DISTRICT OF SPARWOOD

REQUEST FOR PROPOSAL NO. 2019-CFS-003

CONSULTING SERVICES SPARWOOD PARKS AND RECREATION MASTER PLAN

Closing Date & Time: Thursday July 25, 2019, 2:00pm (Mountain Time)

Deliver To: Duane Lawrence, Director of Community & Facility Servics

Community & Facility Services Department Telephone: 1(250)425-6821

Email: dlawrence@sparwood.ca

PART I

TERMS OF REFERENCE

1. INTRODUCTION

The District of Sparwood is soliciting proposals from qualified Consultants for an in-depth consultation and planning process that will result in a comprehensive Parks and Recreation Master Plan for the District of Sparwood. The successful proponent will be responsible for undertaking all works related to the investigation, consultation, community engagement and preparation of a Parks and Recreation Master Plan.

Interested firms must demonstrate their ability to achieve a high standard of quality in the provision of consulting services and community engagement related to the development of Parks and Recreation Master Plans. Proposals must include a company profile, outline of staff resources, areas of expertise, project experience and references, insurance coverage and may include resumes of key personnel.

2. PROJECT SCOPE

The District of Sparwood is inviting proposals for the development of a Parks and Recreation Master Plan (the Plan). The purpose of the Plan is to help identify recreation, parks, and facility service priorities through the provision of a comprehensive review and needs assessment. The Plan will help guide Council and Administration in making decisions that best meet the needs of the community. In addition, the Plan will provide guidance on park planning, facility redevelopment, facility expansion, partnership development and the delivery of programs, events and services.

The following documents will assist proponents in understanding Sparwood and the local priorities, additional documents will be made available to successful proponent.

• Livability Study – 2019 • Age Friendly Community Plan – 2016 • Community Sustainability Plan - 2009 • Joint Use Agreement - 2016 • Official Community Plan – 2015 • Heritage Park Plan – 2015 • Leisure Centre Grounds Master Plan – 2013 • Transportation Master Plan – 2010 • Outdoor Facility Review – 2008 • Parks, Recreation & Cultural Master Plan – 1999

3. OBJECTIVES

The primary goal of the project is to develop “a made in, made for Sparwood” Parks and Recreation Plan. It is a priority that there is a high level of community engagement that will allow all members of the community to participate in the development of the Plan.

Through a comprehensive review and consultation process Sparwood requires the following key objectives be met.

a. Create an inspirational vision for the delivery of recreation, parks and facility services that

aligns with Council’s priorities and reflects the varied needs, interests and priorities of the community.

b. Complete an inventory of parks and recreation services, programs, facilities and events, including utilization levels, capacity and sustainability.

c. Provide a high-level assessment of the current state of existing indoor and outdoor facilities, including life expectancy. Identify gaps and provide recommendations for enhancements to existing facilities.

d. Undertake a needs assessment, current and future, to identify gaps and opportunities with respect to parks, trails, recreation facilities, open spaces, community programs, services and events.

e. Provide a detailed assessment of current programs, activities and events provided by the District, volunteer organizations and community organizations.

f. Identify gaps in programs, activity and event delivery, partnership opportunities for the enhancement of and delivery of programs, activities and events.

g. Develop prioritized short, medium and long-term capital improvement plans (10-year period) for investments in existing facilities and new construction. The plan should consider but is not limited to:

i. Indoor sports field; ii. Outdoor recreation lighting; iii. River side park; iv. Community hall; v. Urban trail connectivity and enhancements; and, vi. Winter recreation opportunities.

h. Determine and provide recommendations for investment and provision of services in the

community and to what degree the community is willing to support (financially) the development and operation of new infrastructure.

i. Determine the level of support and recommendations for financial investment in third-party organizations that provide recreation services to the community.

4. CONSULTATION AND ENGAGEMENT

A key priority for the District of Sparwood in the development of the Plan is to ensure there is a high level of community engagement. Proposals must provide a detailed overview of how the community will be engaged. At a minimum, the consultation and engagement process shall include:

a. Separate meetings with Council and Administration to confirm overall project deliverables

and engagement strategy; b. Conduct meetings and/or telephone interviews with each member of Council, Recreation

Department Staff, Director of Operations and Planning, and Director of Finance; c. In-person and/or telephone interviews with up to 20 registered community members; d. Provide updates, in person or through the project manager, at specified Committee of the

Whole meetings; and, e. Engage local user groups, community stakeholders, business, youth, service clubs, and the

public at-large. f. Proponents should include an outline of additional methods to be utilized for community

outreach and engagement. Options for consideration may include:

• Open houses • Interviews • Round tables • Community forums • Social media forums • Workshops

• Surveys

• Web page • Print media advertisements

• Radio announcements • Presentations to Council • Presentations to the community

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To ensure a full understanding of the community’s facilities and allow the consultant to engage fully with the community, Sparwood requires all proponents to plan for a minimum of a 5-consecutive business day stay in the community to undertake a thorough examination of District facilities and meet with community members.

5. TIMELINE

Proponents should provide a provisional timeline within their submission. The primary goal of the Plan development process is that the final Plan is fully supported and representative of the community and Councils priorities. Proposals must include sufficient time to ensure the level of engagement is appropriate to achieve the highest level of engagement possible. Proponents should consider the primary consultation and engagement windows of October – November and January through May, within their proposed timelines. The months of December, June, July & August have traditionally seen low levels of engagement in Sparwood and are not recommended for consultation and engagement work.

6. DELIVERABLES

Proponents must include the following key deliverables within the Plan.

6.1. EXISTING FACILITIES

Sparwood requires the successful proponent to provide a general overview of Sparwoods current recreation facilities (indoor, outdoor, sports fields, parks and trails), condition and community perception of facilities. Areas of review should include, but are not limited to:

a. General assessment of current recreation facilities, including condition and usage level; b. Review current capacity of recreation infrastructure; c. Sustainability assessments of existing facilities: d. Gap analysis of current recreation infrastructure; e. Enhancement opportunities for existing recreation infrastructure; f. Prioritized short and long-term capital improvements for upgrades to existing facilities; and, g. Recommendations to maximize facility use, lifespan and required investments and

partnerships opportunities.

6.2. PROGRAMS & EVENTS

The District requires the proponent to review and provide recommendations regarding programs, events and activities available to the community. Areas of review should include, but are not limited to:

a. Environmental scan of existing programs, events, activities and initiatives; b. Assessment of the current mix of programs, services, and events (public, private and not-

for-profit) available to residents are balanced, accessible, and appropriately addresses the current and future needs of both residents and visitors to the community;

c. Availability of private or not-for-profit run community recreation programs; d. Opportunities for the integration of a healthy, active living model to existing and future

programs; e. Recommendations for expanding or curtailing events, programming, services, and facilities

in areas such as: children, youth, adults, seniors, lower income, community engagement, special needs, direct programming, and facility allocation;

f. Provide recommendations for programming options; g. Develop goals and objectives for the provision of facilities as they reflect programs and

services for the short, mid, and long term;

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h. Recommendations for mitigating the impact of shift work in the community on program delivery; and,

i. Assess community strengths, weaknesses, opportunities and threats to all identified areas impacting recreation services.

6.3. COMMUNITY PRIORITIES

Upon completion of the community engagement and assessment of the current status of Sparwood Parks and Recreation services, Sparwood requires detailed recommendations related to community priorities. Areas of review should include, but are not limited to:

a. Programs and events; b. Existing facilities; c. Parks & trails; and, d. New facilities.

6.4. NEW FACILITIES AND PROJECTS

Through previous engagement in the community, several items have been identified as possible priorities for investment: an indoor sports field, new community hall, outdoor facility lighting, urban connective trail beautification and enhancement and the development of a new river side park. The District requires proponents to determine:

a. The level of general support in the community for each project; b. How much are community members willing to invest in each project; c. How much are community members willing to invest in ongoing operations of new

facilities; d. Assessment of the community’s ability to maintain and sustain the proposed facilities; e. High level assessment and business case for each project; and, f. Identify any other major construction projects that are a priority of the community.

6.5. PRIVATE AND NOT-FOR-PROFIT RECREATION

Sparwood receives ongoing requests for financial support from private and not-for-profit organizations that provide recreation services in the community. Sparwood requires proponents to assess and provide recommendations on the following:

a. To what degree does the community support the District providing periodic and/or

ongoing financial assistance to private and not-for-profit recreation providers; and, b. If financial assistance is supported in the community, what types of recreation

organizations does the community find value in funding.

In addition to determining the above, the District requires the proponent to:

c. Review and provide an evaluation of current partnerships between the District and private and not-for profit recreation organizations; and,

d. Identify partnership opportunities with private and not-for profit recreation organizations.

6.6. PROMOTION AND ADVERTISING

Sparwood requires a review and assessment of how we communicate recreation opportunities and events. The proponent shall provide the following:

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a. An assessment of how Sparwood communicates its recreation programs and events to the

community; b. Determine opportunities for increasing the effectiveness of our communications; and, c. Recommendations to increase Sparwood’s reach into the community.

6.7. OTHER

In addition to an assessment and recommendations related to programs, events and facilities the District requires the proponent to identify:

a. The extent to which recreation services (programs and facilities) outside the community are utilized by Sparwood residents;

b. The extent to which neighboring communities utilize Sparwood recreation services; c. How accessible Sparwoods facilities and programs are for individuals with disabilities; d. Opportunities and recommendations to engage isolated populations; e. Recommendations on how to effectively engage shift workers in parks and recreation

opportunities; and, f. General strengths and weaknesses of Sparwoods recreation and leisure services.

7. PROJECT BUDGET

The District of Sparwood has established a maximum budget of $85,000, exclusive of applicable taxes, to complete the project. The proponents bid shall contain a maximum price for the completion of work. Prices shall be firm and fixed and will not be exceeded unless approved in writing in advance by the District.

8. SUBMISSION FORMAT AND DELIVERABLES

Please include descriptions and references that support the proponent’s capabilities in providing consulting services by covering the following categories in 20 pages or less, not including appended materials such as full project descriptions, resumes and legal documentation.

Cover Letter

• Cover letter (1-page) containing company name, contact name, address, phone number and email address are the minimum requirements, and which branch of the company the primary contact is located at.

General Information

• Description of firm and sub-consultants (if any) • Legal company/organization name • List of applicable licenses

Relevant Experience

• Firm’s overall reputation, service capabilities and end-product quality as it relates to this RFP. • Describe the Firm’s ability and success at engaging communities as it relates to this RFP. • List and describe comparable experience with similar projects.

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• List and describe comparable professional services provided by the firm, or project work, that is currently in progress; including the firm’s role. For each assignment, include contract value, (original value plus scope changes), owner, location, contact name and title, telephone number and email address

• A minimum of three (3) references from other agencies and owners. The references should be for the above listed assignments.

• Firm’s capacity and intent to proceed without delay if selected.

Community Consultation

• Provide a detailed description of the proponent’s consultation and community engagement approach.

• Describe systems and processes that will be used in the consultation and engagement process. • Describe the proponents’ effectiveness in gathering required information from a community. • Describe experiences or methods that confirm the quality of gathered information. • This category should include a Sample Consultation and Engagement Plan for the development of

a Parks and Recreation Master Plan including methodology and schedule to highlight the proponent’s unique approach to community consultation and engagement.

• The proponent should include, within this section, the duration of days, consecutive and individual, that the consultation team shall be in Sparwood and the team’s composition.

Accuracy and Effectiveness

• Describe the proponents’ experience and methodology for assessing recreation infrastructure. • Describe the proponents’ experience in determining sustainability of infrastructure and program

delivery. • This category should include an outline of the proponents’ methodology, experience and process

for accurately assessing a community’s program delivery effectiveness and community engagement.

• Describe the proponents’ methodology and processes for ensuring information gathered accurately reflects the community’s intent.

Core Team Experience and Qualifications

• Describe each core team member’s position within the firm. Provide resumes of each proposed core team member. List professional credentials and affiliations.

• Identify core team’s leader. A single point of contact is required for this assignment. • Briefly describe each core team member’s roles and responsibilities. • Provide core team’s experience working together on similar types of assignments or projects. • Identify core team member’s capacity (percent of time) available over the next year or that can be

made available to service the District over the next year. • Identify hourly rates for core team members for duration of this contract (2019) in a fee schedule. • Identify proposed sub-consultants, if any.

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PART II

INSTRUCTIONS TO PROPONENTS

1. SUBMISSION OF PROPOSALS

An electronic submission of the proposal in .pdf format will only be accepted to dlawrence@sparwood.ca no later than 2:00pm mountain time, Thursday July 25, 2019 (the RFP Closing Date). Any other form of proposal submission (hard copy, etc) will be unopened and not considered for submission.

The email subject line shall read:

“Consulting Services – Sparwood Parks and Recreation Master Plan”

It is the sole responsibility of the Proponent to ensure that their proposal is received by the District within the proper time allocation. Late responses will be rejected by the District of Sparwood. All proposals must be signed by an authorized representative of the Proponent.

Submission of a proposal indicates acceptance by the Proponent of the conditions in the RFP, unless clearly and specifically noted in the proposal submitted.

2. ENQUIRIES AND ADDENDA

Questions will not be accepted within 2 business days of the RFP Closing Date and Time. Questions are to be submitted in writing by quoting the RFP name, number an contact person below, and sent by email to:

Duane Lawrence, Director of Community & Facility Services District of Sparwood dlawrence@sparwood.ca

Any oral communications will be considered unofficial and non-binding to the District. Proponents should rely only on written statements issues by the contact person listed above. Addendums to the RFP shall be made available on BC Bid only.

3. NOT A TENDER CALL

This RFP is not a tender call, and the submission of any response to this RFP does not create a tender process. This RFP is not an invitation for an offer to contract, and it is not an offer to contract made by the District. Proposals will not be opened in public.

The District will not have any legal duty or obligation to anyone in connection with this RFP except under a performance Contract, if any, created by the parties according to the process described in this RFP. The District is under no obligation to enter into any contract or other agreement with anyone in connection with this RFP and proposals received. All evaluation criteria and other evaluation related processes in this document are non-binding guidelines only, notwithstanding any obligatory language used herein.

This RFP is a mere invitation to treat; it is a solicitation to vendors to come forward with competing offers regarding a Contract, and/or to compete for an opportunity to negotiate a Contract. This RFP itself does not constitute an offer in relation to the formation of any contract, including any bid contract, preliminary contract, collateral contract, or “contract A”. No agreement of any kind (express or implied), including any contract A or implied terms (including any implied duty of fairness), should result upon submission of a proposal (whether or not such proposal is Non-Compliant). Nevertheless, proposals submitted to the

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District containing signature pages signed by Proponents in relation to the formation of a performance contract are offers capable of acceptance by the District (whether or not the proposal is Non-Compliant), with or without negotiations, in order to form one or more performance Contracts, as described in section 25 and elsewhere in this RFP. The District reserves the sole and exclusive right to accept a non-compliant proposal, despite any failure to comply with a mandatory term of this RFP. The District will not have any legal duty or obligation to anyone in connection with this RFP except under a performance Contract, if any, created by the parties according to the process described in this RFP. The District is under no obligation to into any contract or other agreement with anyone in connection with his RFP and proposals received. All evaluation criteria and other evaluation related processes in this document are non-binding guidelines only, notwithstanding any obligatory language used herein. Thus, the evaluation process under this RFP is structured to be flexible and forgiving. This flexible and forgiving process is a fair and transparent one, because Proponents are made aware of the nature of the process in advance, and because all Proponents stand to benefit from its flexible and forgiving nature from the outset. Competition and value-for-money are enhanced, because attractive Proposals need not be disqualified. The sole remedy for any Proponent who finds the nature of this RFP unacceptable is to refrain from submitting a proposal.

4. NO OBLIGATION TO PROCEED

a) Though the District fully intends at this time to proceed through the RFP process in order to select the goods or services, the District is under no obligation to proceed to the purchase, or any other stage. The receipt by the District of any information (including any submissions, ideas, plans, drawings, models or other materials communicated or exhibited by any intended Proponent, or on hits behalf) shall not impose any obligations on the District. There is no guarantee by the District, its officers, employees or agents, that the process initiated by the issuance of this RFP will continue, or that this RFP process or any RFP process will result in a contract with the District for the purchase of the product, service or project.

b) The District reserves the right to accept or reject all or part of the proposal, however the District is not precluded from negotiating with the successful Proponent to modify its proposal to best suit the needs of the District.

c) The District reserves the right to reject, at the District’s sole discretion, any or all proposals if the proposal is incomplete, obscure, irregular or unrealistic.

d) A proposal may be rejected based on the Proponents past performance, financial capabilities completion schedule and non-compliance with Federal, Provincial and Municipal legislation.

e) The District reserves the right to accept or reject a proposal where only one proposal is received.

5. COST OF PREPARATION

Any cost incurred by the Proponent in the preparation of the proposal will be solely at the expense of the Proponent.

6. CONFIDENTIALITY AND FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT

The proposal should clearly identify any information that is considered to be confidential or proprietary information (the “Confidential Information”). However, the District is subject to the Freedom of Information and Protection of Privacy Act. As a result, while the Act offers some protection for third party business interests, the District can’t guarantee that any Confidential Information provided to the District can be held in confidence if a request for access is made under the Freedom of Information and Protection of Privacy Act.

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7. IRREVOCABILITY OF PROPOSALS

By submission of a written request, the Proponent may amend or withdraw its proposal prior to the closing date and time. Upon closing time, all proposals become irrevocable and are valid for a minimum of 60 days. By submission of a proposal the Proponent agrees should the proposal be successful, the Proponent will enter into a contract with the District. Prices will be firm for the entire contract period, unless otherwise agreed to by both parties.

8. ALTERNATE PROPOSALS

If an alternate solution is offered, the information shall be submitted in the format requested as a separate proposal.

9. PRICING

Prices are to be quoted in Canadian funds with the Goods and Services Tax (GST) shown as a separate line item. Prices must be quoted inclusive of all shipping, duty and other applicable costs F.O.B. the location indicated in the RFP.

10. SUB-CONTRACTING

Under no circumstances may the provision of goods or services, or any part thereof be sub-contracted, transferred, or assigned to another company, person, or other without the prior written approval of the District.

11. LIMITATION OF DAMAGES

The Proponent, by submitting a proposal, waives any claim for loss of profits if no contract is made with the Proponent. By submitting a proposal, the Proponent agrees to all terms and conditions of this RFP. Proponents who have obtained the RFP electronically must not alter any portion of the document, with the exception of adding the information requested. To do so will invalidate the proposal. The Proponent is responsible to ensure that they have obtained and considered all information necessary to understand the requirements of the RFP and to prepare and submit their proposal.

12. CANCELLATION OF RFP

The District reserves the right to cancel this RFP at any time.

13. ACCURACY OF INFORMATION

The District makes no representation or warranty, either express or implied, with respect to the accuracy or completeness of any information contained or referred to in this RFP.

14. CANCELLATION OF CONTRACT

The District reserves the right to terminate the Contract, at its sole and absolute discretion, on giving 30 days written notice to the successful Proponent of such termination and the successful Proponent will have no rights or claims against the District with respect to such termination. Cancellation would not, in any manner whatsoever, limit the District’s right to bring action against the successful Proponent for damages for breach of contract.

15. DEFAULT

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a) The District may, by notice of default to the Contractor, terminate the whole or any part of this Contract if the Contractor fails to make delivery of the Services within the time specified, or to perform any other provisions of this Contract.

b) In the event the District terminates this Contract in whole or in part as provided in clause 15(a), the District may procure goods or services similar to those so terminated, and the Contractor shall be liable to the District for any excess costs for such similar goods or services.

c) The Contractor shall not be liable for any excess costs under clause 15(b) if failure to perform the Contract arises by reason of Force Majeure or acts of the District.

16. MISREPRESENTATION OR SOLICITATION

If any director, officer or employee or agent of a Proponent makes any representation or solicitation to any Councillor, officer, employee or agent of the District of Sparwood with respect to the RFP, whether before or after the submission of the proposal, the District shall be entitled to reject or not accept the proposal.

17. BUSINESS LICENSE AND PERMITS

The successful Proponent shall be responsible for acquiring and payment for all required licenses, permits and approvals from authorities having jurisdiction, for the performance of the work.

The successful Proponent shall be responsible to acquire and maintain a valid District of Sparwood Business License for the term of the Contract if the successful Proponent is to conduct work on District property.

18. PAYMENT TERMS

The successful Proponent shall invoice the District in an acceptable format and will be paid as per the District’s standard payment terms, net 30 days from date of invoice. The District of Sparwood shall not pre-pay for any goods, or services for any period, unless agreed to in writing by the District.

19. APPLICABLE LAWS AND AGREEMENTS

This RFP is subject to the terms and conditions of the Agreement for Internal Trade, Mash Annex 502.4 and the Trade, Investment and Labour Mobility Agreement, and the New West Partnership Agreement, all inter-provincial trade agreements.

The laws of the Province of B.C. shall govern this request for proposal and any subsequent Contract resulting from the proposal.

20. INSURANCE

As a minimum, the successful Proponent shall procure and maintain through the term of the Contract, at its own expense and cost, the following insurance policies:

a) Professional Liability Insurance policy covering errors and omissions with coverage of not less than $2,000,000 per claim and a minimum $5,000,000 aggregate per year.

b) Commercial General Liability Insurance in an inclusive amount of not less than $5,000,000 for each occurrence or accident. Minimum coverage must include Personal Injury, Contractual Liability, Non-Owned Automobile Liability, Products/Completed Operations, Contingent

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Employers Liability, Cross Liability and Severability of Interest, District of Sparwood named as an additional insured and a 30 day written notice of insurance cancellation clause.

c) Motor Vehicle Insurance including Bodily Injury and Property Damage in an inclusive amount of not less than $2,000,000 per accident per licensed motor vehicle used to carry out the work.

d) Proof of WorkSafe BC registration, including proof of up to date assessment payments in the form of a WorkSafe BC Certificate of Compliance letter.

21. OWNERSHIP OF MATERIAL AND COPYRIGHT

a) Any drawings, audio-visual materials, plans, models, designs, specifications, software, reports and other similar documents or products produced by the Consultant for the benefit of the District as a result of the provision of the Services (the “Material”) may be used by the District as part of its operations associated with the Materials provided.

b) All Material shall be transferred and delivered by the Consultant to the District following the expiration or sooner termination of this Agreement, provided that the District may, at any time or times prior to the expiration or sooner termination of this Agreement, give written notice to the Consultant requesting delivery by the Consultant to the District of all or any part of the Material in which event the Consultant shall forthwith comply with such request. All materials created electronically must be provided in electronic format, in a format and in a medium acceptable to the District.

c) The Consultant agrees that the District will own all of the Material and the Consultant irrevocably assigns to the District all of the Consultant’s title in the Material. The Consultant retains ownership of the “Embedded IP”. The Material does not include intellectual property or confidential information that is proprietary to the Consultant and (a) used by the Consultant to prepare, produce or supply the Material, or (b) that is otherwise embedded within the Material (“Embedded IP”).

d) The Consultant hereby represents and warrants that any portion of the Material produced by the Consultant will not infringe any patent or copyright or any other industrial or intellectual property rights including trade secrets.

22. REFERENCES

The Proponent shall provide a minimum three (3) references for similar work detailed in the Terms of Reference.

23. CORPORATE CLIMATE ACTION STRATEGY REQUIREMENTS

a) The Government of BC Greenhouse Gas (GHG) Reporting Regulation (November 2009), mandates municipal facilities to report GHG emissions by facility and in addition, report GHG emissions by Contractors hired for new contracts and contract renewals. The District of Sparwood have prepared a GHG emissions guide and format for ease of use to report GHG emissions on behalf of the District.

b) The District requires the management of its assets in an environmentally sound manner and integrates environmental factors into planning and decision making. The intent is to conserve natural resources and to minimize negative impacts on the environment, while retaining optimal product or service performance. To that end, evaluation of proposals for the delivery of products

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and services to the District may consider environmental performance as one of the evaluation criteria.

24. EVALUATION PROCESS AND CRITERIA

a) An evaluation committee made up of District staff will be reviewing proposal submissions. The District reserves the right to accept any or none of the proposals submitted and will evaluate proposals based on best value and not necessarily the lowest cost.

b) Notwithstanding any custom or trade practice to the contrary, the District reserves the right to, at its sole discretion and according to its own judgement of its best interest to waive any defect in a proposal and accept that proposal.

c) The District reserves the right to award the contract to other than the lowest cost Proponent.

d) Award of any contract resulting from this RFP may be subject to District of Sparwood Council approval, and budget considerations.

e) The Proponent’s proposals will be evaluated using the following guidelines. The proponent receiving the highest score will not necessarily be invited to enter into a contract:

• Accuracy and Effectiveness – 15% • Consultation & Engagement Process – 25% • Core Team Experience & Qualifications – 15% • Fee for Services – 15% • Quality of Submission – 5% • References – 10% • Relevant Experience – 15%

25. AGREEMENT

a) The successful proponent will be required to enter into an agreement with the District, utilizing the District’s agreement format, see attached.

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RFP 2019-CFS-XXX

AGREEMENT

THIS AGREEMENT made the XXX day of XXX, 2019

BETWEEN

DISTRICT OF SPARWOOD P.O. Box 520 136 Spruce Avenue Sparwood, British Columbia V0B 2G0

(hereinafter referred to as the “District”)

AND

CONSULTANT

(hereinafter referred to as the “Consultant”)

WHEREAS:

A. The District requested proposals for preparation of XXXX for the District of Sparwood;

B. The Consultant provided a proposal to the District to develop XXXX for the District of Sparwood, acceptable to the District;

NOW THEREFORE THIS AGREEMENT WITNESSES that for an in consideration of the mutual promises, covenants and agreements as hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows:

1. THE WORK

1.1. The Consultant shall prepare XXXX in accordance with the Consultant’s “Proposal for XXX” dated XXXXXXX XX, 2019 (the “Proposal”), a copy of which is attached hereto as Schedule “A” and is incorporated into and forms part of this Agreement (the “Work”). In the event that the District requests the Consultant perform additional work (the “Additional Work”), such Additional Work shall only be undertaken by the Consultant upon the District and the Consultant entering into an addendum to this Agreement, specifying the scope of the Additional Work, costs of the Additional Work, timing for completion of the Additional Work, and terms of payment for the Additional Work. All other terms of this Agreement shall apply, mutatis mutanda, to the Additional Work.

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1.2. The Consultant shall carry out the Work and shall deliver to the District the Work as detailed in the Proposal on or before XXXXXXXXXXX, or such other time as may be mutually agreed by the District and the Consultant.

1.3. The District shall reasonably co-operate with the Consultant in provision of information, data and documentation in the possession of the District, which is not protected from disclosure pursuant to the Freedom of Information and Privacy Act or is otherwise of a confidential nature, in order to assist the Consultant in carrying out the Work.

2. PAYMENT

2.1. The District shall pay to the Consultant the maximum sum of $XXX to carry out the Work as detailed in XXXX of the Proposal, plus Goods and Services Tax, within 30 days of receipt of an invoice for such work. In no event shall the fees as set out in XXXX be exceeded, without the express written authorization of the District.

2.2. In the event that the Consultant performs work or services not detailed in the proposal, such shall be deemed to be included in the above payment, unless otherwise agreed in writing between the parties. The Consultant agrees to notify the District promptly of any factor, occurrence, or event coming to its attention that may affect the Consultant’s ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in delivery of the deliverables as set out in the Proposal, including, without limitation, any loss or reassignment of key employees, threat of strike, or major equipment failure.

3. STANDARD OF WORK

3.1. The District shall have the sole right to determine if the Work, or any component of the Work, has been satisfactorily completed and in the event that the Work or any component of the Work, is determined by the District to be unsatisfactory, the District shall be entitled to withhold payment from the Consultant of any payment until such Work is satisfactorily completed.

3.2. The Consultant shall perform the Services with the level of care, skill and diligence normally provided by consultants in the performance of comparable services in respect of projects of a similar nature.

4. INDEMNITY AND INSURANCE

4.1. Notwithstanding the provision of insurance coverage by the District, the Consultant hereby agrees to indemnify and save harmless the District, its successor(s), assign(s) and authorized representative(s) and each of them from and against losses, claims, damages, actions, and causes of action, (collectively referred to as “Claims”) that the District may sustain, incur, suffer or be put to at any time either before or after the expiration or termination of this Agreement, that arise out of errors, omissions or negligent acts of the Consultant or its Subconsultant(s), servant(s), agent(s) or employee(s) under this Agreement, excepting always that this Indemnity does not apply to the extent, if any, to which the Claims are caused by errors, omissions or the negligent acts of the District, its other consultant(s), assign(s), and authorized representative(s) or any other persons.

4.2. The Consultant shall provide the following insurance coverages, all such policies to be on a “claims arising” basis:

a) A Professional Liability insurance policy covering errors and omission with coverage of not less than $2,000,000 per claim and a minimum $5,000,000 aggregate per year; and

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b) A Commercial General Liability insurance policy with coverage of not less than $5,000,000 per claim and aggregate per year (hereinafter the CGL policy). The CGL policy shall include liability for Bodily Injury, Property Damage, and Non-Owned Vehicles, including Broad Form products and completed operations, shall name the District as an additional named insured and contain a Cross Liability clause. The CGL policy shall remain in full force and effect at all times during the term of this Agreement; and

c) The insurance policies shall be on the terms satisfactory to the District. Proof of the insurance policies, to the satisfaction of the District, and shall be delivered to the District prior to the commencement of the Work. Such proof shall confirm that the coverage is in effect, identify the District as an additional insured under the CGL policy, describe the type and amount of insurance, list major exclusions and agree to provide the District 30 days’ prior written notice of cancellation of any insurance policy.

The above insurance policies listed shall have the right of subrogation waived as against the District and its respective employees, servants and agents.

Prior to commencement of any Work, the Consultant shall provide the District satisfactory evidence that the insurance required to be provided by the Consultant under this clause is in full force and effect.

The District makes no representation or warranty with respect to the extent or adequacy of the insurance protection afforded by the policies above. It shall be the full responsibility of the Consultant to determine their own additional insurance coverage’s, that are necessary and advisable for its own protection or to fulfill its obligations under this Contract. Any such additional insurance shall be provided and maintained by the Consultant at the Consultant’s own expense.

All policies referred to in this clause shall remain in full force and effect until the work has been completed.

a) The Consultant shall provide satisfactory evidence of registration with the Workers Compensation Board and a clearance letter from Worksafe BC confirming that no assessments or payments are outstanding to Worksafe BC.

b) The Consultant acknowledges and agrees that the District shall not be liable for any loss or damage to any materials or equipment supplied or owned by the Consultant.

5. OWNERSHIP AND RIGHTS

5.1. Except as set forth below, all elements of the Work shall be exclusively owned by the District and shall be considered works created by the District for The District. Except as set forth below and in paragraph 5.2, the District shall itself exclusively own all Canadian and international copyrights and all other intellectual property rights in the Deliverables.

5.2. With the sole exception of any Pre-existing Works identified in section 5.5 hereof, the Consultant agrees to assign, and upon creation of each element of each Deliverable automatically assigns, to the District, its successors and assigns, ownership of all Canadian, United States and international copyrights and all other intellectual property rights in each element of each Deliverable. This assignment shall be operative with respect to all intellectual property and moral rights in and to each element of each Deliverable. This assignment includes, without limitation, any and all rights to secure any renewals for extensions of copyrights in Canada, the United States and elsewhere and transfers to the District any and all rights of action and recovery, if any, possessed by the Consultant for past infringement by others. Furthermore, the Consultant hereby

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waives all moral rights in each element of each Deliverable on behalf of itself its employees, and those of its subcontractors engaged in creation of the Deliverables.

5.3. The Consultant shall obtain from each and every of its employees, agents, and subcontractors involved in creating each element of each Deliverable any agreement or assignment required to confirm ownership rights in the Deliverables in favour of the District as well as evidence to confirm waiver of all moral rights therein.

5.4. From time to time upon the District's request the Consultant and/or its personnel shall confirm such assignments by execution and delivery of such assignments, confirmations of assignments, or other written instruments as the District may request. The District, its successors and assigns shall have the right to obtain and hold in its own name all copyright registrations and other evidence of rights that may be available for the Deliverables and any portions thereof.

5.5. In the event that any portion of any Deliverables, including the entirety thereof constitutes a pre-existing work for which the Consultant cannot grant to the District the rights set forth in paragraphs 5.1 and 5.2 above, the Consultant shall specify:

a) the nature of such pre-existing work;

b) its owner;

c) any restrictions or royalty terms applicable to the Consultant's or the Consultant's use of such pre-existing work or the Consultant's exploitation of the Deliverable as a Derivative Work thereof; and

d) the source of the Consultant's authority to employ the pre-existing work in the preparation of the Deliverable.

5.6. The works set forth above will be referred to as "Pre-existing Works". The only pre-existing works that may be used in the construction of any Deliverable are the Pre-existing Works specified above and any Pre-existing Works that may be approved in writing by the District prior to their use. Further, before initiating the preparation of any Deliverable that contains one or more such Pre-existing Works, the Consultant shall, at the Consultant's sole expense, cause the District, its successors, and assigns, to have and obtain the perpetual. irrevocable, nonexclusive, worldwide, royalty free right and licence to:

a) use, execute, reproduce, display, perform, distribute internally or externally, sell copies of and prepare Derivative Works based upon all Pre-existing Works and Derivative Works thereof and

b) authorize or sublicense others from time to time to do any or all of the foregoing.

5.7. In performing services under this Agreement, the Consultant agrees not to design, develop, or provide to the District any items that infringe one or more patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy or other rights of any person or entity. If the Consultant becomes aware of any such possible infringement in the course of performing any Work hereunder, the Consultant shall immediately so notify the District in writing. The Consultant agrees to indemnify, defend, and hold the District, its Families, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to:

a) the Agreement;

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b) the performance of the Agreement; Or

c) the Deliverables.

This indemnification shall include solicitors' fees and expenses, unless the Consultant defends against the allegations using counsel reasonably acceptable to the District.

6. AGREEMENTS WITH EMPLOYEES

6.1. No individuals or entities other than the Consultant and the Consultant's employees shall undertake any work in connection with this Agreement. The Consultant shall obtain and maintain in effect written agreements with each of its employees who participate in any of the Consultant's work hereunder. Such agreements shall contain terms sufficient for the Consultant to comply with all provisions of the Agreement and to support all grants and assignments of rights and ownership hereunder. Such agreements also shall impose an obligation of confidence on such employees with respect to the District's confidential information.

7. REPRESENTATIONS AND WARRANTIES

The Consultant makes the following representations and warranties for the benefit of the District, as a present and ongoing affirmation of facts in existence at all times when this Agreement is in effect:

7.1. The Consultant represents and warrants that it is under no obligation or restriction, nor will it assume any such obligation or restriction that does or would in any way interfere or conflict with, or that does or would present a conflict of interest concerning, the work to be performed by the Consultant under this Agreement. The Consultant understands that the Consultant is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with the Consultant's obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.

7.2. The Consultant represents and warrants:

a) it is and will be the sole author of all works employed by the Consultant per in preparing any and all Deliverables other than Pre-existing Works;

b) it has and will have full and sufficient right to assign or grant the rights and/or licenses granted in the Deliverables pursuant to this Agreement;

c) all Deliverables other than Pre-existing Works have not been and will not be published under circumstances that would cause a loss of copyright therein; and

d) all Deliverables, including all Pre-existing Works, do not and will not infringe any patents, copyrights, trade marks, or other intellectual property rights (including trade secrets), privacy or similar rights of any person or entity, nor has any claim (whether or not embodied in an action, past or present) of such infringement been threatened or assented, nor is such a claim pending against the Consultant (or, insofar as the Consultant is aware, against any entity from which the Consultant has obtained such rights).

8. DISPUTE RESOLUTION

8.1. The parties will endeavor to resolve any disputes by negotiations however, if a dispute is not resolved by negotiation within 10 days of commencing negotiations, the District and the

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Consultant will forthwith submit the dispute to a mediator who is acceptable to both parties and whose expenses will be shared equally by them. If they cannot agree on a mediator, a mediator will be appointed by the British Columbia International Arbitration Centre.

8.2. If mediation pursuant to paragraph 8.2 does not result in a resolution of the dispute within 10 days of the commencement of mediation, the parties will forthwith submit the dispute to arbitration by a single arbitrator who is acceptable to both parties and whose expenses will be shared equally by them. If they cannot agree on an arbitrator, an arbitrator will be appointed by the British Columbia International Arbitration Centre. The determination of the arbitrator will be conclusive and binding on the parties. The Commercial Arbitration Act of British Columbia or successor legislation will apply to the arbitration

9. TIME OF THE ESSENCE

9.1. Time is of the essence of this Agreement provided that the time for doing or completing any matter provided for in this Agreement may be extended or abridged by an agreement in writing signed by the District and the Consultant.

10. NOTICES

10.1. Any notices to be given under this Agreement shall be given to either the District in writing and mailed to or delivered to the other at the address shown on page 1 of this Agreement.

10.2. Any notice delivered by hand shall be deemed received that day or if by mail shall be deemed to have been received seven (7) calendar days after it has been posted in a pre-paid addressed envelope.

11. ENTIRE AGREEMENT

11.1. This Agreement shall constitute the entire Agreement between the District and the Consultant and there is no representation, warranty, collateral agreement or condition affecting this Agreement other than as expressed in writing in this Agreement.

12. GENERAL MATTERS

12.1. This agreement shall ensure to the benefit of and be binding upon District and the Consultant, their respective heirs, administrators, executors, successors and assigns.

12.2. This Agreement will be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of British Columbia, and shall not be strictly construed either for or against either party.

12.3. No modification of or amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by both of the parties and no waiver of any breach of any term or provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same, and unless otherwise provided, will be limited to the specific breach waived.

12.4. Personal information is collected by the District of Sparwood pursuant to the Local Government Act, the Community Charter and other Provincial Acts and Statutes and District of Sparwood By-Laws for the purpose of administering District operations. Information in this Agreement may routinely be made available to the public under freedom of information legislation.

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12.5. This Agreement may be signed in counterparts and may be transmitted by facsimile or other electronic means and the reproduction of signatures by facsimile or other electronic means will be treated as binding as if originals and such counterparts together shall be but one and the same instrument.

THE DISTRICT OF SPARWOOD

BY:_______________________________ AUTHORIZED SIGNATORY

BY:_______________________________ AUTHORIZED SIGNATORY

CONSULTANT

BY:_______________________________ AUTHORIZED SIGNATORY