This Project Manager is the main contact person at the City for all matters relating to the project.

.3 The City has retained a consultant firm to provide engineering services during design, equipment pre-selection and contract administration services during construction.

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PROPOSAL EVALUATION AND SELECTION

SELECTION COMMITTEE

.1 All Proposals will be evaluated through a comprehensive review and analysis by a Selection Committee, which will include members from the City's Engineering and Construction Services, Toronto Water and other relevant City staff, Consultant and stakeholders.

.2 The Selection Committee may at its sole discretion retain additional committee members or advisors.

.3 The aim of the Selection Committee will be to select one (1) Proposal, which, in its opini-on, meet the City's requirements under this RFP and provides a satisfactory overall value to the City, but the Proposal selected, if any, will not necessarily be the one offering the lowest fees or cost (pricing). Pricing is one of the components in determining the total score or ranking.

.4 By responding to this RFP, Proponents will be deemed to have agreed that the decision of the Selection Committee will be final and binding.

SELECTION CRITERIA

.1 Stage 1A - Mandatory Submission Requirements Stage

a. Stage 1 will consist of a review to determine which Proposals substantially comply with all of the mandatory submission requirements including but not limited to:

i) Proponent’s Reference Experience (Table 6-1) ii) Performance Guarantee (Table 6-2) iii) UV disinfection system datasheet (Table 6-3)

b. Proposals failing to satisfy the mandatory submission requirements as of the

Submission Deadline will be provided with an opportunity within the rectification period to rectify any submission deficiencies. Proposals failing to satisfy the mandatory submission requirements within the rectification period will be excluded from further consideration. The rectification period will begin to run from the date and time that the City issues its rectification notice to the Proponent.

.2 Stage 1B – Review of Mandatory Requirements, Submission and Rectification

a. Submission Deadline and Rectification

Proposals must be submitted by the submission deadline. Other than inserting the information requested on the mandatory submission forms set out in this RFP, a Proponent may not make any changes to any of the forms. Proponents submitting Proposals that do not meet the mandatory submission requirements will be provided with an opportunity to rectify deficiencies within the rectification period.

b. Mandatory Technical Submission Requirements (Tables 6-1 to 6-3).

Each Proponent must complete the Mandatory Technical Submission Form(s) found in Section 6.3 (Tables 6-1 to 6-3) and submit them with the Proposal. If not included with its Proposal at the time of closing, the Proposal will be found non-complaint and will not be evaluated further.

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c. Rectification Period

Proposals satisfying the mandatory technical submission content requirements will be allowed a rectification period to rectify any deficiencies. Upon request, Proponents must submit the forms within two (2) business days. Proposals failing to satisfy the mandatory technical submission content requirements within the rectification period will be found non-compliant and will not evaluated further.

.3 Stage 2 – Proposal Content (Evaluated Criteria)

a. Proposals that are deemed compliant in Stage 1 will qualify to be evaluated further. Stage 2 will consist of a scoring by the City of each qualified proposal on the basis of the rated criteria.

b. Each Proposal will be reviewed to determine if the Proposal is responsive to the submission requirements outlined in the RFP. The City may reject the Proposal for failure to comply with these submission requirements. Selection of a Proposal will be based on the following criteria and any other relevant information provided by the Proponent at the time of Proposal submission. In recognition of the importance of the procedure by which a Proponent may be selected, the following criteria outlined in Table 5-1, the primary considerations to be used in the evaluation and consequent awarding of this RFP(not in any order).

.4 Stage 3 – Cost Proposal Stage

a. If all mandatory experience requirements (Stage 1 in Table 5-1) are met and the technical proposal (Stage 2 in Table 5-1) meets the minimum benchmark as shown in Table 5-2, the Cost of Proposal content (Stage 3 in Table 5-1) will be evaluated. The Cost of Proposal is described in Section 7.

b. Refer to Table 5-1 – Stage 3.

.5 Proposal Evaluation Form that will be used to evaluate the proposals is included in Table 5-1.

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Table 5-1 PROPOSAL EVALUATION FORM

Stage 1. MANDATORY TECHNICAL PROPOSAL REQUIREMENTS (Section 6) 1. Proponent’s Reference Experience (Table 6-1) PASS_________ FAIL_________2. Performance Guarantees (Table 6-2) PASS_________ FAIL_________3. UV Disinfection System Datasheet (Table 6-3) PASS_________ FAIL_________Stage 2. TECHNICAL PROPOSAL

EVALUATION CRITERIA AVAILABLE

POINTS TO BE AWARDED

PROPONENT’S POINTS

a. Proponent's Reference Experience and Proponent's Experience and Staff Experience(Table 6-1, Table 6-4, Table 6-5 and 6.3.6 Subsection 2)

14

b. Operation & Maintenance, and Ease of Installation (6.3.7 Subsection 3, 6.3.8 Subsection 4, Table 6-2 and Table 6-3)

35

c. System and Component Validation (6.3.8 Subsection 4)

12

d. Energy Efficiency and Building Footprint (Table 6-2, Table 6-3 and Table 6-10)

15

e. Shop Drawings Delivery Schedule (Table 6-11) 2

f. Completeness, conciseness and general suitability of proposals 2

Subtotal Technical Proposal 80

Stage 3. COST PROPOSAL Cost of Proposal (Section 7, Table 7-7) Formula: [(Lowest Cost of Proposal divided by

Proponent’s Cost of Proposal) x 20] 20

TOTAL 100

Notes: The following elements will be scored under each category:

a. Proponent's Reference Experience and Proponent's Experience (Table 6-1, Table 6-4, Table 6-5 and 6.3.6 Subsection 2):

i. Proponent’s Reference Experience (Table 6-1) ii. Proponent’s Experience (Table 6-4) iii. Proponent’s Supervisory, Startup, and Commissioning Staff (Table 6-5) and

factory trained personnel in Ontario (Section 6.3.6.b.i) b. Operation and Maintenance and ease of installation (Section 6.3.7 Subsection 3,

Section 6.3.8 Subsection 4, Table 6-2 and Table 6-3)

i. Proponent’s Closest Service Center in Ontario/Quebec (Table 6-6) ii. Proponent’s Technical Call Service Centre (Table 6-7) iii. Proponent’s Guaranteed Response Time (Table 6-8) iv. Proponent’s Parts Delivery Time (Table 6-9)

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v. Training Plan (Section 6.3.7.e) vi. Commissioning Plan (Section 6.3.7.f) vii. QA/QC Plan (Section 6.3.7.g) viii. Operations and Maintenance Plan (Section 6.3.7.h) ix. Ease of maintenance as per standard O&M Manual (Section 6.3.8.a.x) x. Chemical Cleaning Requirements (Section 6.3.8.a.vii) xi. UV System Submergence (Table 6-3) xii. Guaranteed Components Lives (Table 6-2 and Table 6-3)

c. System and Component Validation (6.3.8 Subsection 4)

i. Validation Certification for UV System (Section 6.3.8.a.ii.3) ii. Validation Certification for Quartz Sleeve Fouling (Section 6.3.8.a.ii.4) iii. Validation Certification for Lamp Aging (Section 6.3.8.a.ii.4)

d. Energy Efficiency and Building Footprint (Table 6-2, Table 6-3 and Table 6-10)

i. Power Consumption (Table 6-2) ii. Lamp Turndown (Table 6-3) iii. Building Footprint (Table 6-10)

e. Shop Drawings Delivery Schedule (Table 6-11)

f. Completeness, conciseness and general suitability of Proposals

SELECTION PROCESS

.1 The Selection Committee will evaluate the proposal in accordance with the criteria set out in Table 5-1 to establish a Total Score for each Proposal as noted in Table 5-2.

Table 5-2 PROPOSAL EVALUATION CALCULATION

Description Evaluation

Criteria Minimum

Requirement

Stage 1 – Mandatory City Submission Requirements (Section 6) Pass/Fail Pass Mandatory Technical Proposal Requirements (Section 6)

/Rectification

Stage 2 – Technical Proposal Submission (Section 6) 80 pts. 60 pts. Stage 3 – Cost of Proposal (Section 7, Table 7-7)

Formula: (lowest Cost of Proposal divided by Proponent’s Cost of Proposal) x 20)

20 pts. -

Total Score 100 pts. -

.2 If the submission fails the Mandatory Submission Requirements, the Proposal will be deemed non-compliant. The Technical Proposal and Cost of Proposal will not be reviewed.

.3 The Technical Proposal must score a minimum 60 points of the possible 80 points to have the Cost of Proposal Envelope opened and evaluated. Purchasing and Materials Management Division may open the Cost of Proposal envelope to ensure compliance with the requirements of the RFP, however the Selection Committee will not have any

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knowledge of any information contained in the Cost of Proposal envelopes until such time that the technical evaluations are complete and Proponents are short listed.

.4 The Total Score shall be the sum of the Cost of Proposal score and Technical Proposal score.

.5 The Proposal that achieves the highest overall Total Score will be ranked first.

.6 In the event of a tie Total Score (Total Score rounded to one decimal point), the Proponent achieving the highest score for its Technical Proposal will be ranked first overall.

.7 The price evaluation will be a relative comparison evaluating the Proposals against each other.

INTERVIEWS OR DEMONSTRATIONS

.1 A Proponent whose Technical Proposal has met a minimum of 75% (or 60 out of 80 points) for the technical portion of the Proposal 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.

.2 The City reserves the right to interview up to a maximum of five (5) 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.

.3 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.

.4 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.

.5 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.

.6 No Proponent will be entitled to be present during, or otherwise receive any information regarding, any interview with any other Proponent.

.7 Refusal of a Proponent to participate in an interview requested by the City may, in the

City's sole discretion, be considered a failure of the Proponent to comply with the mandatory requirement of the RFP and thus subject to disqualification.

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CLARIFICATIONS

.1 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 further information from one or more Proponents and not from others.

EVALUATION RESULTS

.1 Upon conclusion of the evaluation process, a final recommendation will be made by the Committee to the Executive Director of Engineering and Construction Services and/or City Council.

.2 Proposal evaluation results shall be the property of the City and are subject to the MFIPPA. Evaluation results may be made available to public release pursuant to the MFIPPA.

.3 Proponents should be aware that Council and individual Councilors have the right to view the responses provided that their requests have been made in accordance with the City’s procedure.

.4 The City will notify the Successful Proponent of the City’s intent to include the Equipment offered by the Successful Proponent in its Proposal in the tender for the General Contract(s). The selected Equipment will be shown in the contract drawings, specified in the Specifications of the Work, and listed in the Section 3 - Tender Submission Package of the General Contract(s) in the “Schedule of Pre-Selected Equipment”.

NEGOTIATIONS AND AGREEMENT

.1 The selection of a Successful Proponent will be at the absolute discretion of the City. The selection of a Successful Proponent will not oblige the City to negotiate or execute an Agreement with that Successful Proponent.

.2 The City shall have the right to negotiate on such matter(s) as it chooses with any Proponent to which it has awarded an Agreement 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.

.3 During negotiations, the scope of the services may be refined, issues may be prioritized, responsibilities among the Proponent, all staff provided by it and the City may be settled and the issues concerning implementation may be clarified.

.4 Any Agreement must contain terms and conditions in the interest of the City, and be in a form satisfactory to the City Solicitor. If the Agreement requires City Council approval, the final Agreement shall contain terms and conditions substantially as set out in the Council report authorizing the Agreement. Any Agreement will incorporate as schedules of 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.

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.5 The terms and conditions set out in Appendix A and 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 A and Appendix B must follow the process outlined in section 5 of Appendix B.

.6 If negotiations between the City and a Successful Proponent do not result in an Agreement within one hundred-eighty (180) Days of receipt by the Successful Proponent of notification of award, the City may at its sole discretion terminate such negotiations and either enter into negotiations with one or more other Proponents or terminate the RFP process.

.7 The City shall be under no obligation to accept a Proposal without amendment, alteration, counter-offer, or any change that may result from negotiations with the Successful Proponent submitting the proposal.

.8 The City reserves the right to award none, one or more contracts in whole or in part.

IRREVOCABLE PERIOD FOR ACCEPTANCE

.1 Refer to Appendix B. Upon the City’s acceptance of the Successful Proponent’s Proposal, the Equipment Price and all other prices, terms and conditions related to the supply of the Equipment quoted in the Successful Proponent’s Proposal shall be irrevocable and remain open for acceptance by a General Contractor for a period of one (1) year following the Closing Date for this RFP (the “Proposal Terms Acceptance Period”). After one year, if the General Contract is not awarded yet, the Equipment price will be subject to IPI escalation up to a maximum of 3% per year.

AGREEMENTS/PURCHASE ORDER

.1 Refer to Section 1.2.3 for Agreement definition under this RFP.

.2 Once a Successful Proponent is selected, the City will issue a purchase order to the Successful Proponent for submission of the proposed equipment Shop Drawings in accordance with the RFP requirements.

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TECHNICAL PROPOSAL SUBMISSION

OVERVIEW

.1 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.

.2 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.

.3 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 B 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.

PROPOSAL DOCUMENTATION AND MANDATORY SUBMISSION REQUIREMENTS

.1 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. Must consist of One (1) original (clearly marked as such on its first page) and Six (6) full copies and one (1) PDF version of:

i. A Main Technical Proposal Document as described in article 6.3, including all attachments (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 B, Item 4 (Mandatory);

iii. Completed mandatory technical submission tables: Table 6-1, Table 6-2 and Table 6-3; Failure to complete and submit the Tables with your Proposal will result in your Proposal being declared non-compliant and will not be considered further.

iv. Completed Price Tables 7-1 to 7-7;

Note: The Cost Proposal must be submitted in a separate sealed envelope, as part of the two-envelope process. Refer to Section 7 regarding the Cost Proposal. Inclusion of pricing information in the Technical Proposal will render the Proposal submission non-compliant

c. Must be completed in a non-erasable medium and signed in ink;

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d. Must not include:

i. Any qualifying or restricting statements; ii. Exceptions to the terms and conditions of the RFP that have not been

approved through addendum; or iii. Additional terms or conditions.

PROPOSAL DELIVERY

a. 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

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

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Table 6-1 PROPONENT'S REFERENCE EXPERIENCE (5 PROJECTS)

(MANDATORY) (To be completed by all Proponents at the time of submission of Proposal for each reference) Note: This table must be completed and included in the Proposal to be marked as PASS. If the table is missing it will be marked as FAIL and the Proposal will be deemed non- compliant.

Description Project

1 Project

2 Project

3 Project

4 Project

5

1. Contact Info (Name, Title, Company, Telephone, E-mail) at operating facility

2. Project Name

3. Equipment Supplied

4. Facility and Location

5. Total Number of Channels / Banks / Lamps

6. Equipment Peak Design Capacity (MLD)

7. Commissioning Date

8. Mode of Control

9. General Contractor Name

10. Project Value (General Contract)

11. Project Value (UV Disinfection Equipment)

Notes:

1. The Proponent must provide installation references by completing Table 6-1 for a minimum

of five (5) installations, three (3) of which must be of the type (as per Appendix D Technical Specifications Section 11547) being evaluated in this RFP.

2. All requested reference information should be provided.

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3. In providing references, Proponents agree that the City can contact the individuals provided as part of the evaluation process and that the individuals have confirmed their willingness to provide a reference check. The City will make its own arrangements in contacting the references. Substitution of references will not be permitted after the close of the RFP.

4. References provided should be demonstrated as per the requirements listed in note 1 above.

5. Those projects that are more recent, of similar scale (or larger) and most similar to the subject of this RFP will be scored higher.

6. Other than the above mentioned five (5) mandatory project references, Proponents are encouraged to submit additional project references that meet the requirements as listed in note 1 above. Proposals with a greater number of project references that meet the requirements in note 1 above will be scored higher.

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Table 6-2 PERFORMANCE GUARANTEE

(MANDATORY)

(To be completed by all Proponents at the time of submission of Proposal)

Note: This table must be completed and included in the Proposal to be marked as PASS. If the table is missing it will be marked as FAIL and the Proposal will be deemed non- compliant.

Guaranteed Equipment Life Guaranteed UV lamp life in number of hours: _________________ hours Guaranteed ballast life in number of years: _________________ years Guaranteed wiper life in number of years: _________________ years Guaranteed quartz sleeve life in number of years: _________________ years Guaranteed UV intensity sensor life in number of hours: _________________ years Guaranteed Equipment life must form the basis of component warranties provided to the City upon commissioning of the equipment. Guaranteed Peak System Power Consumption: The peak power consumption shall include the power draw of all supplied equipment and ancillary devices (i.e. gates, module removal equipment, cleaning system, etc.) necessary for the continuous operation of the system. The Proponent guarantees the Peak System Power Consumption will not exceed: ___________________ kW Guaranteed System Power Factor: ____________________________________ (shall be 95% or greater) Guaranteed Total Factored Power Draw: ______________________________________ In the event the Total Factored Power Draw (as tested) is in excess of the Guaranteed Total Factored Power Draw, the system shall be re-worked and re-tested at no additional cost to the Owner, until they comply with the specifications. Alternatively, under the Contract Administrator’s recommendation, the owner may accept the installed and tested system by assessing an adjustment charge in the amount of $10,000 per kilowatt in excess of the Guaranteed Total Factored Power Draw. The adjustment charges shall be calculated to the nearest tenth of a kilowatt and deducted from payments to the Equipment Supplier for the work performed via the General Contract.

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Guaranteed Operating System Power Consumption: The operating power consumption shall include the power draw of all supplied equipment and ancillary devices (i.e. gates, module removal equipment, cleaning system, etc.) necessary for the continuous operation of the system. Operating power draw will be measured on a new UV disinfection system at average operating conditions as defined in Appendix D Technical Specifications Section 11547. The Proponent guarantees the Maximum Operating System Power Consumption under average operating conditions will not exceed: _________________ kW In the event the Operating System Power Consumption (as tested) is in excess of the Guaranteed Operating System Power Consumption, the units shall be re-worked and re-tested at no additional cost to the Owner, until they comply with the specifications. Alternatively, under the Contract Administrator’s recommendation, the owner may accept the installed and tested system by assessing an adjustment charge in the amount of $10,000 per kilowatt in excess of the Guaranteed Total Factored Power Draw. The adjustment charges shall be calculated to the nearest tenth of a kilowatt and deducted from payments to the Equipment Supplier for the work performed.

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Table 6-3 UV DISINFECTION SYSTEM DATASHEET

(MANDATORY)

(To be completed by all Proponents at the time of submission of Proposal) Note: This table must be completed and included in the Proposal to be marked as PASS. If the table is missing it will be marked as FAIL and the Proposal will be deemed non- compliant. Project #: ____________________________________ Location and Job Site: ____________________________________ Equipment Supplier: ____________________________________ Proposal Number: ____________________________________ Date: ____________________________________

Item MANDATORY TECHNICAL CHARACTERISTICS THAT MUST BE MET Yes/No A Meet all the performance and design requirement as specified in Section

11547

B Automatic sleeve cleaning system

Item SYSTEM PARAMETERS Unit Value Numbers used in

Table 7-6 General aa Make, Model, Type - bb Number of channels # 12

Design Parameters cc Channel width mm

dd Channel depth / water depth in UV channel immediately upstream of the UV Disinfection System

mm /

ee Channel length for UV equipment mm

ff Straight channel required upstream of UV Equipment

mm

gg Number of banks per channel # hh Number of modules per bank # ii Number of lamps per bank # jj Total number of lamps #

kk

Number of lamps in operation at Average Flow of 818 ML/d at average operating conditions as specified in Section 11547

#

ll

Number of lamps in operation at Current Peak Flow of 2000 ML/d at average operating conditions as specified in Section 11547

# A

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mm Average power draw at 818 ML/d under average operating conditions as specified in Section 11547

kW

nn Maximum power draw in kW kW

oo List of power supply requirements for main equipment components

pp Headloss through UV banks and level control devices at 164 ML/d per channel

mm

qq Headloss through UV banks and level control devices at 222 ML/d per channel

mm

rr Separation required between inside walls of adjacent channels (minimum shall be 1500mm)

mm

ss Guaranteed operating UV lamp life hours B tt Total number of sleeves in the system # C uu Guaranteed quartz sleeve life years D vv Total number of ballasts in the system # E ww Guaranteed ballast life years F

xx Total number of intensity sensors in the system

# G

yy Guaranteed intensity sensor life years H

zz Guaranteed quartz sleeve fouling factor

%

aaa Guaranteed lamp aging factor % bbb Total number of wipers in the system # I ccc Guaranteed wiper life years J

ddd UV lamp aging and quartz sleeve validation protocol

-

eee UV disinfection Ingress Potential (IP) rating

-

fff UV Equipment Removal Method (i.e. built-in modules, external lifting devices)

-

ggg Method and frequency of cleaning Quartz sleeve

-

hhh NEMA rating of UV banks - iii Maximum Lamp Turndown Range % to 100%

Notes:

1. Table may be reproduced to complete but not modified. Proponent to fill in as applicable to the Equipment offered. Attach data if additional space is needed.

2. All provided information shall be in accordance with the requirements defined in section 6.3.8 subsection 4.

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TECHNICAL PROPOSAL CONTENT

The Technical Proposal should contain the following items:

.1 Subsections 1 through 5 should be limited to 30 pages, minimum 11 point Arial, single sided (or preferably printed on 15 pages double sided), bound with dividers, with unlimited appendices.

.2 Title Page: Showing RFP number, closing date and time, Proponent name, the address, telephone and fax numbers of the Proponent firm, and a contact person (including phone and email) who will act as the Proponent’s representative for post-submission communications.

.3 Letter of Introduction: Introducing the Proponent and signed by the person(s) authorized to sign on behalf of and to bind the Proponent to statements made in response to this RFP. This should contain the same signature as the person signing the submission forms.

.4 Table of Contents: Include page numbers, identifying all included materials.

.5 Subsection 1 – Executive Summary: Summary of the key features of the Proponent/Manufacture and the proposed equipment.

.6 Subsection 2 – Proponent Experience Requirements:

a. The Proponent should provide evidence to the City that it has successful experience in the design, fabrication, assembly and operation of the specified Equipment, including but not limited to the following:

i. A list of all operating municipal wastewater UV disinfection system installations, successfully completed by the Proponent. Higher scores will be given to Proponents with greater number of installed and operating municipal wastewater UV disinfection systems above 200 MLD. The projects must have been successfully commissioned or at a minimum achieved substantial performance.

ii. A list of all operating municipal wastewater UV disinfection system installations of the type (as per Appendix D Technical Specifications Section 11547) being evaluated in this RFP. The projects must have been successfully commissioned and at a minimum achieved substantial performance.

iii. A list of all municipal wastewater UV disinfection systems in production of the type (as per Appendix D Technical Specifications Section 11547) being evaluated in this RFP.

iv. For each list in items i to iii, at a minimum, provide the following in Table 6-4: 1. Facility and location / name 2. Equipment Model Name Supplied (or to be supplied) 3. Equipment Average and Peak Design Capacity (MLD) 4. Quantity / Configuration 5. Installation (or anticipated installation) date (year)

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Table 6-4 PROPONENT'S EXPERIENCE

No. Facility

Location/ Name

Equipment Model Supplied (or to be

supplied)

Equipment Average & Peak Design Capacity (MLD)

Quantity / Configuration

Installation Date (or

anticipated) (year,

month) 1 2 3 … n

b. Proponents shall provide, at a minimum, the listed project resources by completing Table 6-5.

i. In addition to the resources indicated in Table 6-5, Proponents shall provide in a separate table, names, total years of experience and years of employment with the Proponents’ organization of all current factory-employed and factory-trained service personnel located in Ontario.

Table 6-5

PROPONENT’S SUPERVISORY, STARTUP, AND COMMISSIONING STAFF

Name Position/Role Years of

ExperienceQualifications &

Experience Work

Location Project Manager Lead Process Designer Lead Supervisor

(for supervision services during installation start-up and commissioning)

Lead Trainer (for Operation and Maintenance (O&M) of supplied equipment)

Main Local/Regional Technical Support Representative

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.7 Subsection 3 – Proponent’s Service Information

a. Proponents should provide service center in Ontario/Quebec, Canada by completing Table 6-6.

Table 6-6

PROPONENT’S CLOSEST SERVICE CENTRE IN ONTARIO/QUEBEC

Service Center Location

Service Center Description

Service Center Capabilities

Number of Factory Trained

Service Representatives

b. Complete Table 6-7: Proponent’s Technical Call Service Centre providing technical troubleshooting services over telephone.

Table 6-7 PROPONENT’S TECHNICAL CALL SERVICE CENTRE

Technical Call Centre Location

Technical Call Centre

Telephone Numbers

Technical Call Centre Hours of

Operation*

Number of Service

Representatives

*Include information regarding Holiday and weekend operation.

c. Complete Table 6-8: Proponent’s guaranteed response time for the services listed.

Table 6-8

PROPONENT’S GUARANTEED RESPONSE TIME

Service Required Guaranteed Response Time

Onsite inspection and evaluation of equipment

Onsite equipment repairs for minor part replacement

Onsite equipment repairs for major part replacement

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d. Complete Table 6-9: Proponent’s Parts Delivery Time

Table 6-9

PROPONENT’S PARTS DELIVERY TIME

Parts Available (Type)

Parts Available (Number)

Guaranteed Time From the Placement of Order

to Delivery of the Replacement Parts to the Plant

UV lamp

Ballast

Wiper

Quartz Sleeve

UV Intensity Sensor

Non-standard replacement

parts

e. Training Plan – submit a sample plan describing the methods to train City staff on the UV system as per section 01820.

f. Commissioning Plan – submit a sample plan describing the methods to test and commission the UV system as per Section 01810.

g. QA/QC Plan – submit a sample plan describing the QAQC procedures followed by the Proponent. If these procedures are certified, for example ISO, then the Proponent must include copies of these certificates in the Appendix.

h. Operations and Maintenance Plan – submit a plan detailing the O&M activities over the life cycle (20 years) of the UV with estimated number of man hours required to complete each task.

.8 Subsection 4 – UV Disinfection System Technical Information

a. To demonstrate compliance with the Specifications, the Proponent shall submit with their Proposal the following information on the Equipment

i. The Proponent shall complete Table 6-3 (UV Disinfection System Datasheet) with the specific information, as requested. If required, include in the Proposal additional explanatory notes.

ii. All information and documentation including: 1. Process Design Criteria, UV Disinfection Capacity and Equipment

Performance 2. Equipment Description and Technical Data as per requirement in the

Technical Specifications 3. 3rd party validation certification for the UV Disinfection system being

proposed

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4. 3rd party validation certification for lamp aging and quartz sleeve fouling factors used in the design of the proposed UV Disinfection system

iii. An itemized list showing all goods and services to be furnished. iv. General description of the Equipment and appurtenances including materials

of construction. v. General arrangement plans and section drawings with detailed dimensions,

elevations, and appropriate cross sections depicting the complete Equipment assembly and the arrangement of associated control panel.

vi. Demonstrated ability to fit all Equipment and accessories offered within the space available and as shown on the Consultants’ Drawings, including adequate space for maintenance.

vii. Detailed description of chemical cleaning requirements for UV Disinfection system. If in-situ chemical cleaning system is provided, describe means by which chemical is replaced, frequency, etc. If mechanical cleaning system is provided, describe means by which UV Disinfection system is manually cleaned with chemical including methods, frequency, etc. Description of chemical cleaning requirements provided by Proponents will be verified with references and against material provided in O&M manuals.

viii. A description of the manufacturer’s facilities where the equipment will be manufactured.

ix. A listing of the major parts of the Equipment which the Proponent proposes to be manufactured by different companies other than the Proponent.

x. Standard Operations and Maintenance (O&M) Manual – a sample from a similar project completed by the manufacturer.

xi. Building Footprint: Based on the channel width, channel spacing, and channel length, the UV building footprint will be evaluated and scored. Complete Table 6-10.

Table 6-10

UV DISINFECTION BUILDING FOOTPRINT

Description Unit Value

Channel Width (from “cc” in Table 6-3) m

Channel Spacing (from “rr” in Table 6-3) m

Number of Channels (from “bb” in table 6-3) - 12

Building Length m 19.8

Note: The score will be calculated based on the following formula:

Score = Smallest Footprint

Proponent's Footprint10

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.9 Subsection 5 – Delivery Schedule

a. City Estimated Delivery Timelines are included in Table 6-11.

Table 6-11

UV DISINFECTION SYSTEM PROPOSED SCHEDULE

b. The proponents shall include their estimated time in their proposed schedule based on the City proposed schedule in Table 6-11.

c. The schedule shall be in Gantt chart format and show two delivery items as follows:

i. Shop Drawings Submission Schedule under this RFP 1. Shop Drawings are required for design coordination of the General

Contract. The Successful Proponent shall submit to the City, Shop Drawings as specified in the RFP within the timelines indicated in Table 6-11.

Item Milestone City

Assumed Duration

Proponents Quoted

Duration Anticipated Date

Proposal

Issuance of the RFP February 8, 2017

Closing Date for Submission of Proposals

15 working days

March 1, 2017

Proposal Award 30 working

days ~March/April 2017

Shop Drawings Initial Submission by Successful Proponent

45 working days

City Review 20 working

days

Shop Drawings Final Submission by Successful Proponent

25 working days

Proposed General Contract

Tender Closing October 2017 October 2017 Commence Work 4 months General Contract Work 18 months Factory Performance Testing of UV Disinfection System

1 months Q3, 2019

Delivery of UV Disinfection System

- Q3, 2019

Installation of UV Disinfection System

3 months

Site Commissioning 3 months Substantial Performance 3 months

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2. The Proponents shall show their proposed Shop Drawing submission date on the proposed schedule allowing for the time required for RFP evaluation and award as shown in Table 6-11.

ii. Equipment Supply Delivery Schedule under the General Contract: 1. The Successful Proponent shall supply and deliver equipment and

appurtenances under the General Contract in accordance with the construction stages and timelines as estimated in Table 6-11.

2. It must be understood that this is an estimated delivery schedule by the City to show Proponents the anticipated timelines involved in the various stages of the work. If a component of this schedule is changed by the City due to matters beyond the Equipment Supplier's control, the rest of the schedule may be adjusted by an equivalent number of days.

3. The final equipment delivery schedule will be governed by the construction schedule submitted by the Contractor under the General Contract and approved by the City.

4. The Proponents shall allow following time in their proposed schedule: a) The time required by the General Contractor's Purchase Order to

reach the Equipment Supplier by mail, assume thirty (30) days; b) Thirty (30) day period for the General Contractor to review and

comment on the Equipment Supplier's shop drawings for the Equipment to be supplied during the construction.

5. The equipment delivery date and Commissioning Date, based on the delivery schedule provided by the Successful Proponent in its Proposal, will be stipulated in the General Contract and incorporated into the Equipment Supply Contract.

.10 Appendices – to include:

a. Completed City Policy Submission Forms from RFP Appendix C (MANDATORY)

b. Additional Technical Information, if necessary

FAILURE OF THE PROPONENT TO SUBMIT WITH ITS PROPOSAL THE INFORMATION REQUESTED TO THE SATISFACTION OF THE CITY MAY RESULT IN THE PROPONENT’S PROPOSAL BEING REJECTED BY THE CITY.

THE PROPONENT SHALL BE DISQUALIFIED IF PRICES, IN ANY FORM, ARE INCLUDED WITH THE TECHNICAL PROPOSAL OF THIS REQUEST FOR PROPOSAL.

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COST PROPOSAL DOCUMENTATION AND DELIVERY

.1 The document for Cost of Proposal submission:

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

b. Must consist of one (1) original, clearly marked as such on its first page and preferably one (1) pdf and three (3) print copies;

.2 Any pricing shown in the Technical Proposal shall render the submission non-compliant and the Proposal will not be considered for award.

.3 The Proponent must provide a cost breakdown for the base scope of work and defined provisional items as indicated in the following table. All parts and items in the table must be priced for the entire services in order for the proposal to be considered valid.

SUBMISSION CONTENT

.1 In order for the Proposal be considered, the Proponent must complete and submit all Price Tables (Table 7-1 to Table 7-7) Mandatory

COST PROPOSAL EVALUATION

.1 Proposal Price Breakdown for proposed equipment:

a. The Cost of Proposal, based on the table and formula below, will be the basis for the Proposal evaluation.

b. These criteria are presented in following items FOR INFORMATION PURPOSES ONLY to illustrate how the City will evaluate the Cost of Proposal from Proponents’ submissions.

COST OF PROPOSAL

Item Description Unit Amount

1 Total Equipment and Services Proposal Price (from Table 7.1)

CDN$

2 Total Operation & Maintenance Cost over 20 years (Annual Operation and Maintenance Cost from Table 7.6 x 20)

CDN$

3 Total Cost of Proposal (1 + 2) CDN$

Notes: i. This table MUST NOT be completed and submitted ii. Item No. 1: Total Equipment and Services Proposal Price. This item consists of

the equipment cost for UV disinfection system, spare parts cost, support services cost and shop drawing cost.

iii. Item No. 2: Operation and Maintenance Costs for 20 years. The Operation and Maintenance Cost for the UV Disinfection System will be evaluated over 20 years.

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iv. Item No. 3: Total Cost of Proposal. This item includes Total Equipment and Services Cost and Operation and Maintenance Cost for 20 years. It is the sum of items 1 and 2.

A final score out of 20 will be calculated for the Cost of Proposal based on the following formula:

Final Score = Lowest Cost of Proposal

Proponent's Cost of Proposal20

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Table 7.1 BREAKDOWN OF TOTAL EQUIPMENT AND SERVICES PROPOSAL PRICE

The Proponent shall include the Equipment and Shop Drawings Price, inclusive of all Taxes, excluding HST.

BREAKDOWN OF TOTAL EQUIPMENT AND SERVICES PROPOSAL PRICE

Item Description Amount ($)

1 Equipment Price for UV Disinfection System (from Breakdown of Equipment Price, Table 7.2)

$

2

Price for Shop Drawings for UV Disinfection System * (from Breakdown of Price for Shop Drawings, Table 7.5)

$

TOTAL EQUIPMENT AND SERVICES PROPOSAL PRICE (inclusive of all Taxes, excluding HST) CDN$

* The Price for Shop Drawings shall not exceed two (2) percent of the Equipment Price

(Item 1).

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Table 7.2 BREAKDOWN OF EQUIPMENT PRICE FOR UV DISINFECTION SYSTEM

The Proponent shall include the Equipment and Services Proposal Price, inclusive of all Taxes, excluding HST

.

BREAKDOWN OF EQUIPMENT PRICE FOR UV DISINFECTION SYSTEM


1 Cost of Supply and Delivery of the UV Disinfection Equipment, in accordance with all the requirements of this contract documents, excluding the supply of Shop Drawings and Extended Service Extension Costs $

2 Cost of Spare Parts for UV Disinfection System (from Schedule of Spare Parts, Table 7.3) $

3 Cost of Support Services (from Schedule of Prices for Support Services, Table 7.4) $

TOTAL EQUIPMENT PRICE FOR UV DISINFECTION SYSTEM (inclusive of all Taxes, excluding HST; To be transferred to Item 1 of TOTAL EQUIPMENT AND SERVICES PROPOSAL PRICE, Table 7.1) TOTAL CDN$

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Table 7.3 COST OF SPARE PARTS FOR UV DISINFECTION SYSTEM

The Proponent must provide the UV Disinfection System’s spare parts indicated in the following Schedule of Spare Parts. The total cost of spare parts is to be included in the Equipment Price.

Notes:

1. Proponent to fill in (in numbers) based on quantities from Appendix D Technical Specification Section 11547.

2. The Equipment Supplier shall furnish a list of special tools required for installation, maintenance and repair of equipment in the package and supply the special tools in substantial wooden boxes with identifying labels and deliver to jobsite.

3. In addition to the above, the Equipment Supplier should provide in the submission a

spare parts list with current pricing and availability so that the City may purchase additional spare parts as required.

4. The Equipment Supplier should review the above list and add or delete spare parts that

shall be required for the Owner’s intended purpose of the spare parts’ purchase.

COST OF SPARE PARTS FOR UV DISINFECTION SYSTEM

Item Description Quantity (A)

Unit Price (B)

Total Amount

(AxB)

1 UV Lamps

2 Sleeves

3 Ballasts

4 UV Intensity Sensors 2

5 Wiper Rings

6 UV System Chemical Cleaning Solution

25L

7 Full Face Shield 5

8 Special Tools 1 Set

TOTAL COST OF SPARE PARTS FOR UV DISINFECTION SYSTEM (Including all Taxes, excluding HST; To be transferred to Item 2 of Breakdown of Equipment Price for UV Disinfection System, Table 7.2) TOTAL CDN$__________

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Table 7.4 SCHEDULE OF PRICES FOR SUPPORT SERVICES FOR UV DISINFECTION SYSTEM

Unit prices entered in the Schedule of Prices include all costs required for complete execution of the item of Work, including the Equipment Supplier’s office staff, site supervisory staff, project management costs, clerical and other costs for documentation, materials, labour, equipment, delivery, handling, statutory charges, overhead and profit, other related charges, inclusive of all Taxes excluding HST, and similar charges on account of such item of work. The items in the Schedule of Prices are the only unit priced parts of the Equipment Price subject to adjustment. The total cost of such items is to be included in the Equipment Price.

See Clause 7.9 with respect to adjustments related to quantities and payments.

SCHEDULE OF PRICES FOR SUPPORT SERVICES FOR UV DISINFECTION SYSTEM

Item Description Unit Quantity Unit Price (CDN$/unit)

Total Amount (CDN$)

1

Operation and Maintenance Manuals

LS 1 $ * $ *

2 Instructions on installation

2 trips @ 5 days each trip

Person-day

10 $ * $ *

3 Supervision of installation and initial inspection of installation

1 trip @ 5 days

Person-day

5 $ * $ *

4 PCS Implementation Guidelines (as developed by the City of Toronto)

Refer to Appendix D, Technical Specifications, Section 13010.1.4.A

Person-day

- $ * $ *

5 Functional Testing

1 trip @ 5 days each trip

Person-day

5 $ * $ *

6 SAT/Operational Testing

1 trip @ 5 days

Person-day

5 $ * $ *

7 Performance Testing


Person-day

30 $ * $ *

8 Training


Person-day

12 $ * $ *

9 Facility Commissioning

3 trips @ 5 days each trip Person-

day 15

$ $

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SCHEDULE OF PRICES FOR SUPPORT SERVICES FOR UV DISINFECTION SYSTEM

Item Description Unit Quantity Unit Price (CDN$/unit)

Total Amount (CDN$)

10 Warranty Period Inspection and reporting


Person-day

12 $ $

11 Preselected Equipment Record Documents

LS 1 $ $

12 Provisional Item

The rate per trip for technical staff assistance

20 trips @ 1 day each trip

Person-day

20

$ $

TOTAL SCHEDULE OF PRICES FOR SUPPORT SERVICES FOR UV DISINFECTION SYSTEM (Including all Taxes, excluding HST; To be transferred to Item 3 of Breakdown of Equipment Price for UV Disinfection System, Table 7.2) TOTAL

CDN

$

Notes:

1. Unit Price to include all person day, travel (air/land), accommodation and food costs. 2. Person-Days are defined as working days. 3. Person-Days not utilized shall be credited to the contract. 4. Additional Person-Days deemed to be required by the Owner shall be paid at the value

provided

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Table 7.5 BREAKDOWN OF PRICE FOR SHOP DRAWINGS FOR UV DISINFECTION SYSTEM

The Proponent shall provide Shop Drawings set out or called for in this RFP, on the terms and conditions and under the provisions set out or called for in this RFP, inclusive of all Taxes excluding HST.

BREAKDOWN OF PRICE FOR SHOP DRAWINGS FOR UV DISINFECTION SYSTEM


1 UV Disinfection Equipment

Supply of Shop Drawings as specified in the RFP and Appendix D Technical Specifications $ *

TOTAL PRICE FOR SHOP DRAWINGS FOR UV DISINFECTION SYSTEM (Inclusive of all Taxes, excluding HST; To be transferred to Item 2 of TOTAL EQUIPMENT AND SERVICES PROPOSAL PRICE, Table 7.1 ) TOTAL CDN$ *

* The Price for Shop Drawings shall not exceed two (2) percent of the Equipment Price

(Table 7.1, Item 1).

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Table 7.6 BREAKDOWN OF ANNUAL EQUIPMENT OPERATION AND MAINTENANCE COSTS FOR

UV DISINFECTION SYSTEM

The Proponent must complete Table 7.6 to calculate the annual equipment operation and maintenance costs. This information will be used by the City in establishing the total Cost of Proposal.

See Clause 7.9 with respect to adjustments related to quantities and payments.

ANNUAL EQUIPMENT OPERATION AND MAINTENANCE COSTS FOR

UV DISINFECTION SYSTEM

Item Description Unit Value

Operating Cost - Power

AA Annual Operation Hours/Year 8760

BB Power Cost CDN$/ kW·hr

0.1

CC Guaranteed Average Operating System Power Consumption (Note: from Table 6-2 – Performance Guarantee)

kW

DD TOTAL POWER COST PER YEAR (AA x BB x CC) CDN$/Year

Operating Cost - UV Lamp Replacement

EE UV Lamps to be replaced each year ( A* AA ÷ B)

Note: "A" from Table 6-3 No./Year

FF UV Lamp Replacement Cost (from Table 7.3 Unit Price) CDN$

GG TOTAL ANNUAL UV LAMP REPLACEMENT COST (EE x FF)

CDN$/Year

Operating Cost - Sleeve Replacement

HH Sleeve to be replaced each year ( C ÷ D)

Note: "C" and "D" from Table 6-3 No./Year

II Sleeve Replacement Cost (from Table 7.3 Unit Price) CDN$

JJ TOTAL ANNUAL SLEEVE REPLACEMENT COST (HH x II) CDN$/Year

Operating Cost - Ballast Replacement

KK Ballast to be replaced each year ( E ÷ F)

Note: "E" and "F" from Table 6-3 No./Year

LL Ballast Replacement Cost (from Table 7.3 Unit Price) CDN$

MM TOTAL ANNUAL BALLAST REPLACEMENT COST (KK x CDN$/Year

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LL)

Operating Cost – Intensity Sensor Replacement

NN Intensity Sensor to be replaced each year ( G÷ H)

Note: "G" and "H" from Table 6-3 No./Year

OO Intensity Sensor Replacement Cost (from Table 7.3 Unit Price)

CDN$

PP TOTAL ANNUAL INTENSITY SENSOR REPLACEMENT COST (NN x OO)

CDN$/Year

Operating Cost – Wiper Replacement

QQ Wipers to be replaced each year ( I÷ J)

Note: "I" and "J" from Table 6-3 No./Year

RR Wipers Replacement Cost (from Table 7.3 Unit Price) CDN$

SS TOTAL ANNUAL WIPER REPLACEMENT COST (QQ x RR)

CDN$/Year

MAINTENANCE COSTS - Lamp Cleaning for Mechanical Cleaning Systems

Note: Use Labour Rate per Person for maintenance at 75 CDN$/Man-hour

TT Cleaning System Maintenance (labour) per 100 Installed Lamps i.e. wiper replacement, chemical cleaning, etc.

Hours

UU Cleaning System Maintenance Frequency Times/Year

VV Annual Cleaning Labour (A/100 x TT x UU)

Note: "A" from Table 6-3 Man-hours/Year

WW ANNUAL LABOUR OF LAMP CLEANING (VV * 75) CDN$/Year

MAINTENANCE COSTS – Part Replacement

XX Complete Time for the Process to Replace single Lamp Hour

YY Annual Lamp Replacement Labour (EE x XX) Man-hours/Year

ZZ Complete Time for the Process to Replace single Sleeve Hour

AAA Annual Sleeve Replacement Labour (HH x ZZ) Man-hours/Year

BBB Complete Time for the Process to Replace single Ballast Hour

CCC Annual Ballast Replacement Labour (KK x BBB) Man-hours/Year

DDD Complete Time for the Process to Replace each Intensity Sensor

Hour

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Note:

1. Labour times provided by Proponents will be verified with references and against material provided in O&M manuals.

2. Values of A to J are transferred from Table 6-3.

EEE Annual Intensity Sensor Replacement Labour (NN x DDD) Man-hours/Year

FFF Complete Time for the Process to Wipers Hour

GGG Annual Wipers Replacement Labour (QQ x FFF) Man-hours/Year

MISCELLANEOUS MAINTENANCE COSTS

Note: Use Labour Rate per Person for maintenance at 75 CDN$/Man-hour

HHH Estimated annual maintenance of other system components: motors, compressors, o-rings, sensor calibration, etc.

Man-hours/Year

III ANNUAL LABOUR COST OF PART REPLACEMENT (YY + AAA + CCC + EEE + GGG) x 75 CDN$/Year

TOTAL ANNUAL EQUIPMENT OPERATION AND MAINTENANCE COSTS (DD+GG+JJ+MM+PP+SS+WW+III)

( inclusive of all Taxes, excluding HST) TOTAL CDN$/Year

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Table 7.7 BREAKDOWN OF COST OF PROPOSAL FOR UV DISINFECTION SYSTEM

The price evaluation will be a relative comparison evaluating the Proposal against the lowest Proponent's price.

Item Description Value

1 Total Equipment and Services Proposal Price (from Table 7.1)

$

2 Total Operation & Maintenance Cost over 20 years (Annual Operation and Maintenance Cost from Table 7.6 x 20)

$

3 TOTAL COST OF PROPOSAL FOR UV DISINFECTION SYSTEM (1 + 2) (inclusive of all Taxes, excluding HST)

$

HST (13%) $

Total Cost of Proposal (Including HST) CDN$

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PAYMENTS FOR SHOP DRAWING UNDER THE EQUIPMENT PRE-SELECTION PROPOSAL

.1 As outlined in Section 2.2, Intent of RFP, the General Contractor will purchase and make payments directly to the Equipment Supplier for the Supply and Delivery of Equipment in accordance with the terms of this RFP and the Equipment Pre-Selections General Terms and Conditions, and the terms of payment as described herein, from money received by the General Contractor from the City under the General Contract in payment for materials and equipment.

.2 Unless expressly provided otherwise in writing by the City, the City’s obligations to the Successful Proponent shall be limited to payment of the price for Shop Drawings set out in the Successful Proponent’s Cost Proposal, if an order is issued by the City to the Successful Proponent for said Shop Drawings and said Shop Drawings are furnished by the Successful Proponent to the City in accordance with the RFP Documents.

.3 Refer to Appendix A, Item 4 for details regarding payment by the City for the cost of Shop Drawings.

PAYMENT FOR THE SUPPLY OF EQUIPMENT UNDER THE CONSTRUCTION CONTRACT

.1 Refer to Appendix A for payment milestones and conditions under the General Contract.

CURRENCY

.1 All dollar amounts, fee statements, and invoicing shall be in Canadian dollars. The proponent shall assume all currency risk.

TAXES

.1 Harmonized Sales 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 this RFP.

.2 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.

PRICES

.1 All prices shall be set out in a Proposal and payable, at the City of Toronto, Ontario, Canada, in Canadian funds. The Equipment Price and all other prices and costs comprising the Proposal shall be F.O.B. of the Work Site.

.2 The Cost of Proposal and any other prices and costs quoted in a Proponent’s Proposal shall be valid and irrevocable and open for acceptance by the General Contractor, after the Closing Time, for the Proposal Terms Acceptance Period set out in the RFP (except the price for the Shop Drawings which are open for acceptance by the City for the same time period). Provided that a written order for the Equipment is placed by the General Contractor within the Proposal Terms Acceptance Period, there shall be no increase in the Equipment Price, unless otherwise provided in this RFP. Provided that a written order for

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the Shop Drawings is placed by the City within the Proposal Terms Acceptance Period, there shall be no increase in such price, unless otherwise expressly provided in this RFP.

.3 The Total Price shall include, but not be limited to, the following items:

a. The Equipment Price as stated in the Proposal shall be a lump sum price for the supply of all Equipment, Goods, materials, services and items that the Successful Proponent is responsible for under the RFP Documents, unless expressly provided otherwise, including without limitation the fabricating, furnishing, inspecting, testing, delivering, commissioning and starting up of the Equipment and the provision of all related services, works and materials, and costs for the items and services as hereinafter specified, but excluding Shop Drawings. Should the Proponent require more information or clarification on any point, it must be obtained prior to the submission of its Proposal. Without limiting the generality of the foregoing or any other provision contained in this RFP, a Proponent shall be deemed to have allowed for and included in the Equipment Price quoted in its Proposal, the entire cost of the supply of all Equipment including, without limiting, the supply of all Goods, services, labour, equipment, materials, components, disbursements, utility and transportation costs, supplies, use of software, tools and equipment for performing the supply (whether owned, licensed or rented) and any other items, appurtenances and incidentals that the Successful Proponent is responsible for under the RFP Documents or otherwise is necessary to undertake, perform and complete the supply of the Equipment and necessary to carry out the Equipment Supplier’s obligations and duties in respect to the supply of the Equipment in accordance with the RFP Documents, applicable Laws and industrial and commercial practices for first class workmanship but excluding Shop Drawings;

b. spare parts required for regular maintenance during the Warranty Period;

c. preparation and submission of such drawings or documents as may be required under the RFP including, without limitation, the Shop Drawings. The price for the Shop Drawings shall be a lump sum price which shall include all costs related to the preparation and delivery of same to the City (including, without limitation, any acquisition costs and licensing costs related to any Intellectual Property rights applicable thereto) in accordance with the terms and conditions of this RFP.

d. all Instruction Manuals, Parts' Lists, Erection Drawings, and related documentation, covering the installation, lubrication, maintenance and operation of the equipment (These shall be distributed as directed in this RFP but, if no such direction is given, they shall not be sent with the Equipment but shall be delivered to the General Contractor as soon as possible after the receipt of an order for the Equipment. The number of copies required shall be six (6) unless otherwise stated in this RFP (all equipment data and drawings shall be also provided in electronic media format (PDF) on a CD and this information shall be compiled in an easily accessible manner);

e. all Intellectual Property rights required for the supply, installation and use of the Equipment (and all components thereof) or otherwise required to be acquired or transferred, in accordance with the terms and conditions of this RFP;

f. the performance of factory acceptance test and field inspections and functional and performance tests of the Equipment and all of its personnel associated therewith;

g. all warranties, guarantees and maintenance requirements as may be specified by the City in the RFP;

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h. all bonds for performance, labour and material payment security (as applicable), and insurance;

i. worker's compensation and all other applicable labour-compensation charges necessary for the Equipment Supplier to carry out its duties in respect to the supply of the Equipment, in accordance with the RFP;

j. all permits, licences, and other consents and authorizations necessary to carry out the supply of the Equipment and complete all related services in accordance with the RFP;

k. all freight, shipping, packaging, labelling, storage, insurance, boxing, crating, insurance, applicable Taxes and all other charges of every kind attributable to the supply of the Equipment and related services and work, unless expressly provided otherwise in this RFP.

l. all costs for professional services, defined as follows:

i. a qualified factory-trained representative or representatives who, in conjunction with the Contract Administrator, must be present at the Work Site, shall give the General Contractor instructions regarding the delivery, unloading and storage of the Equipment, and inspect the Equipment immediately upon delivery;

ii. a qualified factory-trained representative or representatives who, in conjunction with the Contract Administrator, must be present at the Work Site, shall give instructions to the General Contractor regarding the installation of the Equipment and supervise such installation and who shall be present during and coordinate and perform the start-up, commissioning and initial operation of the Equipment;

iii. a qualified factory-trained representative or representatives who must provide training regarding the operation and maintenance of the Equipment to the City’s personnel;

iv. all Proponent staff must attend a site specific safety training course. The course is provided by the City and is approximately 2 hours in duration. The course must be taken annually.

.4 Unit prices:

a. Unit prices shall be provided for all Provisional Items, recommended spare parts and special tools for the Equipment in the RFP. All unit prices for Provisional Items, recommended spare parts and special tools shall remain fixed and valid for a period of twelve (12) months following the Closing Date for this RFP (the “Proposal Terms Acceptance Period”). After one year, if the General Contract is not awarded yet, the Equipment price will be subject to IPI escalation up to a maximum of 3% per year (as noted in Section 5.8).

b. Unit prices for Provisional Items shall be inclusive, without limitation, of all necessary goods, labour, services, tools, material, supplies, warranties, compensation in full, all costs of general supervision, administration and management time, all Taxes, intellectual property rights, plans, drawings, graphic representations, licences, fees, levies, permits, consents, authorizations and approvals, mileage, accommodations, telephone and other communication device charges (including long distance charges), transportation and fuel charges, postage and courier charges, and all other costs, expenses, and charges whatsoever to provide such items in accordance with the RFP Documents.

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.5 Each Proponent represents and warrants that the prices and costs quoted for the Equipment and related services hereunder are not less favorable than those currently extended to any other customer for the same or similar Equipment in similar quantities and based on similar terms. If the Equipment Supplier reduces their price for such Equipment during the term of this Agreement, the Equipment Supplier agrees to reduce the prices hereof correspondingly. Each Proponent warrants that prices quoted shall be complete, and no additional charges of any type shall be added without City’s written consent.

PAYMENT ADJUSTMENT

.1 In the event that the City issues a written direction to the General Contractor for items listed in Table 7.4 and 7.6, the Equipment Supplier shall proceed to perform or supply the Item and payment for that part of the Work will be made by the City to the General Contractor according to the actual quantity of the Item performed or supplied by the Equipment Supplier and the unit price for such Item set out in Section 7.

.2 Where the Proposal Price is based on an estimated quantity of items listed in Table 7.4 and 7.6, payment for Items will be made in accordance with the actual quantity of such Item performed or supplied by the Equipment Supplier and the unit price for such item set out in Section 7. The Proposal Price shall be adjusted accordingly to reflect the difference between actual quantities and the estimated quantities contained in Pricing Forms for the Item (increased, where actual quantities are higher than the estimated quantities, or decreased, where actual quantities are lower than the estimated quantities). The unit price shall remain fixed as set out in Section 7.

.3 No compensation whatsoever shall be payable to the Equipment Supplier for any additional Items unless and until the City has expressly authorized same and provided its prior written approval. Upon the express written approval of the City, the General Contractor may proceed with ordering from the Equipment Supplier the additional items so authorized.

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APPENDICES

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APPENDIX A – EQUIPMENT PRE-SELECTION GENERAL TERMS AND CONDITIONS

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APPENDIX A: EQUIPMENT PRE-SELECTION GENERAL TERMS AND CONDITIONS

ASHBRIDGES BAY TREATMENT PLANT

UV DISINFECTION EQUIPMENT PRE-SELECTION

1

TABLE OF CONTENTS 1. RELATIONSHIP OF THE PARTIES .................................................................................................. 2 2. GENERAL CONTRACTOR’S OBLIGATIONS ................................................................................ 2 3. PAYMENT TO EQUIPMENT SUPPLIER FOR SUPPLY OF EQUIPMENT ............................... 2 4. PAYMENT BY THE CITY FOR COST OF SHOP DRAWING ....................................................... 4 5. REPRESENTATIONS AND WARRANTIES ..................................................................................... 4 6. WARRANTY PERIOD .......................................................................................................................... 5 7. DEFECTIVE EQUIPMENT, SERVICES ............................................................................................ 5 8. WARRANTY LIMITATION ................................................................................................................ 7 9. PERFORMANCE ................................................................................................................................... 7 10. COMPLIANCE WITH LAWS ............................................................................................................ 8 11. W.H.M.I.S. ............................................................................................................................................. 8 12. PROHIBITED PRODUCTS ................................................................................................................ 8 13. OWNERSHIP OF PROJECT DOCUMENTATION ........................................................................ 8 14. PATENT AND COPYRIGHTS ........................................................................................................... 8 15. CONFIDENTIALITY .......................................................................................................................... 9 16. SPARE PARTS ................................................................................................................................... 10 17. DELIVERY AND RECEIVING ........................................................................................................ 10 18. LATE DELIVERY/LIQUIDATED DAMAGES ............................................................................. 11 19. RISK OF LOSS ................................................................................................................................... 11 20. TRANSFER OF TITLE ..................................................................................................................... 12 21. STORAGE OF EQUIPMENT ........................................................................................................... 12 22. COORDINATION WITH WORK BY OTHERS ............................................................................ 12 23. SERVICES REQUIRED AT WORK SITE ..................................................................................... 12 24. TRAINING .......................................................................................................................................... 13 25. ACCEPTANCE BY CITY ................................................................................................................. 13 26. UNPAID ACCOUNTS AND LIENS ................................................................................................. 14 27. INDEMNIFICATION ........................................................................................................................ 14 28. INSURANCE ....................................................................................................................................... 15 29. WORKPLACE SAFETY AND INSURANCE BOARD ................................................................. 16 30. PERFORMANCE AND OTHER SECURITY ................................................................................ 17 31. RIGHTS AND REMEDIES ASSIGNABLE .................................................................................... 17 32. CONTRACT CANCELLATION ...................................................................................................... 17 33. SUSPENSION OF WORK ................................................................................................................. 18 34. CHANGES IN THE WORK .............................................................................................................. 18 35. NON-WAIVER ................................................................................................................................... 18 36. FORCE MAJEURE ............................................................................................................................ 19 37. CONFLICT AND OMISSIONS TO THE SPECIFICATIONS ..................................................... 20 38. SUCCESSORS AND ASSIGNS ......................................................................................................... 20 39. ACCRUED RIGHTS AND REMEDIES .......................................................................................... 20 40. NON-EXCLUSIVE REMEDIES ....................................................................................................... 20 41. FURTHER ASSURANCES ............................................................................................................... 20 42. GOVERNING LAW ........................................................................................................................... 21 43. SEVERANCE WHERE PROVISION ILLEGAL, ETC. ................................................................ 21 44. ENTIRE AGREEMENT .................................................................................................................... 21 45. LIMITATION OF EQUIPMENT SUPPLIERS'S LIABILITY ..................................................... 21 46. LIMITATION ON CITY'S LIABILITY .......................................................................................... 21 47. CUSTOMS REQUIREMENT ON PURCHASES FROM VENDORS OUTSIDE CANADA .... 22 48. SUBSTANTIAL PERFORMANCE .................................................................................................. 22 49. ORDER OF PRECEDENCE ............................................................................................................. 22

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1. RELATIONSHIP OF THE PARTIES

The Equipment Supplier, in providing the Equipment to the Work to be performed by the General Contractor

under the General Contract, shall and is deemed to be an independent contractor to the General Contractor and

not the agent or employee of the City and nothing in the RFP or Contract Documents shall be deemed or

construed as creating any such relationship. Neither is there any intention to create a partnership, joint venture

or joint enterprise between the Equipment Supplier and the City.

2. GENERAL CONTRACTOR’S OBLIGATIONS

(1) Upon award of the General Contract to the General Contractor, the General Contractor shall be

responsible for:

(a) issuing a Purchase Order to the Equipment Supplier for the selected Equipment;

(b) making all payments for the Equipment and related services, unless expressly stated otherwise in

section 4 below;

(c) scheduling Equipment delivery;

(d) inspecting the Equipment upon delivery;

(e) scheduling assistance required of Equipment Supplier;

(f) receiving, unloading, storing and protecting the Equipment and assemblies per the Equipment

Supplier’s instructions;

(g) scheduling equipment supplier's service representative as required for, but not limited to,

maintenance, installation, start-up, testing, and commissioning;

(h) scheduling equipment supplier’s service representative for equipment preventative maintenance

during construction;

(i) installing the Equipment;

(j) commissioning the Equipment;

(k) and scheduling Equipment Supplier’s training of City staff during start-up and certification,

all as if the General Contractor had selected the Equipment for the Project.

(2) The Equipment Supply Contract from the General Contractor shall be in strict accordance with the scope,

terms and conditions of these RFP Documents, and no additional terms or requirements of the General

Contractor contained in the Equipment Supply Contract which conflict or are inconsistent with the

provisions herein will be binding on the Equipment Supplier without Equipment Supplier’s prior written

agreement.

3. PAYMENT TO EQUIPMENT SUPPLIER FOR SUPPLY OF EQUIPMENT

(1) The General Contractor will be responsible to pay the Equipment Supplier for all payments with respect

to the supply of the Equipment, save and except the cost of Shop Drawings, and without limiting the

foregoing obligations of the General Contractor, the General Contractor will be responsible for making all

payments to the Equipment Supplier for the Equipment in accordance with the terms of payment, as

described herein, from, but not necessarily limited to, money received by the General Contractor from the

City in payment for the supply of the Equipment under the General Contract.

(2) The City shall pay the General Contractor for the supply of the Equipment under the following payment

schedule, subject to the holdback provisions of the Construction Lien Act, R.S.O. 1990 (“CLA”), in

accordance with the payment schedule set out in the Equipment Pre-Selection General Terms and

Conditions.

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(3) Except where otherwise provided in the Agreement or the General Contract, the General Contractor will

pay the Equipment Supplier a percentage of the Proposal Price upon completion of the milestones set out

in the table included in section 3(6). The General Contractor will make each payment within 30 days of

the next monthly progress payment cut-off date for the General Contract. All payments shall be subject to

any rights or privileges of the City in relation to the General Contract in contract, equity or by Law.

(4) The General Contractor shall be required to pay the Equipment Supplier the applicable amount after

receipt of payment from the City in respect of the Equipment.

(5) The selection of the Equipment and the Equipment Supplier by the City pursuant to this RFP, or the

approval of payment under the General Contract for the supply thereof, shall in no way constitute a

waiver by the City of its rights to return or reject such Equipment and/or claim damages for: (a) non-

compliance with the terms of the RFP Documents, (b) breach of an expressed or implied warranty or

guarantee, or (c) the enforcement of any contractual, legal, equitable or other rights which the City may

have under the RFP Documents or General Contract.

(6) The City shall pay the General Contractor for the supply of the UV disinfection per the Equipment

Proposal Price, Table 7.2 and Table 7.5 of Section 7 Cost Proposal of the RFP, in accordance with the

following payment schedule:

PAYMENT MILESTONE

Item Description Percent of

Proposal Price*

A1.1 UV Disinfection System (excl. spare parts and support services)

Table

7.2

Complete factory tests, provision of certified test results and delivery of all

Equipment, and acceptance of Equipment by Owner and Contract Administrator 60%***

Complete installation of all Equipment with successful functional and

performance tests, and submission of the Equipment Supplier Certificate of

Installation for all equipment 15%***

Successful completion of facility/commission for UV Disinfection and its control

system 20%***

Expiration of warranty period 5%**/***

A1.2 UV Disinfection System (spare parts)

Table

7.2

Delivery of all equipment, and acceptance of Equipment by Owner and Contract

Administrator 100%

A1.3 UV Disinfection System (support services)

Table

7.2

Onsite support services In accordance with

the proposed unit

prices in Table 7.4

Operation and Maintenance Manual

Submission of draft documents for Contract Administrator’s review 70%

Acceptance and approval of final document by the Contract Administrator 30%

Preselected Equipment Record Documents

Submission of draft documents for Contract Administrator’s review 70%

Acceptance and approval of final documents by the Contract Administrator 30%

B1 Shop Drawings for UV Disinfection System

Table

7.5

Submission of shop drawings for Contract Administrator’s review 30%

Acceptance and approval of shop drawings by the Contract Administrator 70%

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(7) * Less any holdback required to be retained in accordance with the Construction Lien Act. The holdbacks

retained under the Construction Lien Act will be released in accordance with the Construction Lien Act.

(8) ** Five percent (5%) of the contract price shall be retained by the City for Warranty purposes and release at

the end of the warranty period for the General Contract.

(9) *** Refer to Section 6.2.3, Table 6-2 - Performance Guarantee for Performance Guarantee and Performance

Adjustment charges. Performance Adjustment charges shall be withheld by the City.

4. PAYMENT BY THE CITY FOR COST OF SHOP DRAWING

(1) The City shall only be responsible for payment to the Equipment Supplier for the cost of Shop Drawings

ordered and accepted by the City, where applicable.

(2) Save and except the foregoing payment(s), the City shall not be responsible for any other payments or

compensation, or loss, damages, costs, expenses, charges or liabilities to the Equipment Supplier in

respect to the purchase or supply of materials, labour, or any and all other costs associated with the

manufacture and supply of the Equipment prior to or after the execution of the Equipment Supply

Contract.

(3) Payment to the Equipment Supplier for Shop Drawings will be made by the City within 30 days following

delivery to and acceptance of all Shop Drawings by the City.

5. REPRESENTATIONS AND WARRANTIES

(1) Without limiting or restricting in any way any other responsibilities and obligations of the Equipment

Supplier under the Contract Documents, the Equipment Supplier represents, warrants and guarantees to

the City and shall warrant to the General Contractor (and acknowledges that the City and the General

Contractor is relying thereon) that any deliverable resulting from or to be supplied or developed under the

Equipment Supply Contract and all Equipment, and the supply thereof:

(a) shall be in strict accordance with all applicable Laws and the City's functional and technical requirements

set out in the RFP including, without limiting the generality of the foregoing, the Specifications for the

said Equipment, and will function or otherwise perform in accordance with such requirements;

(b) shall be new, of first-rate quality, safe and fit for the function and purpose contemplated by the RFP and

shall be designed, manufactured, constructed and assembled in accordance with first class engineering,

manufacturing and shop workmanship, practice and standards for the type of goods and services required

herein;

(c) components shall be designed for the stresses that occur during manufacturing, fabrication, assembly,

shipping, erection, installation, operation, or maintenance;

(d) the material used in the manufacture of the Equipment, and parts thereof, offered shall be high grade and

quality throughout and shall be entirely suitable for the function and purpose intended and the service

conditions as described herein;

(e) individual parts shall be manufactured to standard sizes and gauges;

(f) shall be free from defects in design, engineering, material, manufacture, workmanship or title;

(g) shall perform efficiently and without unwanted interruption during the Warranty Period;

(h) shall have any breakage, damage, defects or deterioration (other than those due to the negligence of the

General Contractor or the City or to normal wear and tear) in the Equipment that occurs or is detected

and is reported to the Equipment Supplier within the Warranty Period made good promptly by the

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Equipment Supplier at its expense including the expense of all necessary labour, supervision, travelling,

replacement parts, transportation and otherwise; and

(i) shall ensure all parts are and shall be readily accessible in the Province of Ontario and deliverable to the

Work Site no more than forty-eight (48) hours during the Warranty Period (notwithstanding the

foregoing, in the case of major parts necessitating fabrication of such parts, such parts shall be delivered

to the Work Site within seven (7) days) and after the Warranty Period as soon as reasonably possible but

no later than within 30 days of a request by the City and like parts shall be interchangeable.

(2) All representations, warranties and guarantees provided herein are in addition to any other

representations, warranties and guarantees contained in the Equipment Supplier’s Quotation, including

manufacturer’s warranties, and all such representations, warranties and guarantees shall be completely

transferable by the General Contractor to, and completely enforceable by, the City.

(3) No inspection, examination, test, acceptance or use of all or any part of the Equipment or services

furnished hereunder nor the failure to inspect, examine or test the same nor acceptance thereof nor the

expression of any approval by the General Contractor, or by the City pursuant to the General Contract or

otherwise, shall constitute acceptance of any defect or shall affect the Equipment Supplier’s obligation

under these warranty provisions, or be deemed to relieve Equipment Supplier from any of its obligations

under the Contract Documents, including among others the obligation to supply the Equipment and

services satisfying the warranties set forth herein. Such warranties shall survive inspection, test,

acceptance and use.

(4) The Equipment Supplier agrees that all representations, warranties and guarantees provided in the

Equipment Pre-Selection General Conditions and which are to be incorporated into the Equipment Supply

Contract, are fully assignable to and enforceable by the City (where not already expressly reserved to the

City) at the City’s sole option and further agrees that the City’s right to a complete assignment of same

shall be included in the Equipment Supply Contract, without any additional compensation payable by the

City (including indirectly by the General Contractor) or further approval by the Equipment Supplier. The

Equipment Supplier acknowledges that the City is relying on the representations, warranties and

guarantees of the Equipment Supplier and, but for same, the City would not have selected the Equipment

or Equipment Supplier. The Equipment Supplier’s representations, warranties and guarantees herein shall

run to the City, its successors, and assigns.

6. WARRANTY PERIOD

Except where a different warranty period is specified in Table 6-2 of the RFP, the Warranty Period shall be

the twenty-four (24) month period following final acceptance (as set out in Section 25) of the installed

Equipment by the City (the “Acceptance Date”), and shall not include the time used for the Equipment

installation, testing, adjusting, a minimum 30-day start-up and operational period before final acceptance and

of any time in storage, after delivery and prior to installation.

7. DEFECTIVE EQUIPMENT, SERVICES

(1) In the event of failure of the Equipment or any part or parts or supply thereof, during the Warranty Period,

due to defects of design, materials, or workmanship or other breach of a representation or warranty

provided herein, the affected Equipment, or part or parts or supply thereof, shall be replaced promptly

upon notice by the General Contractor. All replacement parts shall be furnished, delivered, and installed

at the expense of the Equipment Supplier.

(2) Upon receipt of any notice of defect from the General Contractor, the Equipment Supplier, at its own

expense, shall immediately:

(a) correct; or

(b) re-perform; or

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(c) replace and fit with new parts; or

(d) repair and refit,

or any combination of the foregoing, without cost or charge to the General Contractor or the City,

(i) any error, defect, deficiency or malfunction in the Equipment, or any parts, materials or workmanship

thereof or services related thereto supplied by the Equipment Supplier; or

(ii) non-conformance of the Equipment or the supply thereof with the warranty provisions set forth herein

or other requirements of the Contract Documents,

upon notification of the Equipment Supplier by the General Contractor or the City within Warranty

Period.

(3) Notwithstanding subsection (2) above, should the Equipment fail to meet the representations and

warranties set forth herein in any material respect, such failure shall be deemed cause for the rejection and

removal of the unit and for its replacement with an acceptable unit, and the City shall be entitled to

require the General Contractor to do so at the sole option of the City, which shall be done at the sole

expense of the General Contractor, and if appropriate, the Equipment Supplier.

(4) The Equipment Supplier’s obligation herein shall include, without limitation, all transportation costs for

parts and/or Equipment both ways between the Equipment Supplier's factory or repair depot and the point

of use. In the case of remedial work to be performed by Equipment Supplier hereunder, the Equipment

Supplier shall provide all labour, supervision, equipment, tools and materials necessary to perform the

remedial work and shall bear all expenses in connection therewith or incidental thereto. The Equipment

Supplier shall perform, at its own cost, such tests as may be reasonably required to verify that corrected,

repaired or replaced Equipment conforms to the warranties above.

(5) Subject to subsection (3) above, if the Equipment Supplier chooses to effect a repair under subsection (2)

it shall immediately fit a replacement part to enable the Equipment to continue in use until the original

part has been repaired and refitted.

(6) The City will provide the General Contractor reasonable access to such Equipment to assist the General

Contractor or Equipment Supplier in having work carried out on installed Equipment or in removing or

replacing installed Equipment or parts thereof.

(7) Any Equipment or service or part thereof that is corrected, replaced or repaired in accordance with the

warranty provisions herein shall carry and be subject to the same warranty terms as set forth herein.

except that the Warranty Period shall start from the date on which the correction, re-performance,

replacement or repair is completed and the Equipment is properly operational.

(8) The Equipment Supplier acknowledges that the failure of the Equipment, or any part thereof, to operate

and perform properly and in accordance with the warranties provided herein could result in disruption of

the Project and substantial revenue loss to City. The Equipment Supplier agrees to use its best efforts to

perform all warranty work hereunder as expeditiously as is reasonably possible and in a manner which

minimizes Project disruption and revenue loss. The Equipment Supplier recognizes and agrees that City’s

operational requirements may require immediate repairs or reworking of defective goods, without notice

to the Equipment Supplier and without affecting the City’s warranty rights hereunder. In such event, the

Equipment Supplier shall reimburse the City and shall be required to reimburse the General Contractor all

costs, delays, or other damages which the City has incurred as a result of such failure. In the event of an

emergency breakdown, the Equipment Supplier shall attend the Work Site within twenty-four (24) hours

of the incident being reported, failing which the City shall have the right to undertake repairs as required

and charge the Equipment Supplier the cost of the repairs. Subject to subsection (7) above, the

Equipment Supplier's responsibility shall be discharged when the City is satisfied that the necessary

correction, replacement or repair has been properly effected, subject to any warranty applicable thereto.

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(9) The Equipment Supplier shall be liable for all damage, loss or expense arising from any failure of the

Equipment or delay or failure to perform warranty work hereunder or in restoring the Equipment to

working order.

(10) Nothing in this section shall be construed, in any way, to prejudice or limit the City’s contractual rights

under the Agreement or the General Contract or any equitable or common law rights available to it.

8. WARRANTY LIMITATION

The warranties and remedies set forth herein are limited only to the extent of damage caused as a direct result

of improper storage or installation by the General Contractor or improper use and maintenance of the

Equipment by the City, which is not in general accordance with the Equipment Supplier’s written storage,

installation, operating and maintenance instructions.

9. PERFORMANCE

In addition to any other provision concerning the performance and personnel of the Equipment Supplier:

(1) Under the Equipment Supply Contract:

(a) the Equipment Supplier shall make available appropriately skilled workers, consultants or

subcontractors, as appropriate, and must be able to provide the necessary materials, tools, machinery and

supplies to fulfill its obligations to supply the Equipment in accordance with the terms and conditions of

the Contract Documents.

(b) Without limiting the foregoing, the Equipment Supplier shall be responsible for complying with the

Occupational Health and Safety Act (OHSA) at all times during the supply of the Equipment. The City

shall in no way be considered the constructor with respect to any part of the supply of Equipment for the

purposes of the OHSA.

(c) It shall be the Equipment Supplier's responsibility to co-ordinate, control and check the work of and

the provision of the goods and services by its own forces and of all its Subcontractors and to ascertain that

all work is performed in accordance with all requirements of the Contract Documents. Without limiting

the generality of any other provision herein, the Equipment Supplier shall be liable for all costs or damages

arising from acts, errors or omissions, negligence or wilful misconduct of its Subcontractors.

(2) The City shall not be construed to have any contractual relationship with any of the Equipment Supplier's

employees or Subcontractors or material suppliers or their employees or supplier.

(3) The City’s Construction General Conditions and Supplementary Conditions are included in a schedule to

this RFP and will form part of the General Contract. The Equipment Supplier agrees to be bound by the

terms and conditions contained therein as they affect the supply of the Equipment to the Work and the

Equipment Supplier as a subcontractor to the General Contractor. Where there may be a difference

between the Equipment Pre-Selection General Conditions contained in this RFP and the terms and

conditions in the City’s Construction General Conditions, the Equipment Pre-Selection General

Conditions will take precedence.

(4) Any Equipment, services, work, material or incidentals, not explicitly specified in the RFP Documents

but which are necessary to conform to generally accepted industry, safety or product standards, good

construction practice, to produce a finished appearance, or required by the Ontario Building Code or

other governing codes, or which may be fairly implied as “included”, shall be done or supplied by the

Equipment Supplier as if such Equipment, services, work, material or incidentals had been explicitly

specified;

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10. COMPLIANCE WITH LAWS

The Equipment Supplier, at all times, shall comply with and conform to all statutes, laws, by-laws,

regulations, requirements, codes, ordinances, notices, rulings, orders, directives, policies and controls of the

municipal, provincial and federal governments and any other lawful authority and all court orders, judgments

and declarations of a court of competent jurisdiction (collectively referred to as the “Laws”), applicable to the

Equipment and the supply thereof, and the responsibilities and obligations of, the Equipment Supplier under the

Contract Documents. The Equipment Supplier shall ensure that all persons performing the supply of the

Equipment to the Work hold all valid and current permits, licences (including municipal), consents and

approvals required by Law with respect to such services to be provided and/or Equipment to be supplied by

them.

The Equipment Supplier, at all times, shall cooperate with the General Contractor and the City, as Owner, in

promptly furnishing any information that may be required by the Ministry of Labour and any other

government regulatory authority with jurisdiction over any matter applicable to the supply of the Equipment.

11. W.H.M.I.S.

The Equipment shall be supplied in compliance with Canada's Workplace Hazardous Materials Information

System (W.H.M.I.S.). Without exception, all Equipment and all parts and material comprising same shall be

ASBESTOS-free and TAR-free.

12. PROHIBITED PRODUCTS

(1) The Equipment Supplier must provide the General Contractor with a list of designated substances that

will be brought to the Work Site prior to commencing the supply of the Equipment to the Work. The

tender for the General Contract will require that the General Contractor maintain at the Project site, copies

of all Materials Safety Data Sheets (MSDS) and an inventory of hazardous materials for each substance

on the Project.

(2) Hazardous products and materials containing any Class A1 carcinogen substance, as indicated in their

appropriate Material Safety Data Sheets, shall not comprise any part of the Equipment, or the supply

thereof, and are prohibited from City property and the Work Site.

(3) The Equipment Supplier agrees to fully indemnify and save harmless the City, its employees and

Consultants and the General Contractor from any and all charges, fines, penalties and costs that may be

incurred or paid by the City or the General Contractor, as the case may be, or any of their respective

employees or if the City or the General Contractor or any of their respective employees shall be made a

party to any charge under the Occupational Health and Safety Act in relation to any violation of such Act

arising out of the supply of the Equipment.

13. OWNERSHIP OF PROJECT DOCUMENTATION

All information, data, plans, specifications, reports, estimates, summaries, photographs and all other

documentation prepared by the Equipment Supplier specifically in the connection with the supply of the

Equipment, save and except as provided in subsection 14(4), whether they are in draft or final format, shall be

the property of the General Contractor, upon delivery of such documents to the General Contractor, which

shall be completely and absolutely transferable to the City under the General Contract.

14. PATENT AND COPYRIGHTS

(1) Where the supply and incorporation of the Equipment, or any component thereof, to the Work and use of

such Equipment, or any component thereof, requires the installation or use of any patented, trademarked,

copyrighted or other protected intellectual property (“Intellectual Property”),

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(a) belonging to the Equipment Supplier, the Equipment Supplier shall grant to the General Contractor an

irrevocable and perpetual license to permit the General Contractor to use such Intellectual Property

for the supply, installation and use of the Equipment and all components thereof, as contemplated in

the RFP Documents, which licence shall be completely assignable to the City upon acceptance of the

Equipment by the City;

(b) belonging to any other person, the Equipment Supplier shall acquire from and pay for the an

irrevocable and perpetual license from the owner thereof entitling the General Contractor to use such

third party Intellectual Property for the supply, installation and use of the Equipment and all

components thereof, as contemplated in the RFP Documents, which licence shall further be

completely assignable to the City, upon acceptance of the Equipment by the City.

(2) The Equipment Price shall include all payments made or to be made or required to be made for the use of

any and all Intellectual Property, as provided in subsection (1) above.

(3) All Shop Drawings prepared by the Equipment Supplier, in accordance with Specifications of the RFP

Documents, shall become the absolute property of the General Contractor, upon delivery, and the

Equipment Supplier irrevocably transfers to the General Contractor any moral rights or copyright in same.

The General Contractor shall be entitled to transfer to the City all such rights acquired upon the City’s

acceptance of the Equipment from the General Contractor.

(4) Any Shop Drawings prepared by the Equipment Supplier for the City shall become the absolute property

of the City, upon delivery, and the Equipment Supplier irrevocably transfers to the City any moral rights

or copyright in same.

(5) The Equipment Supplier, at its sole expense, shall defend, indemnify and save harmless the City, and its

employees, officers, consultants and agents, from all and every claim, action or proceeding for damages,

costs (including its lawyers' fees on a substantial indemnity basis), charges, expenses, royalties, or fees for

the alleged infringement or infringement of any patent, trademark, trade secret, copyright or other

proprietary right occasioned by them in connection with the supply of the Equipment by the Equipment

Supplier or the installation or use of the Equipment by the General Contractor or the City, as

contemplated in this RFP, as well as for any alleged unfair competition resulting from similarity in

design, trademark or appearance of goods or services furnished hereunder. The City may, at its option, be

represented at any such proceeding.

(6) If the Equipment or the supply of the Equipment or the installation or use of the Equipment is held in any

such claim, action or proceeding to constitute an infringement, the Equipment Supplier, at its expense and

in compliance with the Specifications, shall forthwith either procure for the General Contractor or the

City, as the case may be, the right to use and continue to use such material or Equipment; or replace same

with substantially equal but non-infringing material and Equipment; or modify same to make them

substantially equal but non-infringing; or remove same and refund the purchase price and transportation

and installation costs and all other costs of the General Contractor or the City related to the removal and

loss of use.

15. CONFIDENTIALITY

All correspondence, documentation and information of any kind provided by City, or by any other person on

the City’s behalf including its Consultant, the Contract Administrator or General Contractor, to or which

comes to the attention of the Equipment Supplier in connection with, or arising out of, or by reason of this

RFP or the supply of the Equipment remains the property of the City; must be treated as confidential; and

must not be used for any purpose other than as contemplated herein and shall not be reproduced, disclosed or

disseminated, except as required by Law or as expressly permitted in advance by the City in writing. This

RFP is subject to the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56,

as amended.

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16. SPARE PARTS

The Equipment Supplier shall maintain a complete inventory of spare parts commonly needed for the

Equipment specified at a location within the Province of Ontario or, alternately, spare parts must be made

available to the General Contractor within 48-hours of any spare part order by the General Contractor during

the Warranty Period and, after the Warranty Period, to the City, as soon as reasonably possible but no later

than within 30 days. The Equipment Supplier represents and warrants that such spare parts inventory shall be

maintained for the Equipment for a period of no less than ten (10) years or the life cycle for the Equipment

quoted by the Equipment Supplier in its Proposal, whichever is greater.

17. DELIVERY AND RECEIVING

(1) Subject to the occurrence of a Force Majeure (as defined in s. 36) or as may be expressly provided in this

RFP with respect to an extension of the Supply Completion Date, the Equipment Supplier shall commence

the supply of the Equipment to the Work by the Delivery of Equipment Tentative date and complete fully

the supply of the Equipment with due expediency and due diligence by the Delivery of Equipment

Tentative Date specified in Schedule “A” of the Form of Quotation contained in its Quotation. The

Equipment Supplier shall be responsible for arranging with the General Contractor suitable delivery dates,

for each item of Equipment and each deliverable to be supplied to the Work Site, that are acceptable to

both the Equipment Supplier and the General Contractor and that will allow for the complete supply of the

Equipment by the Supply Completion Date.

(2) The General Contractor shall be responsible for receiving delivery of the Equipment. It is the

responsibility of the Equipment Supplier to coordinate delivery requirements and details with the General

Contractor.

(3) The Equipment Supplier shall deliver the Equipment, where required, in stages to suit the General

Contractor’s installation schedule and to avoid prolonged periods of storage. Prior to the receipt of each

delivery, the General Contractor shall furnish to the City satisfactory evidence that construction of the

Work into which the Equipment will b, e incorporated has sufficiently progressed such that the Equipment

to be delivered will be incorporated into the Work within a reasonable amount of time following receipt of

the delivery.

(4) The Equipment Supplier shall prepare and submit to the General Contractor, with a copy to the Contract

Administrator, a schedule that indicates the timing of the major activities relating to the supply of the

Equipment and provides sufficient detail of the critical events and their inter-relationship to demonstrate

the same will be performed in conformity within the time provided in subsection (1) above. The

Equipment Supplier shall provide General Contractor at least seven (7) days’ prior written notice of the

arrival and delivery of any item of Equipment.

(5) Delivery of anchor bolts and parts to be embedded which are required in advance of the delivery of

Equipment shall be made when required by the General Contractor.

(6) No delivery of the Equipment to the Work Site shall occur until Shop Drawings for such Equipment have

been reviewed and accepted by the General Contractor.

(7) The General Contractor, at its own expense, shall be responsible for unloading each item of the Equipment

at the Work Site.

(8) The General Contractor's representative at the Work Site shall sign the carrier's shipping documents to

indicate receipt of the required number of crates, packages and other containers and shall note thereon any

apparent shortages of or visible damage to such crates, packages and containers.

(9) The Equipment Supplier shall furnish to the General Contractor lists showing the contents of the said

crates, packages and other containers. Such lists shall be furnished sufficiently early so that copies will be

available at the Work Site when delivery of the said Equipment is made. All Equipment shall have a

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stainless steel manufacturer’s nameplate securely affixed in a conspicuous place on the Equipment

showing the ratings, serial number, model number, manufacturer, and other pertinent nameplate data.

(10) The Equipment Supplier shall provide, upon delivery of the Equipment to the Work Site, record data

of all Equipment and parts thereof indicating the materials, use, colors, model numbers and other

information pertaining to the Equipment and parts thereof which would allow these items to be replaced at

a future date. The Equipment Supplier shall provide the record data to the General Contractor with a copy

to the Contract Administrator.

(11) The Equipment will be inspected by the General Contractor upon delivery, and if found to be in

satisfactory condition, will be unloaded by the General Contractor. This inspection is only for the purpose

of determining apparent damage in transit, if any. Within seven (7) days after the date of delivery to the

Work Site, the General Contractor shall notify the Equipment Supplier in writing of shortages, loss or

damage in, of or to the Equipment delivered.

(12) Delivery shall not be considered complete until all Equipment and materials necessary for a complete

installation has been received at the Work Site.

18. LATE DELIVERY/LIQUIDATED DAMAGES

(1) The City accepts no responsibility for any claim made by the General Contractor against the Equipment

Supplier on account of actual damages or additional costs incurred, or allegedly incurred, by the General

Contractor on account of late delivery by the Equipment Supplier of any item of Equipment. Any dispute

between the Equipment Supplier and the General Contractor with respect to any such claim shall be

settled between the Equipment Supplier and the General Contract.

(2) Time is of the essence of the Equipment Supply Contract and if the Equipment Supplier fails to perform

its responsibilities and obligations at the time fixed for performance herein, the=Equipment Supplier may

be subject to damages and/or other remedies by the General Contractor under the Equipment Supply

Contract.

(3) Failure to meet the completion schedule will subject the Equipment Supplier to damages, including

liquidated damages, in accordance with the General Contract. The Liquidated Damages assessed by the

City against the General Contractor for failure to complete the project within the Contract Time stipulated

in the General Contract shall be in the amount of $7,200.00 (Seven Thousand and Two Hundred Dollars)

per day for each and every calendar day. The General Contractor shall have the right to assess this

amount against the Equipment Supplier to the extent the Equipment Supplier is the reason for any portion

of the delay in completion. This is without prejudice to any other remedy of the City or the General

Contractor in contract or otherwise at law.

19. RISK OF LOSS

(1) The Equipment Supplier shall bear all risk of loss or damage of or to the Equipment until such Equipment

has been delivered to the Work Site and inspected and accepted in writing by the General Contractor.

(2) The Equipment Supplier agrees that it shall provide the required insurance as outlined in Section 28 until

the Equipment is accepted by the General Contractor as provided herein and shall provide satisfactory

evidence of such coverage to the General Contractor prior to the commencement of the supply of the

Equipment. The General Contractor shall assume care, custody and control, and risk of loss, for each

item of Equipment upon its acceptance of same.

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20. TRANSFER OF TITLE

The title to Equipment, components, and materials to be furnished in accordance with the RFP Documents

including replacements or substitutions shall pass to the General Contractor upon its acceptance of the

Equipment at the time of delivery to the Work Site. The passing of the title to the General Contractor (or the

subsequent transfer of the Equipment to the City) shall not relieve Equipment Supplier from any other

liabilities or obligations under the Equipment Supply Contract or the Agreement, which shall remain in full

force and effect.

21. STORAGE OF EQUIPMENT

The Equipment Supplier shall coordinate the storage of the Equipment at the Work Site with the General

Contractor. The Equipment Supplier shall be responsible for providing the General Contractor with full

instructions in writing of all precautions to be observed in connection with the storing and protection of the

Equipment. A copy of all instructions shall be provided to the Contract Administrator. The General

Contractor will be responsible for proper storage of the delivered and accepted Equipment, appurtenances and

materials until it is installed and for their protection against weather, deterioration, loss, damage or theft.

22. COORDINATION WITH WORK BY OTHERS

(1) The Equipment Supplier shall cooperate and liaise with the General Contractor to make appropriate

working arrangements to ensure the satisfactory execution and timely completion of the supply of the

Equipment and related services.

(2) The City shall provide the General Contractor reasonable access to the Work Site necessary to enable the

Equipment Supplier to complete the supply and services herein.

23. SERVICES REQUIRED AT WORK SITE

(1) The General Contractor shall be responsible for the installation of the Equipment.

(2) The Equipment Supplier shall provide the services of a qualified factory-trained representative or

representatives who, in conjunction with the Contract Administrator, shall give instructions to the General

Contractor regarding the proper installation of the Equipment. The Equipment Supplier’s representative(s)

shall visit the Work Site as frequently as is required, and otherwise as may be provided for in this RFP to

supervise the installation and ensure that the installation work is being performed in a proper and

workmanlike manner.

(3) The Equipment Supplier’s representative(s) shall also be present during and supervise the start-up,

commissioning and initial operation of the Equipment.

(4) The Equipment Supplier shall coordinate and schedule the services of its qualified representative(s) at the

Work Site with the General Contractor, in consultation with the City and the Contract Administrator, and

the scheduling shall be agreed upon before the work of installing the Equipment begins.

(5) Prior to Equipment start-up, all Equipment shall be inspected by the Equipment Supplier and General

Contractor for proper alignment, proper connection, satisfactory performance, and shall be leak free.

Where possible, all moving parts shall be checked for rotation prior to operation. Piping systems shall be

tested in accordance with appropriate ASTM specifications

(6) All Equipment and related services furnished by the Equipment Supplier shall be properly inspected by

the Equipment Supplier at its expense for conformity with the Specifications.

(7) Inspection and testing of the Equipment shall be performed by the Equipment Supplier, at its expense, in

accordance with the provisions of the RFP Documents and the General Contract and in accordance with

good industry practice. At the City’s request, the City shall be notified of, and may be represented at, all

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tests that may be conducted by Equipment Supplier. Should tests in addition to those required by the

foregoing be desired by the City, the General Contractor will be advised in sufficient time to permit such

testing. Such additional tests shall be at City’s expense payable through the General Contract, provided

however, if there is a defect or deficiency in such Equipment discovered as a result of such testing the

cost of such testing shall be the responsibility of the General Contractor or the Equipment Supplier.

Notwithstanding the foregoing, the City is not obligated to make any such inspection or examination.

(8) The General Contractor shall be required to furnish a sworn declaration, in the form satisfactory to the

City, certifying that its qualified representative(s) of the Equipment Supplier has/have inspected and

tested the installed Equipment and found the Equipment to be satisfactorily installed in accordance with

the Specifications and in proper working condition.

(9) Testing approval by the General Contractor and/or the City shall not constitute nor be deemed a release of

the responsibility and liability of Equipment Supplier, its employees, agents or associates under the

Contract Documents nor shall approval be deemed to be the assumption of any responsibility by the City.

The City shall have the right to inspect the Equipment and to reject any or all Equipment that are in the

City’s judgment defective or non-conforming. The General Contractor or the Equipment Supplier shall

bear all costs and expenses of unpacking, examining, re-packing and re-shipping defective or non-

conforming Equipment.

24. TRAINING

The General Contractor shall arrange for and pay the Equipment Supplier to provide training to instruct the

City’s personnel on the operation and maintenance of the Equipment in accordance with the Specifications.

25. ACCEPTANCE BY CITY

(1) Without limiting any other provision contained herein, including any warranty or guarantee, the General

Contractor shall have to operate the Equipment successfully, after installation, start-up, and operator

training is completed, for a period of thirty (30) days before final acceptance of the Equipment.

Acceptance of the Equipment by the City shall, in no way, prejudice or limit any rights or remedies that

the City may have in respect to any Equipment warranty or guarantee, in contract, law or in equity.

(2) In the event the City receives Equipment which has defects or non-conformity with the Specifications, the

City reserves the right to request replacement, as well as payment of its losses and damages from the

General Contractor upon discovery of same provided that notice is provided by the City to the General

Contractor within the Warranty Period. The General Contractor shall have the same recourse against the

Equipment Supplier as a result of a defect or non-conformity in supply of the Equipment by the

Equipment Supplier.

(3) No acceptance of the Equipment by the City or expiration of the Warranty Period shall, in any way,

prejudice or limit any rights or remedies that the City may have in respect to a defect or non-conformity

of the Equipment discovered by the City which is of a fundamental nature.

(4) As soon as it is convenient for the City, the General Contractor will arrange for, and acceptance tests shall

be carried out at the Work Site when the General Contractor and the Equipment Supplier shall

demonstrate to the satisfaction of the City that the Equipment meets the Specifications and is fully

operational and ready for immediate use.

(5) The General Contractor shall make available to the City records of all measurements taken during such

acceptance tests.

(6) During such period, the General Contractor shall arrange for the Equipment Supplier, or its

representative, shall make such adjustments as may be deemed necessary to improve the operating

performance of the Equipment. If during this 30-day period, the Equipment fails to perform as required or

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the Equipment must be taken offline for adjustment repair or modification for more than 1 day, the 30-day

period will be started over.

(7) Provided that the City is satisfied with the acceptance tests, the City shall give written notice to the

General Contractor to that effect. The date of such notice shall constitute the Acceptance Date. The giving

of the foregoing notice by the City shall not in any way prejudice its rights if it is otherwise discovered

later that the Equipment does not meet the requirements of the Specifications.

26. UNPAID ACCOUNTS AND LIENS

(1) The Equipment Supplier shall be required to covenant to the General Contractor to pay all charges

incurred by or on behalf of the Equipment Supplier for any services, work or materials which may be

supplied, done or performed in respect of the supply of the Equipment and the Equipment Supplier shall

be required to forthwith discharge and obtain a release of any liens or encumbrances whatsoever arising

therefrom at any time claimed or registered against or in respect of the supply of the Equipment or any

part thereof. In the event that the Equipment Supplier shall fail to cause any such liens or encumbrances

forthwith to be discharged and released after being notified thereof, then, in addition to any other right or

remedy of the General Contractor, the General Contractor may, but shall not be obliged to, discharge

same by paying the amount claimed to be due and any other amounts necessary to obtain such a discharge

and the amount so paid by the General Contractor and all costs and expenses, including reasonable

solicitor's fees on a substantial indemnity basis, incurred by the General Contractor in procuring the

discharge and release of such lien or encumbrance, shall be payable by the Equipment Supplier forthwith.

(2) The Equipment Supplier shall be required to indemnify the General Contractor from all claims arising out

of unpaid accounts relating to the supply of the Equipment including any claims of the City (The City

shall have like rights against the General Contractor under the General Contract). The General Contractor

shall have the right at any time to require satisfactory evidence that the work in respect of which any

payment has been made or is to be made by the General Contractor to the Equipment Supplier is free and

clear of liens, attachments, claims, and demands, charges or other encumbrances.

(3) In the event that the Equipment Supplier shall fail to cause any liens or encumbrances any time claimed or

registered against the lands of the Owner in respect of any improvement which the supply of the

Equipment may constitute under the Construction Lien Act, R.S.O.1990 to be discharged and released

forthwith after being notified thereof, then, in addition to any other right or remedy the City may have by

contract, law, statute or in equity, the City may, but shall not be obliged to, discharge same by paying the

amount claimed to be due and any other amounts necessary to obtain such a discharge and the amount so

paid by the City and all costs and expenses, including reasonable solicitor's fees on a substantial

indemnity basis, incurred by the City in procuring the discharge and release of such lien or encumbrance,

shall be payable to the City by the Equipment Supplier and the General Contractor forthwith. The City

shall have the right at any time to require satisfactory evidence that the work in respect of which any

payment has been made or is to be made by the City to the General Contractor is free and clear of liens,

attachments, claims, and demands, charges or other encumbrances.

27. INDEMNIFICATION

(1) In consideration of the Equipment Supplier being pre-selected by the City for the supply of the Equipment to

the Work under the General Contract, the Equipment Supplier covenants and agrees at all times to defend,

fully indemnify and save harmless the General Contractor, the City, their officers, directors, employees,

agents and representatives, their successors and assigns (hereinafter called the " Indemnitees") from and

against any and all Claims of any nature whatsoever and howsoever caused to, sustained or suffered by, or

imposed upon or made or instituted against any of the Indemnitees or to which any of them may be liable

by reason of or arising from or related to:

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(a) any act or omission, neglect, default or wilful misconduct on the part of the Equipment Supplier as well

as any officer, employee, servant, Subcontractor, consultant, invitee, agent or assign of the Equipment

Supplier relating to the supply of the Equipment; or

(b) attributable to or connected with the performance, non-performance or purported performance of the

Equipment Supplier’s obligations pursuant to the Equipment Supply Contract; or

(c) in consequence of or in any way arising out of any defect in the Equipment; or

(d) by reason of any default, breach, violation, misrepresentation, non-performance or non-compliance of or

with any covenant, term, obligation, warranty (express or implied), condition or provision in or related

to the Agreement or the Equipment Supply Contract by the Equipment Supplier, or

(e) any infringement or alleged infringement or other breach, actual or alleged of any Canadian, American

or other patent, industrial design, trade secret, trademark, copyright, service mark, trade name, official

mark, moral right or any other intellectual property right of any person conferred by contract, common

law, statute or otherwise, for which the Equipment Supplier is responsible or which is occasioned by

the Equipment Supplier in connection with the supply of the Equipment or material to the Work and

related services performed by it under the Agreement or the Equipment Supply Contract, or anyone

else for whom at law it is responsible; or

(f) breach of any confidentiality obligations under the Equipment Supply Contract,

except to the extent that the same are directly caused by the negligence or deliberate wrong-doing of

the General Contractor.

(2) In the event any Claim is asserted in respect to which any of the Indemnitees is entitled to indemnification

under this section, without prejudice to any other right or remedy it may have, the General Contractor

shall be entitled to deduct or withhold a reasonable sum on account of such Claim, including legal costs,

from monies owed or payable by the General Contractor to the Equipment Supplier under the Equipment

Supply Contract, pending the final determination or settlement of such Claim.

(3) Upon assuming the defence of any Claim covered under this section the Equipment Supplier shall keep

the party or parties entitled to indemnification herein reasonably informed of the status of the matter, and

the Equipment Supplier shall make no admission of liability or fault on any GC Indemnitee's part without

prior written consent the party or parties entitled to indemnification herein.

(4) The rights to indemnity provided for in this section shall be deemed to be in addition to and not in lieu of

any insurance to be provided by the Equipment Supplier and any rights with respect to insurance in favour

of the General Contractor. The rights to indemnity provided herein shall survive the expiration or any

termination of the Equipment Supply Contract.

(5) The Equipment Supplier acknowledges and agrees that the City, at its option, shall have the right to an

assignment of the General Contractor’s rights of indemnification herein related to the supply of the

Equipment and may directly enforce such rights against the Equipment Supplier.

28. INSURANCE

1. The Equipment Supplier shall comply with all insurance requirements, and all WSIB and security

requirements including any performance security, as may be stipulated in the Contract Documents, prior to

the commencement of the supply of the Equipment to the Work. The Equipment Supplier shall bear all costs,

expenses, losses and damages of its own and those of the General Contractor and the City, which may arise as

a result of the Equipment Supplier failing to or delaying in promptly complying with this condition.

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2. The successful vendor agrees to purchase and maintain in force, at its own expense and for the duration of

the services, the following policies of insurance, which policies shall be in a form and with an insurer

acceptable to the City. A certificate evidencing these policies signed by the insurer or an authorized agent

of the insurer must be delivered to the City prior to the commencement of services:

a) Commercial General Liability provided that the policy:

(i) is in the amount of not less than Five Million Dollars ($5,000,000.00), per occurrence;

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

(iii) includes Non-Owned Automobile Liability, Employer's Liability and/or Contingent

Employer's Liability, and any other provision relevant to the services;

(iv) includes a clause which will provide the City with thirty (30) days' prior written notice of

cancellation (15 days if cancellation is due to non-payment of premium).

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

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

(ii) will extend to infringement of copyright and other intellectual property, including misuse

of trade secrets, if appropriate.

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.

c) Automobile Liability insurance with a minimum limit of Two Million Dollars ($2,000,000) for all

owned or leased licensed motorized vehicles used in the performance of services.

It is understood and agreed that the coverage and limits of liability noted above are not to be construed as

the limit of liability of the vendor in the performance of services. It is also agreed that the above

insurance policies may be subject to reasonable deductible amounts, which deductible amounts shall be

borne by the vendor. At the expiry of the policies of insurance, original signed Certificates evidencing

renewal will be provided to the City without notice or demand.

The successful vendor is responsible for any loss or damage whatsoever to any of its materials, goods,

equipment or supplies and will maintain appropriate all-risk coverage as any prudent owner of such

materials, goods, supplies and equipment. The successful vendor shall have no claim against the City or

the City’s insurers for any damage or loss to its property and shall require its property insurers to waive

any right of subrogation against the City.

29. WORKPLACE SAFETY AND INSURANCE BOARD

Where applicable, all of the Equipment Supplier's personnel must be covered by the insurance plan

under the Workplace Safety and Insurance Act, 1997, as amended. Upon request by the City or General

Contractor, an original Letter of Good Standing from the Workplace Safety and Insurance Board shall be

provided prior to the commencement of any supply of the Equipment indicating that all payments by the

Equipment Supplier to the Board have been made. Prior to payment of the Equipment Supplier, the

Equipment Supplier must deliver to the General Contractor a Certificate of Clearance issued by the

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Board indicating all payments by the Equipment Supplier to the Board related to the supply of the

Equipment herein have been made.

30. PERFORMANCE AND OTHER SECURITY

(1) The Equipment Supplier shall, at its expense, provide to the General Contractor security in accordance

with the provisions of this section and any Equipment Pre-Selection General Terms and Conditions in

respect thereto.

(2) The Equipment Supplier shall, upon the execution of the Equipment Supply Contract and prior to the

commencement of the supply of the Equipment to the Work, furnish to the General Contractor security

for the performance of the Equipment Supply Contract and for the payment of all necessary services and

materials required to complete the supply of the Equipment in a satisfactory manner, in a form and with a

surety company acceptable to the General Contractor and securing at least 50 per cent of the Equipment

Price, or such other percentage or amount as may be provided in the Equipment Pre-Selection General

Terms and Conditions, which security shall remain in full force and effect until the completion of the

Warranty Period.

(3) The amount payable under such performance security shall not prevent or limit the General Contractor (or

the City) from recovering the amount of any damages over and above the amount of the performance

security or exercise additional or alternative rights and/or remedies, whether by way of any set-off, legal

proceedings or otherwise.

31. RIGHTS AND REMEDIES ASSIGNABLE

The rights and remedies provided in herein given to the General Contractor and the City are distinct,

separate and cumulative and are not exclusive or mutually exclusive alternatives, may be exercised at any

time and from time to time independently, jointly or in combination, are in addition to and shall not be

deemed to be in exclusion of all other legal, equitable or statutory rights and remedies to which the

General Contractor or the City is otherwise entitled, as well as any other rights and remedies stipulated in

the Equipment Supply Contract, and the exercising or taking of any one right or remedy shall not preclude

the exercising or taking of any other rights or remedies.

Without restricting, limiting, precluding or otherwise prejudicing any other right, privilege or remedy of

the City provided in contract or by Law or in equity, the City shall have the right, under the General

Contract, to an assignment of the General Contractor’s rights and remedies hereunder.

32. CONTRACT CANCELLATION

(1) The City may cancel the Agreement between the City and the Equipment Supplier for any reason, prior to

the execution of the Equipment Supply Contract, without any financial obligation to the Equipment

Supplier. Should for any reason the City not enter into a General Contract which includes the supply of

the Equipment, then the City will notify the Equipment Supplier in writing that a Purchase Order for the

Equipment will not be issued and all obligations between the City and the Equipment Supplier for this

Project will be cancelled without any financial obligation to the Equipment Supplier.

(2) In the event of any cancellation, the Equipment Supplier shall immediately stop all work related to the

Supply Contract, and shall immediately cause any and all suppliers and subcontractors to do the same.

(3) In the event of any cancellation the City shall not incur any liability to the Equipment Supplier apart from

payment to the General Contractor, which the General Contractor shall pay over to the Equipment

Supplier, of the reasonable costs directly incurred by the Equipment Supplier for Equipment, work or

services that have been satisfactorily delivered or performed by the Equipment Supplier prior to the notice

of cancellation. Such reasonable costs incurred shall be supported by audit, if necessary, carried out by

auditors acceptable to the City, prior to payment of same. Neither the City nor General Contractor shall be

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liable to the Equipment Supplier for loss of anticipated profit on the cancelled portion or portions of the

General Contract or the supply of the Equipment. Neither the City nor General Contractor shall be liable

to the Equipment Supplier for consequential, economic or indirect losses or damages arising as a result of

such cancellation.

(4) The Equipment Supplier shall not be paid for any Equipment supplied or services or work done after

receipt of the notice of cancellation or for any costs incurred by the Equipment Supplier or its suppliers or

subcontractors which such persons could reasonably have avoided or mitigated. The Equipment Supplier

shall not unreasonably anticipate the requirements of a Purchase Order for the Equipment.

33. SUSPENSION OF WORK

(1) The City shall have the right, which may be exercised from time to time without invalidating the

Agreement or the Equipment Supply Contract, to suspend any part or the whole of the Work under the

General Contract, including the supply of the Equipment by the Equipment Supplier, for such period of

time as the City may notify the General, not to exceed thirty (30) consecutive days unless the General

Contractor otherwise agrees to a longer suspension. Subject to the Force Majeure provisions set out in

section 36 and save to the extent any such suspension arises from Default by the Equipment Supplier, the

City shall pay to the General Contractor, which the General Contractor shall pay over to the Equipment

Supplier, the reasonable extra expenses incurred by the Equipment Supplier for labour or materials

directly incurred as a result from the suspension, provided that in no event will the City (or General

Contractor) be liable to the Equipment Supplier for loss of profit, interest or any other damages or loss

occasioned to the Equipment Supplier by reason of any such work suspension. Such extra expenses shall

be supported by audit, if necessary, carried out by auditors acceptable to the City, prior to payment for

same. Neither the City nor General Contractor shall be liable to the Equipment Supplier for consequential,

economic or indirect losses or damages arising as a result of such suspension. Upon the resumption of the

supply of the Equipment after a suspension of up to and including ninety (90) days, the delivery schedule

and Supply Completion Date shall be adjusted by the number of days performance was suspended. In the

event of a suspension exceeding ninety (90) days, the delivery schedule and Supply Completion Date

shall be adjusted as agreed among the City, and the General Contractor, acting reasonably.

34. CHANGES IN THE WORK

The City may, without invalidating the Agreement or General Contract, direct the General Contractor to

make changes to the work which may include changes to the supply of the Equipment by the Equipment

Supplier. When a change causes an increase or decrease in the Work related to the supply of the

Equipment, the Equipment Price shall be increased or decreased by the application of Proposal prices to

the quantum of such increase or decrease, or in the absence of applicable Proposal prices, by an amount

to be agreed upon between the City and the General Contractor and correspondingly between the

General Contractor and the Equipment Supplier, under their respective contracts. All such changes shall

be in writing. The General Contractor shall, without invalidating the Equipment Supply Contract, have

the right to make a corresponding change in the Equipment Supply Contract.

35. NON-WAIVER

No condoning, excusing or overlooking by the General Contractor under the Equipment Supply Contract,

or the City under this Agreement, of any Default, breach or non-observance by the Equipment Supplier at

any time or times in respect of any provision herein contained shall operate as a waiver of the General

Contractor's or the City’s right, as the case may be, hereunder in respect of any continuing or subsequent

default, breach or non-observance, or so as to defeat or affect in any way the rights of the General

Contractor or City herein in respect of any such continuing or subsequent default or breach. No waiver

shall be inferred from or implied by anything done or omitted by the General Contractor or the City, save

only by express waiver in writing. The doing of anything by the General Contractor required by the

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Equipment Supply Contract to be done by the Equipment Supplier shall not relieve the Equipment

Supplier of its continuing obligation to do that thing. No delay or omission by the City in exercising any

right or remedy shall operate as a waiver of them or of any other right or remedy, and no single or partial

exercise of a right or remedy shall preclude any other or further exercise of them or the exercise of any

other right or remedy.

36. FORCE MAJEURE

(1) In this Agreement, “Force Majeure” means a delay in the performance or the non-performance of the

obligations of a party to the Contract Documents that occurs without the fault, lack of due diligence or

negligence of the party relying thereon as justification for such delay or non-performance; could not have

been reasonably foreseen, prevented or avoided by that party, and was caused by an event beyond the

reasonable control of that party, and for the sake of greater certainty includes any one or more of the

following:

(a) acts of God; fires; floods; explosions; earthquakes or serious major accidents; unusually severe

weather; epidemics or quarantine restrictions; or

(b) acts of the Queen or her enemies, foreign or domestic; war (whether declared or not); invasions;

insurrections; terrorist attacks; or riots; or

(c) change in laws, government regulations or controls which renders a party unable to perform its

obligations under the Contract Documents; governmental priorities or allocation regulations or orders

affecting Equipment, materials, labour and facilities; fuel shortages or freight embargoes; or

(d) orders of any Court, administrative tribunals or government agency of competent jurisdiction; or

(e) strikes or labour troubles causing cessation, slowdown or interruption of work or other similar events

relating to a third party.

(2) Financial difficulties experienced by a party will not be considered Force Majeure.

(3) In the event of the occurrence of a Force Majeure,

(a) the time for completing that portion of the supply of the Equipment to the Work or other performance

which has been delayed by reason of the Force Majeure shall be extended by a period equal to the

delay so caused;

(b) the date for the payment of any portion of the price or any compensation, costs or fees under the

Contract Documents shall be adjusted accordingly, without the adjustment of the price thereof; and

(c) the party so affected will use its best efforts to remedy any such delay or non-performance as

expeditiously as possible; and

any damages, loss, expense and delay or incurred by a party to the Contract Documents in the

performance of the supply of the Equipment to the Work by reason of a Force Majeure, shall not be the

subject of a claim for additional compensation by the affected party against any other party, except to the

extent attributable to or caused by the negligence or wilful misconduct of that other party unless otherwise

set out under the terms of the RFP. Subject to the foregoing, each party shall be excused from

performance so long as the Force Majeure persists, and shall not be considered to be in default, if and to

the extent that its failure of, or delay in performance is due to that Force Majeure.

(4) Where a Force Majeure remains in effect for more than 90 days, the City may terminate the General

Contract (and then the General Contractor may terminate the Equipment Supply Contract), as the case

may be, upon 30 days written notice to the other party, provided at the time when that notice is given the

Force Majeure is then continuing.

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37. CONFLICT AND OMISSIONS TO THE SPECIFICATIONS

Neither party to the Equipment Supply Contract shall take advantage of any apparent error or omission in

the Drawings or Specifications. The City shall be permitted to make such corrections and interpretations

as may be necessary for the fulfilment of the intent of the Drawings and Specifications.

38. SUCCESSORS AND ASSIGNS

(1) All terms, covenants, conditions and provisions provided herein relating to the Equipment Supply Contract

shall be binding upon and shall enure to the benefit of the General Contractor and the Equipment Supplier

and their respective permitted assigns, successors and legal representatives.

(2) The Equipment Supplier shall not assign, subcontract, transfer or encumber in any manner or part of the

Equipment Supply Contract or any interest therein without the prior written consent of the General

Contractor, which consent shall not be unreasonably withheld. Any attempt to assign, transfer or encumber

any of the duties or obligations of Equipment Supplier without such consent is void.

(3) Any delay in the commencement of the supply of the Equipment or in the performance of any related

services or the Equipment Supplier’s obligations under the Equipment Supply Contract related to or

arising from the General Contractor’s consideration of the Equipment Supplier’s request for an

assignment, transfer or encumbrance in any manner or part of the Equipment Supply Contract or any

interest therein or a Subcontractor change and the costs of same shall be solely borne by the Equipment

Supplier.

(4) No assignment or subcontracting by the Equipment Supplier shall, in any circumstances, relieve the

Equipment Supplier from any responsibility for the full performance of all of its responsibilities and

obligations and undertaking of its liabilities under the Equipment Supply Contract. Notwithstanding the

approval of any Subcontractors by the General Contractor, the Equipment Supplier shall be fully

responsible for every Subcontractor’s performance, activities, work, acts or omissions as if the Equipment

Supplier were performing the subcontracted portion of the supply of the Equipment with its own

resources.

(5) The General Contractor(s) shall be responsible to the City for the performance of all of its

subcontractors, including the Equipment Supplier. The City shall require any and all such subcontractors to

sign agreements with the General Contractor that bind the subcontractors to abide by the terms and

conditions hereof. Upon the request of the City, the General Contractor shall furnish the City with copies

of such agreements.

39. ACCRUED RIGHTS AND REMEDIES

Neither the expiration nor the termination of any of the Contract Documents shall prejudice or affect any

right of action, privilege or remedy which shall have accrued or shall thereafter accrue to the General

Contractor or the City under such Contract Documents.

40. NON-EXCLUSIVE REMEDIES

The rights and remedies of the City and the General Contractor provided in the Contract Documents shall

not be exclusive and are in addition to any other rights and remedies provided by contract, law or in

equity, including the right of specific performance and offset.

41. FURTHER ASSURANCES

The Equipment Supplier shall draw, execute and deliver at its own expense, all such instruments and

documents, and do all such acts and things as the General Contractor or City may from time to time

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reasonably consider necessary or advisable for the purpose of carrying out the intent and provisions of the

Contract Documents.

42. GOVERNING LAW

The Contract Documents shall be governed by, subject to and construed in accordance with the laws of

the Province of Ontario and the laws of Canada, as applicable to the matters herein. Any action or other

legal proceeding arising under or with respect to the Contract Documents (including any motion or

other interlocutory proceeding) shall be brought in a Court or a tribunal, whichever may be applicable,

sitting in Toronto, Ontario. The Equipment Supplier and the City each irrevocably submit to the

exclusive jurisdiction of the courts of the Province of Ontario in accordance with the foregoing.

43. SEVERANCE WHERE PROVISION ILLEGAL, ETC.

If any provision or provisions of the Contract Documents or parts thereof or the application thereof to any

person or circumstances shall be found is/are found to be invalid, unenforceable or void by any court or

tribunal of competent jurisdiction, such provision or provisions or parts thereof shall be deemed severable

and all other provision or provisions or parts of the Contract Documents shall be deemed to be separate

and independent therefrom and continue in full force and effect unless and until similarly found void

and/or unenforceable. The remaining terms and provisions of the Contract Documents and its application

to any person or circumstances shall not be affected thereby, but this provision shall apply only insofar as

the effect of that severance is not to change the fundamental nature of the obligations assumed

respectively by each of the parties thereto.

44. ENTIRE AGREEMENT

This Agreement, including the RFP Documents, embodies and constitutes the sole and entire agreement

between the parties hereto. There are no terms, obligations, covenants or conditions between the parties

hereto, other than as contained herein. No alteration, amendment or modification hereof shall be valid

unless executed by an instrument in writing by the parties. Neither this Agreement, nor any term hereof,

can be changed, modified or abandoned, in whole or in part, except by such instrument in writing, and

no subsequent oral agreement shall have any validity whatsoever.

45. LIMITATION OF EQUIPMENT SUPPLIERS'S LIABILITY

Notwithstanding anything to the contrary in the Agreement:

(a) With respect to liability of the Equipment Supplier for damages or loss related to the supply and

performance of the Equipment and Services under the Agreement, the liability of the Equipment Supplier

shall not exceed $12,000,000.00, over and above the proceeds of any security and insurance proceeds

provided under the Agreement. Notwithstanding the foregoing, nothing in this RFP shall be construed to

limit the liability of the Equipment Supplier or General Contractor for damages, losses and costs arising

from injury or death of any persons as a result of any negligence, error or omission of the Equipment

Supplier or from liability for copyright, patent or other intellectual property rights infringement.

46. LIMITATION ON CITY'S LIABILITY

In no event shall the City be liable for anticipated profits or for special, punitive, exemplary, incidental or

consequential damages.

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47. CUSTOMS REQUIREMENT ON PURCHASES FROM VENDORS OUTSIDE CANADA

For all deliveries from outside Canada, the Equipment Supplier shall advise their carriers that the

shipments have to be reported to ICECORP Logistics Inc., the City’s nominated Customs Broker,

telephone # 416-705-2525 & fax # 905-672-7060, Paul Condeco [email protected], for the clearance

of duties and taxes for the imports

Upon the arrival of the goods, ICECORP Logistics Inc. will confirm the shipments with the appropriate

City Staff and will present electronically the required paperwork to Canada Border Services Agency for

clearance and release. Then the nominated carriers will deliver to The City of Toronto. In most cases

ICECORP Logistics Inc. is only given 5 days to sort out the imported goods.

ICECORP Logistics Inc. will create the confirmation entry and make payment of the applicable duty and

taxes and bill the City for these charges along with their service fees.

City Staff have to notify ICECORP Logistics Inc. for customs clearance on the following shipments:

Parcels coming through the mail

Software Programs purchased through the internet or carried across the border in media

Shipments handled by some carriers such as Federal Express or UPS

Administrative Monetary Penalty System

If goods imported are not cleared with the Canada Border Services Agency (CBSA) through a Customs

Broker, penalties for goods will be levied against the City, for which the Equipment Supplier shall be

responsible to reimburse the City. Any federal government penalties for not complying with the

importation rules will be the responsibility of the Equipment Supplier. Examples of non-compliance that

may result in AMPS penalties:

1. Failure to pay duties

2. Failure to provide required information to the CBSA

3. Unauthorized removal of goods from a warehouse

4. Direct delivery of goods prior to release from CBSA control

5. Failure to report goods to the CBSA

HST assessments

The Customs Broker assesses the HST on behalf of the City for the importing shipments of tangible

goods and computer software.

.

48. SUBSTANTIAL PERFORMANCE

Substantial Performance is defined in accordance with the General Conditions for the General Contract

as provided in these documents.

49. ORDER OF PRECEDENCE

The Agreement documents are complementary and what is required by any part thereof shall be

considered as being required by the whole.

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In the event of a conflict or inconsistency between, or an omission or ambiguity with respect to, any

term(s), condition(s) or provision(s) contained in any of the following Agreement documents, the

term(s), condition(s) or provision(s) contained in the following documents shall apply and prevail in the

following successive order of priority to the extent of such conflict, inconsistency, omission or

ambiguity or incongruity:

a) All duly authorized amendments to the formal executed Agreement in order of most recent

date issued, if applicable;

b) Executed formal Agreement between the City and the Equipment Supplier, if applicable;

c) The acceptance letter of the City accepting the Successful Proponent’s Proposal;

d) All Addenda to the RFP, in the order of most recent date issued;

e) RFP Section 1 to Section 7;

f) Equipment Pre-Selection General Terms and Conditions;

g) Proposal Submission Forms;

h) The Technical Specifications;

i) RFP Term and Conditions;

j) Any description of the Equipment or Work not included within any of the foregoing;

k) Construction Supplementary Conditions;

l) Construction General Conditions;

m) Any other document contained in the RFP not included within the foregoing; and

n) Successful Proponent’s Proposal, as accepted by the City.

Should any discrepancies appear or differences of opinion or misunderstanding arise as to the meaning

of the Agreement or as to any omissions therefrom or statements therein in any respect, or as to the

quality or dimensions or sufficiency of the Equipment, materials, services or work or any part thereof,

or as to the due and proper execution of the Agreement Documents, the same shall, subject to the terms

of the Agreement Documents, be determined by the Contract Administrator. Throughout the pre-

selection Proposal process and the incorporation of the pre-selected Equipment into the Work by the

General Contractor(s), any decision of the Contract Administrator shall be binding and final.

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RFP No. 6709-17-7071

APPENDIX B – RFP PROCESS TERMS AND CONDITIONS

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APPENDIX B

RFP PROCESS TERMS AND CONDITIONS

1. Proponent’s Responsibility 2. Prime Proponent 3. City Contacts and Questions 4. Addenda 5. Exceptions 6. Omissions, Discrepancies and Interpretations 7. Incurred Costs 8. Post-Submission Adjustments and Withdrawal of Proposals 9. No Collusion 10. Prohibition Against Gratuities 11. Acceptance of Proposals 12. Verification 13. Unbalanced Bids 14. Conflicts of Interest 15. Ownership and Confidentiality of City-Provided Data 16. Ownership and Disclosure of Proposal Documentation 17. Intellectual Property Rights 18. Failure or Default of Proponent 19. Quasi-Criminal/Criminal Activity of a Proponent 20. Publicity 21. Governing Law

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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 ad-denda; (b) to acquire a clear and comprehensive knowledge of the required services before submit-

ting 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.

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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: 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.

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7. Incurred Costs

The City will not be liable for, nor reimburse, any potential Proponent or Proponent, as the case may be, for costs incurred in the preparation, submission or presentation 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.

The rejection or non-acceptance of any or all Proposals shall not render the City liable for any costs or damages to any firm that submits a Proposal.

8. 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.

9. No Collusion

No Proponent may discuss or communicate about, directly or indirectly, the preparation or con-tent 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.

10. 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 purpose 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 man-ner 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.

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11. 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.

12. 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).

13. 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.

14. Conflicts of Interest

In its Proposal, the Proponent must disclose to the City any potential conflict of interest that might compromise the performance of the Work. If such a conflict of interest does exist, the City may, at its discretion, refuse to consider the Proposal.

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 such an 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.

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 conflict of interest concerned.

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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.

15. Ownership and Confidentiality of City-Provided Data

All correspondence, documentation and information provided by City staff to any Proponent or prospective 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.

16. Ownership and Disclosure of Proposal Documentation

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.

Because of MFIPPA, prospective Proponents are advised to identify in their Proposal material any scientific, technical, commercial, proprietary or similar confidential information, the disclosure of which could cause them injury.

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

17. 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.

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18. 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) 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.

19. 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 as defined in the Provincial Offences Act, or an offence pursuant to similar laws outside of Ontario;

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

c) Determines that, in light of this charge or conviction, awarding to that Bidder 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.

20. 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.

21. 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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RFP No. 6709-17-7071

APPENDIX C – CITY SUBMISSION FORMS C.1 Form 1 – Proposal Submission Form C.2 Form 2 – No Bid Form C.3 City Insurance Forms

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FORM 1

PROPOSAL SUBMISSION FORM

REQUEST FOR PROPOSAL NO. 6709-17-7071

For: PRE-SELECTION OF UV DISINFECTION EQUIPMENT FOR ASHBRIDGES BAY

TREATMENT PLANT

CLOSING: 12:00 NOON (LOCAL TORONTO TIME) MARCH 1, 2017.

PROPONENT INFORMATION

Please complete following form, and name one (1) authorized person to be the contact for the

procurement process and for any clarifications or amendments that might be necessary.

Full Legal Name of Proponent:

Any Other Trade Name under Which the Proponent Carries on Business:

Street Address:

City, Province/State:

Postal Code:

Phone Number:

Fax Number:

Company Website (If Any):

Contact Person and Title:

Contact Phone:

Contact Facsimile:

Contact E-mail:

1. REQUEST FOR PROPOSAL TERMS, CONDITIONS AND SPECIFICATIONS

By signing this form the Proponent agrees that if selected to provide the goods and/or services described

in this Request for Proposal document, they will provide those goods and/or services in accordance with

the terms, conditions, and specifications contained in the Request for Proposal document and in

accordance with the Proponent's proposal submission.

2. 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

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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.


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


RIGHT TO REJECT DEBTORS AND SET OFF POLICY

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http://www1.toronto.ca/City%20Of%20Toronto/Purchasing%20and%20Materials%20Management/Selling%20to%20the%20City/Purchasing%20&%20Material%20Management/Policies-Legislation/bidsfromexternalparties.pdf

http://www1.toronto.ca/City%20Of%20Toronto/Purchasing%20and%20Materials%20Management/Selling%20to%20the%20City/Purchasing%20&%20Material%20Management/Policies-Legislation/bidsfromexternalparties.pdf

http://www1.toronto.ca/City%20Of%20Toronto/Purchasing%20and%20Materials%20Management/Selling%20to%20the%20City/Purchasing%20&%20Material%20Management/Policies-Legislation/former_employees.pdf

http://www1.toronto.ca/City%20Of%20Toronto/Purchasing%20and%20Materials%20Management/Selling%20to%20the%20City/Purchasing%20&%20Material%20Management/Policies-Legislation/former_employees.pdf

http://www1.toronto.ca/City%20Of%20Toronto/Purchasing%20and%20Materials%20Management/Selling%20to%20the%20City/Purchasing%20&%20Material%20Management/Policies-Legislation/right_toreject08.pdf

http://www1.toronto.ca/City%20Of%20Toronto/Purchasing%20and%20Materials%20Management/Selling%20to%20the%20City/Purchasing%20&%20Material%20Management/Policies-Legislation/right_toreject08.pdf

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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http://www1.toronto.ca/City%20Of%20Toronto/Purchasing%20and%20Materials%20Management/Selling%20to%20the%20City/Purchasing%20&%20Material%20Management/Policies-Legislation/environment_procurement.pdf

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


ACCESSIBILITY STANDARDS FOR CUSTOMER SERVICE TRAINING REQUIREMENTS

POLICY

3. 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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http://www.toronto.ca/fairwage

http://www1.toronto.ca/wps/portal/contentonly?vgnextoid=aa2f637314522410VgnVCM10000071d60f89RCRD

http://www1.toronto.ca/wps/portal/contentonly?vgnextoid=aa2f637314522410VgnVCM10000071d60f89RCRD

(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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4. 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.

5. 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 Bidders. There is no obligation to submit a Bid; 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 Bid in the future. INSTRUCTIONS: If you are unable, or do not wish to submit a Proposal on this Request for Proposal, 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.:

Please return completed form by facsimile to 416-397-7779 or by e-mail to [email protected]

NOTICE OF “NO BID”

RFP #: 6709-17-7071 CC

CLOSING DATE: March 1, 2017

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mailto:[email protected]

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RFP No. 6709-17-7071

APPENDIX D- EQUIPMENT PRE-SELECTION TECHNICAL DOCUMENTS

Available on CD, CD can be picked-up by firms who have purchased a copy of the RFP at the Tender Office in City Hall, 100 Queen Street West, 19th Floor West Tower.

D.1 Technical Specifications D.2 Drawings

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RFP No. 6709-17-7071

APPENDIX E – CONSTRUCTION CONTRACT GENERAL CONDITIONS (Reference Documents ONLY) E.1 Construction General Conditions (CCDC2-2008, for Installation Contract ( for

reference only) E.2 Construction Supplementary General Conditions (for Installation Contract (for

reference only)

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RFP No. 6709-17-7071

CCDC 2-2008 is published by the Canadian Construction Documents Committee ("CCDC") and is available for purchase at: http://www.ccdc.org/WhereToBuy/WhereToBuy.html The Successful Bidder shall acquire the necessary copyright seal from CCDC and affix the seal on the cover page of CCDC 2 at the time it executes the CCDC 2 form of agreement. FOR INFORMATION ONLY

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