request for proposal no. 1926 engineering … rfp document.pdf · request for proposal no. 1926 ....

REQUEST FOR PROPOSAL No. 1926

ENGINEERING CONSULTING SERVICES FOR COLLEGE HEIGHTS WATER SUPPLY & UTILITIES UPGRADES

College Drive Water Supply Main, Reservoir No.6 and Pump Station,

Douglas Place Sanitary & Watermain, and Mount Royal Place Watermain

ISSUED: April 4, 2017

CLOSING LOCATION: Purchasing Department

2020 Labieux Road Nanaimo, BC

V9T 6J9

CLOSING DATE AND TIME: Proposals must be received at the Purchasing Department prior to:

3:00 PM (15:00 hrs) Pacific Time on May 2, 2017

CITY CONTACT: Purchasing Manager

Email: [email protected]

Non-Mandatory Information Site Meeting: A non-mandatory pre-bid information site meeting will be held at

1:00 p.m., April 12, 2017 convening at the site located at Reservoir No.6/Pump Station Site

(located off of Langara Drive), Nanaimo, to view the site and ask any questions regarding the proposed work.

Deadline for question is five (5) business days before the established close date.

Proposals will not be opened publicly

mailto:[email protected]

2

College Heights, Water Supply and Utilities Upgrades Request for Proposal 1926

Table of Contents 1.0 Introduction ............................................................................................................ 4

2.0 Project Information ................................................................................................. 5

2.1 Project Overview .......................................................................................................................... 5

2.2 Water Supply System .................................................................................................................... 5

2.3 Sanitary and Water Distribution Utilities ..................................................................................... 9

2.4 General Services and Deliverables .................................................................................................... 15

2.5 Schedules .......................................................................................................................................... 16

2.6 Budget ............................................................................................................................................... 16

2.7 Support Information ......................................................................................................................... 16

3.0 Pre-Bid Meeting ................................................................................................... 18

3.1 Non-Mandatory Information Site Meeting ................................................................................ 18

4.0 Instructions to Proponents ................................................................................... 20

4.1 Closing Date/Time/Location/Submission Formats ..................................................................... 20

4.2 Communications and Enquiries .................................................................................................. 21

4.3 Deadline Extension ..................................................................................................................... 21

4.4 Amendment to Proposals ........................................................................................................... 21

4.5 Addenda ...................................................................................................................................... 21

4.6 Examination of Contract Documents and Site ............................................................................ 21

4.7 Withdrawal of Proposals ............................................................................................................ 22

4.8 Ownership of Proposals .............................................................................................................. 22

5.0 Proposal Submission Form and Contents ............................................................ 23

5.1 Package .......................................................................................... Error! Bookmark not defined.

5.2 Proposal Submission .................................................................................................................. 23

6.0 Evaluation and Selection ..................................................................................... 24

6.1 Evaluation Team ......................................................................................................................... 24

6.2 Evaluation Criteria ...................................................................................................................... 24

6.3 Negotiation, Clarification, and Reference Review ...................................................................... 24

7.0 General Terms and Conditions ............................................................................ 25

7.1 Right of the City to Cancel the RFP Process ................................................................................ 25

7.2 Acceptance and Rejection of Proposals ..................................................................................... 25

3


7.3 No Claim for Compensation........................................................................................................ 25

7.4 No Contract ................................................................................................................................. 25

7.5 Conflict of Interest ...................................................................................................................... 26

7.6 Gifts and Donations .................................................................................................................... 26

7.7 Business Licence ......................................................................................................................... 26

7.8 Solicitation of Council Members and City Staff .......................................................................... 26

7.9 Confidentiality and Freedom of Information ............................................................................. 26

7.10 Consulting Services Agreement .................................................................................................. 27

7.11 Sub-Consulting ............................................................................................................................ 27

7.12 Insurance .................................................................................................................................... 27

7.13 Safety .......................................................................................................................................... 28

7.14 Consultant is “Prime Contractor” ............................................................................................... 29

7.15 Governing Law ............................................................................................................................ 29

7.16 Minimum Rate of Pay ................................................................................................................. 29

7.17 Litigation Clause .......................................................................................................................... 29

Schedule A - Proposed Purchase Contract Schedule B – Prime Contractor Agreement


1.0 Introduction

The City wishes to retain the services of an engineering consultant to provide professional engineering services to evaluate, design, and provide construction administration for the College Heights water supply system and utilities upgrade. Water supply upgrades will consist of replacement of 785m of 250mm diameter watermain along College Drive, and improvement of the Reservoir No.6, Pump Station and associated piping. The work is part of the City’s Long Range Capital Improvements for water supply of Zones 9, 11, and 12. The upgrades are intended to improve system reliability, increase capacity to support growth and fire flow, and reduce maintenance. Several other utilities were also identified in the City’s Plan, included sanitary sewer and water distribution mains along Douglas Place (30m of 200mm diameter sanitary sewer and 40m of 100mm water main) and a watermain along Mount Royal Place (40m of 100mm diameter). The upgrades will improve the current level of service to residents by reducing the risk of pipe failure of older Asbestos Cement pipes. A selection committee will evaluate the submissions and select the highest ranked consultant to enter into negotiations to finalize the project scope of work, schedule, budget, fees and other contractual terms. If negotiations with the highest ranked consultant are not successful, the City will invite the second-ranked firm to negotiate, and so on, until a contract is concluded. The intent is to select the most qualified consultant that brings experience, expertise, value, capacity, and vision to the project in the early stage and throughout the project.


2.0 Project Information

2.1 Project Overview The project area is located on the southwest side of the City in the area known as College Heights. Area development began in the era of 1975 consisting mainly of residential homes. Several infrastructures, at the time, were constructed including reservoir, booster pump station, water supply main, sanitary and water distribution network. The neighbourhood has since seen additional development while the existing infrastructures are diminishing in capacity and condition. The following section describes the water supply system and utilities upgrade needs to maintain and achieve the level of service and growth for the College Heights area.

2.2 Water Supply System The City of Nanaimo’s Long Range Capital Plan Improvements for water supply, have identified several improvements needed for the College Heights area. The improvements are required due to existing system unreliability, diminishing condition, and inadequate capacity to continue supporting growth and fire flow. The work includes:

i. 785m of 250mm restrained water supply main and services replacement along College Drive (College Reservoirs to Camosun Drive);

ii. Pump Station upgrade or replacement; and iii. Reservoir duplication or replacement.

Refer to Figure 1 for the study area.

College Drive Water Supply Main The College Drive watermain was constructed in 1975 (42 years) of asbestos cement (AC) pipe. This watermain serves dual purposes: transmission and distribution. It conveys water from the College Reservoirs (No. 3) to Reservoir No. 6; there are approximately 32 services that connect directly to this main line.

CH

AM

CA

RIB

OO

DR

ROXBORO PL

OKANAGAN PL

COLLEGE DR

COLLEGE DR

WE

SS

EX

LN

CONC

OR

DIA

PL

KA

ZC

OU

RT

MO

NT

CLA

IRD

R

COLLE

GE

DR

CA

MR

OS

E P

L

THALIA PL

TR

INIT

YD

R

CAMOSUN DR

AD

DE

RLY

RD

COLLEG

ED

R

SELKIRK DR

TRALEE RD

BLACK DIAMOND DRC

AL

DE

R R

D

NANAIMOPARKW

AY

=

==

Upgrade Pump Station & Reservoir No.6

College DrPump Stations & Reservoirs

Upgrade Watermain & Services785m - 250mmDiafrom College Reservoirs to Camosun Dr.

Pump Station Zone(Zone 9)

Reservoir No.6 Zone(Zone 11)

Watermains Recently Constructed, 2016

Upgrade Watermains70m - 200mmDia (Pumped)70m - 300mmDia (Supply)Reservoir No.6 to Langara Dr

Upgrade Drain PipeReservoir to Langara Dr

To be included in Zone 9

Pump Station Zone 9

Expansion

100 0 10050 Meters

q

FIGURE 1 - WATER SUPPLY UPGRADES

hcao

Text Box

6

7


A break in the line or, if the pipe is temporary taken off line, would cause service disruptions not only to the ones with direct connections, but potentially to the adjacent lateral areas as well. There are several loops in the system that could be used to assist with isolation or shut down during construction. However, it is important to understand the system constraints and ensuring that it could achieve the required fire flow. Other constraints that may arise include topography and geotechnical (bedrock) features. The work required for this location will include replacing the existing watermain, services, and water meters to property line. Pipe sections along Langara Drive and Camosun Drive have recently been constructed as part of the adjacent development. However, the pipes between Reservoir No. 6 and Langara Drive (reservoir supply, pumped main, and drain line) have not been updated and require upgrading. Refer to Figure 1 for details of the work.

Reservoir No. 6 and Pump Station Reservoir No. 6 was constructed in 1978 (39 years) as part of the area development. It is a concrete structure with a volume of 750 m3, approximately 10m in diameter and 9.45m in height. The top water elevation (TWL) is at elevation 241m and also positioned at the highest elevation of the lot. It provides service to Zones 11 and 9 (via booster pumps). It also services a portion of Zone 12 via PRV stations. The service zones consist of a variety of land uses from residential, parkland, and commercial but primarily of single family residential homes. Previous studies indicated that the reservoir has inadequate storage volume to provide peak hour balancing storage and fire flow. Following from this, College Park Pump Station was then upgraded (2010) to increase supply capacity and supplement fire flow in conjuction with Reservoir No.6. The design or concept also utilized the existing diesel pump (1) at College Park Pump Station and will rely on improved storage at Reservoir No.6 as well. It is critical to understand how the system works or influences one another under various scenarios.

In addition, the reservoir had significant leakage and had gone through major upgrades including installation of a waterproof liner, injection of polyurethane at the wall slab base joints, and seismic upgrade since it was constructed. It is nearing the end of its service life.

The pump station is located directly downstream of the reservoir consisting of a concrete block structure of approximately 2.7m wide by 3.0 m long and completed with two Grundfos pumps (5 hp), controls, and electrical panel. The building only has enough room for plumbing of 2-50mmØ pipes for pumps and 1-150mmØ bypass pipe for fire flow for the high zone. The electrical and control panels were

8


fastened to the building wall. As shown in the below photos, the building has limited space for expansion.

The Reservoir No. 6 and Pump Station are situated on a City owned lot; it is one of the area’s highest elevations. The upgrades will be sited on the same lot to utilize the hydraulic grade line. A portion of the lot is leased to Shaw Cable for a communications tower and is not available for site work.

The subject property consists of moderate to steep terrain with average grades ranging from 13% at the site entrance to 45% on the south side. Elevation ranges from 230m at the southeast to about 224m at the northeast end of the site (site access driveway). Site topography, geotechnical constraints, and aesthetic appearances may limit and pose challenges for additional or multiple facilities.

Pump Station (Pump, Piping, Electrical, Control, & Communication Panels)

Pump Station

Reservoir

Shaw Communication Tower

9


The objectives of the Reservoir No. 6 and Pump Station improvements are to identify the existing and future needs and determine the optimal solution that provides and meets the service requirements in a sustainable and economical manner. Assessments are required to evaluate the infrastructure’s condition and capacity, and identify options for the upgrades including type (concrete vs. steel) and number of facilities required, associated risks, and construction phasing including temporary services. The City would like to consider options for:

i. Duplicating the existing reservoir and improving the booster station; ii. Replacing the existing reservoir with one of adequate capacity and

replacing the existing booster station; and iii. Some combination of the above.

The assessments and recommendations are to be summarized in a Pre-Design Brief including Class C cost estimates.

2.3 Sanitary and Water Distribution Utilities The Long Range Capital Plan for sanitary and water distribution, have identified several pipes upgrades along Douglas Place and Mount Royal Place (Figure 2). The proposed upgrades are required due to risk associated with deteriorating Asbestos Cement pipe (aging pipe network) which could lead to breaks and service disruptions. A detailed description is discussed below and refers to Figures 2a to 2c for preliminary design concept. The work includes:

i. 40m of 100mm watermain replacement along Douglas Place; ii. 30m of 200mm sanitary sewer extension along Douglas Place; and iii. 40m of 100mm watermain replacement along Mount Royal Place.

Douglas Place Utilities The College Drive sanitary sewers and watermains were constructed in 1975 (42 years) as part of the area development at that time. The 250mm AC watermain is located on the west side of the road and branches off of the 150mm main on Camosun Drive. At Douglas Place it is reduced down to 100mm to improve water quality for the four homes serviced. Due to the potential for thin walls and cement leaching from the AC pipe, replacement of the watermain is required. Fire flow is provided at the nearest hydrant on Camosun Drive. The work will consist of upgrading the existing water main to PVC and replacing the services and meter boxes to property line.

Sanitary service to the four homes is currently provided through individual pumping systems; each of the system consists of between 42 to 53m of 50mm diameter forcemain that pumps to the gravity system on Camosun Drive. As it is difficult to access and service these lines, the City would like to install a gravity sewer on Douglas Place with a manhole near the end of the cul-de-sac for the

10


individual pump systems to discharge to. Refer to Figure 2b for proposal of the upgrade. The consultant is required to verify the existing pumps capacity and ensure that it could achieve this concept.

Mount Royal Place Utility The Mount Royal Place watermain was constructed in 1979 using asbestos cement pipe. Similar to the Douglas Place watermain, it was reduced to 100mm diameter to service six homes. Due to the potential for thin walls and cement leaching from the AC pipe, replacement of the watermain is required. The work required for this location will include upgrading the existing watermain to PVC and replacing the services and water meters to property line.

==

CA

RIB

OO

DR

ROXBORO PL

OKANAG

AN PL

CO

NC

OR

DIA

PL

MO

NTC

LA

IR D

R

THALIA PL

TR

INIT

Y D

R

CAM

OSU

N D

R

CO

LLEG

E D

R

SELKIRK DR

TRALEE RD

Upgrade Watermain & Services40m - 100mmDiaMount Royal Place

Upgrade Sanitary and Watermainc/w Services30m - 200mmDia Sanitary40m - 100mmDia WatermainDouglas Place

60 0 6030 Meters

q

FIGURE 2 - SANITARY & WATER UTILITIES UPGRADES

Legend

Sanitary Mains

Water Mains

hcao

Text Box

11

S

S

S

S

S

S

S

S

S

S

S

S

S

D

O

U

G

L

A

S

P

L

CA

M

OS

UN

DR

D

W

W

W

W

W

W

W

W

W

W

W

W

W

3

7

0

C

A

M

O

S

U

N

D

R

388 C

AM

O

SU

N

D

R

3

8

7

D

O

U

G

L

A

S

P

L

395 C

AM

OS

UN

D

R

3

9

1

D

O

U

G

L

A

S

P

L

3

7

5

D

O

U

G

L

A

S

P

L

3

7

9

D

O

U

G

L

A

S

P

L

3

8

3

D

O

U

G

L

A

S

P

L

382 C

AM

O

SU

N

D

R

3

7

6

C

A

M

O

S

U

N

D

R

1155 SELKIRK DR

1159 S

E

LK

IR

K

D

R

1

1

4

9

S

E

L

K

I

R

K

D

R

CONNECT TO EXISTING 150Ø MAIN

ON CAMOSUN DRIVE.

REPLACE EXISTING AC

WATERMAIN WITH 40m

OF 100Ø WATERMAIN

W W

S S

D D

hcao

Text Box

FIGURE 2a

hcao

Text Box

12

S

S

S

S

S

S

S

S

S

S

S

S

S

D

O

U

G

L

A

S

P

L

CA

M

OS

UN

DR

D

W

W

W

W

W

W

W

W

W

W

W

W

W

3

7

0

C

A

M

O

S

U

N

D

R

388 C

AM

O

SU

N

D

R

3

8

7

D

O

U

G

L

A

S

P

L

395 C

AM

OS

UN

D

R

3

9

1

D

O

U

G

L

A

S

P

L

3

7

5

D

O

U

G

L

A

S

P

L

3

7

9

D

O

U

G

L

A

S

P

L

3

8

3

D

O

U

G

L

A

S

P

L

382 C

AM

O

SU

N

D

R

3

7

6

C

A

M

O

S

U

N

D

R

1155 SELKIRK DR

1159 S

E

LK

IR

K

D

R

1

1

4

9

S

E

L

K

I

R

K

D

R

S

W

D

REMOVE EXISTING MANHOLE

30m of 200Ø

SANITARY

SEWER

PROPOSED

MANHOLE

PROPOSED

MANHOLE

REPLACE PUMPED

SERVICE CONNECTION TO

PROPOSED MANHOLE

(TYP)

hcao

Text Box

FIGURE 2b

hcao

Text Box

13

S

S

S

S

S

S

S

S

S

S

S

S

S

S

S

S

S

S

S

S

S

S

CO

LLEG

E D

R

MO

UN

T R

OY

AL P

L

D

D

D

D

D

D

D

D

W

W

W

W

W

W

W

W

W

W

W

W

W

W

301 M

OU

NT

RO

YA

L P

L

3

0

5

M

O

U

N

T

R

O

Y

A

L

P

L

3

1

0

M

O

U

N

T

R

O

Y

A

L

P

L

3

0

6

M

O

U

N

T

R

O

Y

A

L

P

L

3

0

2

M

O

U

N

T

R

O

Y

A

L

P

L

2

2

3

C

O

N

C

O

R

D

I

A

P

L

229 CONCORDIA

PL

4

9

6

M

O

N

T

C

L

A

IR

D

R

4

9

0

M

O

N

T

C

L

A

IR

D

R

309 M

OU

NT

R

OY

AL P

L

1111 C

O

LLE

G

E D

R

1107 C

O

LLE

G

E D

R

1103 C

OLLE

GE

D

R

1

0

9

4

C

O

L

L

E

G

E

D

R

CONNECT TO EXISTING 250Ø MAIN

ON COLLEGE DRIVE.

REPLACE EXISTING AC

WATERMAIN WITH 40m

of 100Ø WATERMAIN

W W

S S

D D

hcao

Text Box

FIGURE 2c

hcao

Text Box

14

15


2.4 General Services and Deliverables .1 The City of Nanaimo is seeking professional engineering services to assess,

design, and provide construction administration for the following projects. The overall work will be divided into three phases for ease of budgetary, project coordination and management.

.2 Phase 1 will include the following water supply main and utilities upgrades:

i. 785m of 250mm diameter supply watermain along College Drive; ii. 40m of 100mm diameter watermain along Douglas Place; iii. 30m of 200mm sanitary sewer along Douglas Place; iv. 40m of 100mm watermain along Mount Royal Place;

.3 Phases 2 and 3 will focus on the upgrade options of the pump station and

reservoir: v. Pump Station; vi. Reservoir No. 6; and vii. Site piping.

.4 The overall work required by the consultant is to:

i. Assess and provide recommendations on the Reservoir No. 6 and Pump Station upgrades including sizing and the temporary measures required during construction;

ii. Complete topographic survey, geotechnical, and other parameters required for the design;

iii. Prepare preliminary and detailed design drawings; iv. Prepare cost estimates, Classes C, B, and A v. Prepare specifications and tender packages; vi. Coordinate all the necessary permits and approvals; vii. Coordinate all the specialty testings and inspections; and viii. Perform contract administration and construction inspection.

.5 Deliverables required at milestones of the project include, but are not limited to:

i. A Pre-Design Brief to report the Consultant’s preliminary evaluation of the project and, at minimum, is to provide a summary of all project related data reviewed, design criteria, foreseeable constraints and opportunities, field investigation works, risks (fire flow challenge), service disruptions, temporary service requirements, concept layout, recommendations, and cost estimates;

ii. A 60% submission package that includes design drawings; iii. A 95% submission package that includes draft supplementary details and

specifications, cost estimates and detailed design drawings with all final locations of proposed works and all notes and details as required. This

16


submission set should be to a level such that the project would be almost ready to construct with minor adjustments and revisions.

iv. A 100% or ‘Issued for Tender’ submission package that includes detailed

drawings (signed and sealed by Professional Engineer) , cost estimates (Class A), all permit approvals, final supplementary specifications, and if required, Pre-Design Brief with all background information and site investigations that would support the tender process; and

v. As-constructed completion package that includes as-built drawings (signed

and sealed by Professional Engineer) and Operational and Maintenance Manual.

2.5 Schedules The following is a preliminary concept schedule, with estimated construction completion dates: i. May, 2018 Phase 1 Water Supply Main & Utilities Upgrades ii. June, 2019 Phase 2 Pump Station Upgrades iii. October, 2020 Phase 3 Reservoir No. 6

A detailed schedule is required demonstrating the Proponent’s view of how these dates may be achieved. If the Proponent feels that an alternative schedule is more appropriate, this should be identified and described in the proposal.

2.6 Budget In the City’s 10 Year Capital Plan, funding for this project has been allocated as follows:

i. 2017/2018 $ 715,000 College Drive Supply Watermain Replacement ii. 2018 $ 89,500 Douglas Place Sanitary Sewer and Watermain iii. 2018 $ 50,000 Mount Royal Place Watermain Replacement iv. 2017/2018 $ 935,000 Pump Station Upgrades v. 2017/2018/2019 $ 1,800,000 Reservoir No.6 Upgrades vi. 2018 $ 85,500 Reservoir No. 6 Access Drive, Drain Pipe

2.7 Support Information The following is a list of available information that may be pertinent for the study area and this project:

i. College, Arbot, Jingle Pot and Westwood Area Water Study, Koers & Associates, 2007

ii. College Park Pump Station Upgrade Pre-Design Report, KWL, 2009; iii. Citywide water model in WaterGEM (steady state analysis, updated in 2016);

17


iv. As-constructed drawings; and v. Digital ESRI geo-database and shapefiles of water network, contours, cadastral,

ortho imagery, and lidar. The reports are available and can be downloaded at the below link. Watermodel and other information will be provided to the successful Proponent. https://cloud.nanaimo.ca/public.php?service=files&t=0d5b847764d820b388589c07b4292002

https://cloud.nanaimo.ca/public.php?service=files&t=0d5b847764d820b388589c07b4292002

https://cloud.nanaimo.ca/public.php?service=files&t=0d5b847764d820b388589c07b4292002

18


3.0 Pre-Bid Meeting

3.1 Non-Mandatory Information Site Meeting

A non-mandatory meeting has been scheduled to view the site and ask any questions regarding the proposed work. Convene at the site located at Reservoir No.6/Pump Station Site (located off of Langara Drive), Nanaimo, at 1:00 p.m., April 12, 2017. Safety Requirements: Proponents are required to wear hi-visibility safety vests.

CA

RIB

OO

DR

ROXBORO PL

OKANAG

AN PL

CO

LLEGE DR

COLLEGE DR

CO

N

CO

RD

IAP

L

KA

ZC

OU

RT

MO

NT

CLA

IRD

R

COLLE

GE

DR

CA

MR

OS

E P

L

THALIA PL

TR

INIT

YD

R

CAM

OSU

NDR

AD

DE

RLY

RD

COLLEG

EDR

SELKIRK DR

TRALEE RD

BLACK D

IAMO

ND

DR

NANAIM

OPAR

KWAY

³

0 60 120 180 24030

Meters

SITE MEETING - LOCATION MAP

Meet at the Reservoir No.6/Pump Station Site(located off of Langara Drive)

20


4.0 Instructions to Proponents

4.1 Closing Date/Time/Location/Submission Formats It is the sole responsibility of the Proponent to submit their Proposal to the Purchasing Department prior to the closing time of 3:00 PM (15:00 hrs), Pacific Time, May 02, 2017. Proposals received after the noted due time WILL NOT be considered. The wall clock in the Purchasing Department Office is the official time piece for the receipt of all Proposals. Proposals shall be clearly marked College Heights Water Supply and Utilities Upgrades, and received by one of the following two methods:

a. By hand/courier:

Sealed Proposals must be addressed to:

City of Nanaimo Purchasing Department 2020 Labieux Road Nanaimo, BC, V9T 6J9

And include:

i. One (1) original hard copy, four (4) paper copies (5 in total).

ii. One (1) digital copy (CD/DVD/memory stick)

b. By Email:

At the only acceptable electronic address: [email protected]

Electronically submitted Proposals shall be deemed to be successfully received when it has been received by the Purchasing Department at the City of Nanaimo as a new email. The City of Nanaimo will not be liable for any delay for any reason including technological delays, spam filters, firewalls, job queue, file size limitations, etc. and late receive of Proposals will be cause for rejection of Proposal(s).

Please note: Maximum email file size limit is 8MB.

It is the Proponent’s sole responsibility to ensure they allow themselves enough time to submit their Proposal prior to the posted closing date and time. Proposals received by facsimile WILL NOT be accepted.


21


4.2 Communications and Enquiries All enquiries regarding this RFP are to be directed in writing or by email, to the following person(s). Information obtained from any other source is not official and should not be relied upon. Enquires and responses will be recorded and may be distributed to all Proponents at the City of Nanaimo’s option. Proposal Enquiries Manager, Purchasing and Store Phone: 250-756-5317 Email: [email protected] All enquiries must be received no less than five (5) business days before the established close date. Questions received after this date will be responded to at the City’s discretion and responses cannot be guaranteed.

4.3 Deadline Extension Any request for an extension to the closing date will only be considered if received by the Purchasing Department no less than five (5) business days before the established closing date.

4.4 Amendment to Proposals Proposals may be amended in writing and delivered to the closing location before the closing time but not after. Such amendments should be signed by the authorized signatory of the Proponent and either hand delivered or emailed to the Purchasing Department.

4.5 Addenda If the City determines that an amendment is required to this RFP, the City will send an electronic copy of the written addendum to each of the Proponents who have submitted a Receipt of Confirmation Form. Each addendum will be incorporated into and become part of the RFP. No amendment of any kind to the RFP is effective unless it is contained in a written addendum issued by the City’s Purchasing Department.

4.6 Examination of Contract Documents and Site Proponents will be deemed to have carefully examined the RFP, including all attachments, Schedules, the Contract and the Site (as applicable) prior to preparing and submitting a Proposal with respect to any and all facts which may influence the Proposal.


22


4.7 Unsuccessful Proponents The successful Proponent will be notified in writing and required contractual obligations will need to be fulfilled before the Work can begin. The unsuccessful Proponents will not be notified by the City, as the award information will be posted on the City’s and BC Bid’s websites at a time after the Closing Date. In most cases, the City may post the name of the successful Proponent and including the dollar amount on the City’s website. The City will offer a debriefing to unsuccessful Proponents, on request, at a mutually agreeable time. Proponents may request debriefing within fifteen (15) business days of the award being posted. The intent of the debriefing information session is to aid the Proponent in presenting a stronger Proposal in subsequent procurement opportunities. Any debriefing provided is not for the purpose of providing an opportunity to challenge the procurement process. And not sending unsuccessful letters

4.8 Error in Proposal No proposal shall be altered, amended, or withdrawn after the closing date and time of the RFP. Negligence on the part of the Proponent in preparing the Proposal confers no right for withdrawal of the Proposal after it has been opened. While the City has made considerable efforts to ensure an accurate representation of information in each respective RFP, the information contained in the RFP is supplied solely as a guideline for the Proponent and is not necessarily comprehensive or exhaustive. Nothing in a City RFP is intended to relieve the Proponent from forming their own opinions and conclusions in respect of the matters addressed in the RFP.

4.9 Withdrawal of Proposals The Proponent may withdraw their Proposal at any time prior to the Proposal Closing Time by submitting a written withdrawal letter to the City’s Purchasing Department and the Proposal will be returned.

4.10 Ownership of Proposals All Proposals, including attachments and any documentation, submitted to and accepted by the City in response to this RFP become the property of the City.

23


5.0 Proposal Submission Form and Contents

5.1 Proposal Submission To assist in receiving similar and relevant information, and to ensure your Proposal receives fair evaluation, the City asks that Proponents provide the following information. Proponent must also identify any specific provisions with which it is unwilling or unable to comply. A Proposal response submitted should be in enough detail to allow the City to determine the Proponent’s position from the documents received. Every effort should be made to include complete details of services your firm would provide.

i. A detailed description of the work program, methodology, inspections, and testing required for the project. Identify any special resources, value-added expertise, and innovation that the consultant is able to provide to make the project thorough and successful.

ii. A detailed description of the experience of the consultant and the proposed project team that will be assigned to this project including any sub-consultants. Identify their qualifications, roles, and relationships required during the project.

iii. A project schedule with key milestones.

iv. A list of deliverables at various stages of submittals, including their format and level of detail.

v. A list of references for the past three projects of similar size and scope with complete contact information, for the proposed project manager.

24


6.0 Evaluation and Selection

6.1 Evaluation Team

The selection committee, formed at the City’s sole discretion, will evaluate the Technical Proposals in accordance with the evaluation criteria.

6.2 Evaluation Criteria The following criteria identify the key components on which submissions to this RFQ will be evaluated. Evaluation Criteria Point Value Rating Total Score Qualifications and Experience Company, Project Team, & Personnel

30

Methodology / Approach 30 Similar Projects 20 Capacity and Timelines 20 TOTAL 100

6.3 Negotiation, Clarification, and Reference Review The Evaluation Team will proceed to enter into negotiations with the highest ranked Proponent with the intent of negotiating an agreement. If the parties, after having negotiated in good faith, are unable to conclude a formal agreement, the City and the Proponent will be released without penalty or further obligations other than any surviving obligations regarding confidentiality and the City may, at its discretion, contact the next highest ranked Proponent and attempt to conclude a formal agreement with it, and so on until a contract is concluded. Throughout all stages of the evaluation process, the Evaluation Team may, at its discretion:

i. Seek additional clarification on any aspect of the submitted proposal; and ii. Perform reference checks as required to verify or clarify the information

provided and to obtain additional performance information.

25


7.0 General Terms and Conditions

7.1 Right of the City to Cancel the RFP Process The City is not bound to select a preferred Proponent or accept any Proposal and reserves the right in its sole discretion to postpone or cancel this RFP at any time for any reason whatsoever in accordance with the City’s judgement of its best interest and to proceed with the Services in some other manner separate from this RFP process.

7.2 Acceptance and Rejection of Proposals This RFP does not commit the City, in any way to select the preferred Proponent, or to proceed to negotiations for a contract, or to award any contract. The City may accept or waive a minor and inconsequential irregularity, or where applicable to do so, the City may, as a condition of acceptance of the Proposal, request a Proponent to correct a minor or inconsequential irregularity with no change in the Proposal. The determination of what is or is not a minor or inconsequential irregularity, the determination of whether to accept, waive, or require correction of an irregularity and the final determination of the validity, will be the sole discretion of the City of Nanaimo.

7.3 No Claim for Compensation Proponents are solely responsible for their own expenses in preparing and submitting Proposals, and for any meetings, negotiations, or discussions with the City or its representatives and consultants, relating to or arising from this RFP. The City and its representatives, agents, consultants and advisors will not be liable to any Proponent for any claims, whether for costs, expense, losses or damages, or loss of anticipated profits, or for any other matter whatsoever, incurred by the Proponent in preparing and submitting a Proposal, or participating in negotiations for a Contract, or other activity related to or arising out of this RFP. Proponents agree that by participating in the RFP process, and or submitting a Proposal, they have no claim for compensation.

7.4 No Contract By submitting a Proposal and participating in the process as outlined in this RFP, Proponents expressly agree that no contract of any kind, if formed under, or arises from this RFP, exists prior to the signing of a formal written Contract.

26


7.5 Conflict of Interest Proponents shall disclose in their Proposals any actual or potential Conflict of Interest and existing business relationships it may have with the City, its elected officials, appointed officials or employees.

7.6 Gifts and Donations The successful Proponent will ensure that no representative of the successful Proponent will offer or extend any entertainment, gift, gratuity, discount, or special service, regardless of value, to any employee of the City. The successful Proponent will report any attempt by any employee of The City to obtain such favours to the City of Nanaimo’s City Manager.

7.7 Business Licence The successful Proponent will be required to hold a valid City of Nanaimo business licence for the duration of the project. The Proponent will be required to produce a copy of the business licence on or before commencement of the project.

7.8 Solicitation of Council Members and City Staff Proponents and their agents will not contact any member of the City Council or City Staff with respect to this RFP, other than the City Representative named in this document or authorized by Purchasing, at any time.

7.9 Confidentiality and Freedom of Information The City will retain all Proposals and they will not be returned to the Proponent except for any unopened Proposals. All submissions will be held in confidence by the City. The City is bound by the Freedom of Information and Protection of Privacy Act (British Columbia) and all documents submitted to The City will be subject to provisions of this legislation. All of the information contained within the RFP, including supplementary information provided electronically, is for the exclusive use of the Consultant team for the RFP preparation purposes only and is not to be made publicly available in any manner. The Consultant team shall not discuss this project with any member of the public at any time, for any reason whatsoever, without the prior written approval of the City of Nanaimo.

27


7.10 Consulting Services Agreement A Consulting Services Agreement will be required between the City of Nanaimo and the successful Proponent (if awarded). Details of this agreement, including scope, fees and schedule will be prepared at the negotiation stage. A sample contract is enclosed which will form the basis of any negotiation for the Work. Proponents should clearly indicate in their Proposal any conditions in Schedule A - Proposed Purchase Contract that are not acceptable and provide proposed wording that would be acceptable.

7.11 Sub-Consulting Using a Sub-Consultant is acceptable provided the Sub-Consultant is clearly identified in the Proposal. This includes a joint submission by two Proponents having no formal corporate links. However, in this case, one of these Proponents must be prepared to take overall responsibility for successful performance of the Contract and this should be clearly defined in the Proposal. Sub-consulting to any firm or individual who’s current or past corporate or other interests may, in the City’s opinion; give rise to a conflict of interest in connection with this project will not be permitted. This includes, but is not limited to, any firm or individual involved in the preparation of this Request for Proposal. Where applicable, the names of approved Sub-Consultants listed in the Proposal will be included in the Contract. No additional Sub-Consultants will be added or other changes made, to the list in the Contract without written consent of the City’s Engineering Projects Manager.

7.12 Insurance Except as may be otherwise expressly approved by the City in writing, the Proponent will, without limiting its obligations or liabilities herein and at its own expense, provide and maintain the following insurances with insurers licensed in British Columbia and in forms and amounts acceptable to the City:

i. Professional Liability Insurance (Errors and Omissions) coverage of a minimum of $500,000 per occurrence, $1,000,000 aggregate.

ii. Comprehensive Liability Insurance with not less than $2,000,000 coverage per occurrence, together with a Standard Non-owned Automobile Liability. The City must be named as an additional insured on this policy and the policy shall contain a cross-liability clause.

iii. The successful consultant must also provide the City with a certificate issued by the insurer(s) as evidence of the coverage required on or before commencement of the project.

28


iv. Each policy of insurance required under this agreement shall be

maintained during the continuance of this agreement and shall not be capable of cancellation unless 30 days’ notice is first given to the City.

v. The successful consultant must ensure that every sub-consultant provides and maintains insurance substantially in accordance with the requirements of this agreement. The successful consultant shall be as fully responsible to the City for acts and omissions of sub-consultants and of persons employed directly or indirectly by them as for acts and omissions of persons directly employed by the consultant.

The foregoing insurance shall be primary and not require the sharing of any loss by any insurer of the City. The successful Proponent shall provide the City with evidence of all required insurance prior to the commencement of the Services. When requested by the City, the Proponent shall provide certified copies of required policies.

7.13 Safety The successful Proponent shall:

i. Hold a valid WorkSafeBC registration number for the duration of the project.

ii. Produce a copy of a Worksafe BC registration number on or before commencement of the project.

iii. Comply with Occupational Health and Safety Regulations. iv. In the event of a multiple employer workplace (ie. Field work requiring

survey, geotechnical investigation, traffic control etc) be the designated prime contractor, complete the attached prime contractor form in Schedule B and fulfil the prime contractor’s responsibilities as defined in:

a. WorkSafeBC Occupational Health and Safety Regulation, Notice of

Project, Section 20.2, and Coordination of Multiple Employer Workplaces, Section 20.3;

b. Workers Compensation Act (RSBC 1996), Coordination at multiple-employer workplaces, Section 118, Subsections (1) & (2);

c. General Requirements; Section 3.10 Worksafe BC.

29


7.14 Consultant is “Prime Contractor” The Consultant to the Contract (if awarded) will be designated and assumes the responsibility as the Prime Contractor per WorkSafe BC OH&S Regulations, Section 20.2 Notice of Project and 20.3 Coordination of Multiple-Employer Workplaces, Subsections (1) and (2). Proponents should also understand the general duties of the Owner as defined in the Workers’ Compensation Act, Section 119 General Duties of Owner. Proponents should have the necessary qualification and be willing to accept the responsibilities as Prime Contractor for this Contract. Prime Contractor information is included in Schedule B Prime Contractor Agreement.

7.15 Governing Law This agreement shall be governed by the laws of the Province of British Columbia.

7.16 Minimum Rate of Pay The Collective Agreement between the City of Nanaimo and Canadian Union of Public Employees, Local 401 says that:

Every contract made by the Employer for construction, remodelling, repair, or, demolition of any municipal works or for providing any municipal service or function shall be subject to the following condition:

“Minimum rate of pay for work performed under this Contract or under Sub-contract shall be classified in the current Agreement between the City of Nanaimo and Canadian Union of Public Employees, Local 401.”

7.17 Litigation Clause The City may, in its absolute discretion, reject a Proposal submitted by a Proponent, if the Proponent, or any officer or director of the Proponent is or has been engaged either directly or indirectly though another corporation in legal action against the City, its elected or appointed officers and employees in relation to:

i. Any other contract for works or services; or ii. Any matter arising from the City’s exercise of its powers, duties; or

functions under the Local Government Act, Community Charter or another enactment,

within five years of the date of this Request for Proposal.

30


In determining whether to reject a Proposal under this clause, the City will consider whether the litigation is likely to affect the Proponents ability to work with the City, its consultants and representatives and whether the City’s experience with the Proponent indicates that the City is likely to incur increased staff and legal costs in the administration of a Contract if it is awarded to the Proponent.

7.18 Business Licence The successful Proponent will be required to hold a valid City of Nanaimo business licence for the duration of the project. The Proponent will be required to produce a copy of the business licence on or before commencement of the project.

RFP No. 1926 ENGINEERING CONSULTING SERVICES FOR COLLEGE HEIGHTS WATER SUPPLY & UTILITIES UPGRADES

SCHEDULE A

PROPOSED CONSULTING SERVICES AGREEMENT

Table of Contents 1.0 Definitions ............................................................................................................... 4

2.0 Schedules ............................................................................................................... 6

3.0 Scope of Services ................................................................................................... 6

3.1 Services ................................................................................................................... 6

3.2 Basic Services ........................................................................................................ 7

3.3 Services as Contract Administrator ........................................................................ 8

3.4 Additional Services ................................................................................................. 8

3.5 Standard of Service ................................................................................................ 9

3.6 Compliance with Laws ............................................................................................ 9

3.7 Consultant’s Representative .................................................................................. 9

3.8 Confidentiality .......................................................................................................... 9

3.9 Sub-Consultants ................................................................................................... 10

3.10 Key Personnel ....................................................................................................... 10

3.11 Cooperation and Coordination ............................................................................. 10

3.12 Hazardous Waste and Environmental Issues ...................................................... 10

3.13 Workers Compensation Act (WCB) ...................................................................... 10

4.0 Clients Duties and Responsibilities to the Consultant ......................................... 11

4.1 Duties and Responsibilities .................................................................................. 11

4.2 Client’s Representative ......................................................................................... 12

4.3 Confidentiality ........................................................................................................ 12

5.0 Fees, Rates, and Disbursements ......................................................................... 12

5.1 Fees ....................................................................................................................... 12

5.2 Disbursements ...................................................................................................... 13

5.3 Sub-Consultants ................................................................................................... 13

6.0 Payment ................................................................................................................ 14

6.1 Payment Procedures ............................................................................................ 14

6.2 Defined Remuneration Services .......................................................................... 15

6.3 Variable Remuneration Services .......................................................................... 15

7.0 Ownership and Use of Documents ...................................................................... 16

7.1 Service Continuity ................................................................................................. 16

7.2 Ownership ............................................................................................................. 16

7.3 Changes to Instruments of Service ...................................................................... 17

8.0 Insurance and Liability .......................................................................................... 17

8.1 General Insurance Requirements ........................................................................ 17

8.2 Additional Insurance ............................................................................................. 17

8.3 Limits of Liability .................................................................................................... 18

9.0 Indemnity ............................................................................................................... 18

10.0 Suspension and Termination ................................................................................ 18

10.1 By Client Due to Default of the Consultant .......................................................... 18

10.2 By the Consultant Due to Default of the Client .................................................... 19

10.3 By the Client for Own Reasons ............................................................................ 19

10.4 By Mutual Consent ............................................................................................... 20

10.5 By the Consultant Due to Client’s Suspension in Excess of 60 days ................. 20

10.6 Death or Incapacity ............................................................................................... 20

10.7 Failure to Engage Other Consultants or Sub-Consultants .................................. 20

11.0 Dispute Resolution ................................................................................................ 21

11.1 Purpose ................................................................................................................. 21

11.2 Amicable Negotiation ............................................................................................ 21

11.3 Mediation ............................................................................................................... 21

11.4 Arbitration or Litigation .......................................................................................... 21

11.5 Disputed Fees ....................................................................................................... 22

12.0 General.................................................................................................................. 22

12.1 Notices .................................................................................................................. 22

12.2 Assignment and Successors ................................................................................ 22

12.3 Rights and Remedies ........................................................................................... 22

12.4 Conflicts of Interest ............................................................................................... 23

12.5 Independent Contractor ........................................................................................ 23

12.6 Governing Law ...................................................................................................... 23

12.7 Headings ............................................................................................................... 23

12.8 Number.................................................................................................................. 23

12.9 Enurement ............................................................................................................. 24

12.10 Entire Agreement .................................................................................................... 24

12.11 Unenforceability .................................................................................................... 24

12.12 Conflicting Provisions ........................................................................................... 24

13.0 See Schedule E .................................................................................................... 24

Agreement

Between Client and Consultant

(FOR USE TO RETAIN CONSULTING SERVICES ON MUNICIPAL ENGINEERING PROJECTS, INCLUDING PROJECTS USING THE MASTER MUNICIPAL CONSTRUCTION DOCUMENTS).

THIS AGREEMENT made in duplicate this _____ day of __________, 20____. BETWEEN: City of Nanaimo 455 Wallace Street, Nanaimo BC V9R 5J6 (the “Client”) AND: ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ (NAME, OFFICE ADDRESS AND FAX OF CONSULTANT) (the “Consultant”) Whereas the Client intends to engage the professional services of the Consultant in connection with the following project:

(the “Project”)

The Client and the Consultant agree as follows:

1.0 Definitions

For the purposes of this Agreement, the following definitions will apply.

I. “Additional Services” means services provided by the Consultant which are outside the scope of Basic Services under this Agreement.

II. “Agreement” means this Agreement between the Client and the Consultant.

III. “Basic Services” means the services which the Consultant is required to perform as identified under Schedule A of this Agreement.

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

V. “Client” means the person, firm, corporation or municipality identified on page 1 of this Agreement.

VI. “Consultant” means the person, firm, or corporation identified on page 1 of this Agreement.

VII. “Contract” means an agreement between the Client and a Contractor for the performance of all or part of the Work.

VIII. “Contract Administrator” means the person, if any, identified as Contract Administrator in the Contract Documents.

IX. “Contract Documents” means the documents comprising the contract. X. “Contractor” means the person, firm or corporation who has entered into

a Contract with the Client. XI. “Defined Remuneration Services” means the Services where the cost of,

and the time required for, the performance of such Services can be predicted to a reasonable level of accuracy by professionals experienced in providing services similar to the Services.

XII. “Disbursement” has the meaning set out in paragraph 5.2. XIII. “Field Services” means making such visits as the Project site at intervals

appropriate to the stage of the Work as reasonably necessary to enable the Consultant to ascertain whether the Contractor is carrying out the Work in general conformity with the Contract Documents.

XIV. “Hazardous Materials” means any material or substance which is a “hazardous product”, “contaminant”, “toxic substance”, “deleterious substance”, “special waste”, “dangerous good” or “reportable substance” that is identified or described in or defined by an applicable statute, regulation or law.

XV. “Instruments of Service” as the meaning set out in paragraph 7.2.1. XVI. “Master Municipal Construction Documents” means the latest edition, as

of the date of this Agreement, of the Master Municipal Construction Documents published by the Master Municipal Construction Documents Association. (Copies of the documents can be purchased from Support Services Unlimited, Suite 302, 1107 Homer Street, Vancouver, BC V6B 2Y1, Tel 681-0295, or obtained online from www.mmcd.net).

XVII. “Other Consultant” means a registered or licensed Professional Engineer, Architect or other specialist, other than the Consultant, engaged directly by the Client in connection with the Project.

XVIII. “Project” means the project identified on page 1 of this Agreement. XIX. “Proposal” means the formal or informal written submission, if any, made

by the Consultant to the Client prior to the execution of this Agreement describing proposed scope of services to be provided by the Consultant, or portion of each submission, which is accepted by the Client and attached to this Agreement as Schedule D.

XX. “Services” means all services to be provided by the Consultant under this Agreement.

http://www.mmcd.net/

XXI. “Sub-Consultant” means any registered or licensed Professional Engineer, Architect or other specialist such as, without limitation, any geotechnical, environmental, legal, accounting, insurance or bonding specialist, engaged by the Consultant in connection with the Services.

XXII. “Termination Expenses” means expenses reasonably and necessarily incurred by the Consultant as a direct result of the termination of this Agreement or the suspension of the Services.

XXIII. “Variable Remuneration Services” means the Services where the cost of, and the time required for, the performance of such Services cannot be predicted to a reasonable level of accuracy by professionals experience in providing services similar to the Services. For illustration, Variable Remuneration Services may include:

a. Negotiating real property rights required for the Project; b. Participating in public consultation processes beyond the

level of effort as may be defined in this Agreement; c. Providing Field Services beyond the level of effort as may

be defined in this Agreement; and d. Obtaining permits, licenses or approvals for the Project

from authorities having jurisdiction.

XXIV. “Work” means the labour, materials and equipment to be supplied and incorporated into the Project by a Contractor under a Contract.

2.0 Schedules The following schedules form a part of this Agreement:

i. Schedule A – Services ii. Schedule B – Fees iii. Schedule C – Insurance iv. Schedule D – Proposal (if any) v. Schedule E – Other Conditions (if any)

3.0 Scope of Services

3.1 Services 3.1.1 The Consultant shall, in accordance with the Agreement, perform and provide the Services described in this Agreement.

3.2 Basic Services 3.2.1 Without limiting any other provision of this Agreement, the Consultant shall perform and provide the following Basic Services:

I. Review Requirements – At the commencement of the performance of Services,

and from time to time during th performance of the services, review the Client’s total requirements for the Project, and advise the Client if the requirements cannot be met within the Client’s Project budget and schedule.

II. Suggest Alternatives – If requested by the Client, suggest alternatives or changes to reduce the costs of the proposed Project so that the Client’s Project budge and schedule can be met.

III. Review Client Data – Generally review information and data provided by or through the Client to determine its sufficiency and applicability and immediately notify the Client of errors and deficiencies. The Consultant shall be entitled to rely on the accuracy and completeness of such information and data except to the extent it contains errors or deficiencies that would be obvious or apparent to a consultant qualified in British Columbia to perform services similar in scope, nature and complexity to the Services. The Consultant shall not be responsible for information or data provided by Other Consultants.

IV. Submit Reports – Submit technical memoranda, reports and drawings to the Client as necessary throughout the course of providing the Services and generally keep the Client informed in a timely manner by way of written reports on all issues relevant to the Services, including progress of the Services, any anticipated cost overruns and delays, and on decisions required to be made by the Client.

V. Notice of other Consultants – Advise the Client in a timely manner of any Other Consultant or Sub-Consultant, other than those identified in the Proposal, necessary for the performance of the Services. If the need for Other Consultant or Sub-Consultant would not reasonably have been anticipated at the time of submitting the Proposal by a consultant qualified to perform services similar in scope, nature and complexity to the Services, then the Client shall pay the cost of any such additional Other Consultant or Sub-Consultant, but if such consultant would reasonably have anticipated the need for the Other Consultant or Sub-Consultant then the Consultant shall pay such costs. If the Client does not agree to the engagement of such Other Consultant or Sub-Consultant, then paragraph 10.7 shall apply.

VI. Access to Property – Advise the Client as soon as practicable of any need for access to public or private properties necessary to enable the Consultant to perform its Services.

VII. Notice of Defects – Respond promptly to Client’s notices of apparent defects and deficiencies in the performance of the Services.

VIII. Approvals, Licences and Permits – Advise the Client in a timely manner of any necessary approvals, licences and permits required by authorities having jurisdiction, and provide to the Client the documentation required by authorities having jurisdiction in connection with such approvals, licences and permits. As

Work proceeds, monitor compliance with the terms of such approvals, licences and permits and advise the Client of the extent of compliance.

3.3 Services as Contract Administrator 3.3.1 If the Client appoints the Consultant under Schedule A to act as the Contract Administrator under the Master Municipal Construction Documents, or to perform similar contract administration services under a Contract based on a form other than the Master Municipal Construction Documents, then the Consultant shall provide such contract administration services and shall act on behalf of the Client in that capacity, only to the extent expressly provided in the Contract Documents. Unless specifically provided otherwise in Schedule A:

i. All such contract administration services be deemed to be Basic Services; and ii. All contract administration services under this paragraph 3.3.1, whether provided

as Basic Services or Additional Services, shall be paid for as Variable Remuneration Services.

3.3.2 If appointed by the Client to provide contract administration services as described in paragraph 3.3.1, the Consultant shall:

i. Immediately upon such appointment nominate in writing a person reasonably

acceptable to the Client to undertake such services; ii. Without limiting any other provision of this Agreement or the Contract documents,

inform the Client promptly of any observed defects or deficiencies in the Work of the Contractor and any failure by the Contractor to otherwise meet the requirements under the Contract; and

iii. Give the Client prompt notice of possible budget overruns and shall update the construction cost projection monthly with progress draw approvals.

3.3.3 Nothing in the Contract Documents shall create any contractual relationship between the Consultant and the Contractor.

3.4 Additional Services

3.4.1 The Consultant may, at the Consultant’s absolute discretion and without invalidating this Agreement, decline to take on any Additional Services requested by the Client under this Agreement which the Consultant decides are beyond the Consultant’s normal fields of expertise. 3.4.2 The Consultant shall not undertake any Additional Services without the prior written approval of the Client. Prior to proceeding with any Additional Services, the Consultant and the Client shall agree on the scope of the Additional Services to be performed and the basis of payment. If the Additional Services consist of any Variable Remuneration Services, the Consultant shall provide the Client with a cost estimate

breakdown for the performance of such Variable Remuneration Services prior to undertaking such Services. If the Client gives approval for the performance of the Additional Services, the Consultant shall not exceed the scope or the cost estimate accepted by the Client for the Variable Remuneration Services without first providing timely written notice to the Client setting out the revised scope and/or cost estimate and a reasonable justification for the increase in scope and/or costs. The Consultant shall not proceed to provide any Additional Services in excess of the Client approved scope and cost estimate without the Client/s prior written approval.

3.5 Standard of Service 3.5.1 The Consultant shall undertake and perform all Services with such degree of care, skill and diligence as would be reasonably expected from a consultant qualified in British Columbia to perform services similar in scope, nature and complexity to the Services. The Consultant warrants and represents that the Consultant is qualified and has sufficient expertise and experience to perform expeditiously and efficiently all of the Services in a proper and professional manner to the standard set out above.

3.6 Compliance with Laws 3.6.1 In performing the Services, the Consultant shall in all respects comply with all applicable laws, rules, codes, regulations, bylaws, orders and ordinances of authorities having jurisdiction.

3.7 Consultant’s Representative 3.7.1 Immediately upon execution of this Agreement, the Consultant shall designate in writing a representative to act as the Consultant’s representative for the purposes of all communications with the Client under this Agreement, such representative to have authority to provide information to, and receive instructions from, the Client. The representative shall be available on a reasonably continuous basis during the performance of the Services, and for any periods when the representative is absent or unavailable a replacement with equivalent expertise and authority shall be appointed by the Consultant.

3.8 Confidentiality

3.8.1 The Consultant shall maintain confidentiality on all information, documentation and data provided by the Client to the Consultant or otherwise acquired by the Consultant during the course of carrying out the Services. Except with the prior written consent from the Client, or as required by law or an authority having jurisdiction, neither the Consultant, nor any of its employees, officers, agents, representatives or Sub-Consultants, shall divulge or disclose any of such information to third parties, or use any

of such information for any purpose other than as required under this Agreement in connection with the Project.

3.9 Sub-Consultants

3.9.1 If the Consultant retains or employs any Sub-Consultants or other parties to assist in the performance of the Services, then the Consultant shall incorporate into any agreement with and shall bind such Sub-Consultants and other parties to all of the terms of this Agreement. The Consultant shall be responsible for such Sub-Consultant’s and other parties’ work, and for overseeing and coordinating such Sub-Consultants’ or other parties’ work.

3.10 Key Personnel

3.10.1 The Consultant shall maintain the key personnel as may be listed in the Proposal attached as Schedule D, or as otherwise specified in this Agreement, and shall not replace any of such key personnel without the Client’s prior written agreement, which agreement shall not be unreasonably withheld or denied.

3.11 Cooperation and Coordination

3.11.1 The Consultant shall cooperate and coordinate with Other Consultants as necessary, but in no event, except as otherwise agreed in writing between the Client and the Consultant, shall the Consultant be responsible for the services or performance of any such Other Consultants.

3.12 Hazardous Waste and Environmental Issues 3.12.1 Unless otherwise specifically provided in this Agreement, the scope of Basic Service shall not include engineering services for the treatment or containment of Hazardous Materials or Hazardous Materials site remediation, and if provided, such services shall be considered Additional Services. The Client and the Consultant acknowledge and agree that such services require specialized knowledge and expertise, and consideration of additional provisions such as liability insurance.

3.13 Workers Compensation Act (WCB)

3.13.1 The Consultant will ensure compliance with the Health and Safety Laws of the Province of British Columbia, including without limitation the Workers Compensation Act and Regulations pursuant thereto. The Consultant agrees that it is the “Prime Contractor” for the Services as defined by the Workers Compensation Act.

4.0 Clients Duties and Responsibilities to the Consultant

4.1 Duties and Responsibilities The Client shall: i. Description of Requirements – Provide the Consultant with a written description

of the Client’s requirements for the Project, including, where applicable, the Client’s Project budget and Project schedule.

ii. Disclose Data – Unless otherwise provided in this Agreement, make reasonable

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

iii. Other Consultants – when requested by the Consultant in writing, give due

consideration to engaging, at the Client’s own cost, Other Consultants as may be reasonably necessary for the Consultant to undertake the Services. The Client shall not have an obligation to retain any Other Consultants if requested to do so by the Consultant. All Other Consultants engaged by the Client at the Consultant’s request shall be paid for by the Client and shall be reasonably acceptable to both the Client and the Consultant.

iv. Timely Decisions – Give timely consideration to all requests from the Consultant,

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

vi. Access to Property – Arrange and make provision for the Consultant’s

reasonable and ready access to public and private properties as necessary for the Consultant to perform the Services.

vii. Notice of Observed Deficiencies – Give prompt notice to the Consultant

whenever the Client becomes aware of any apparent defects or deficiencies in the Services.

viii. Approvals, Licenses and Permits – Obtain required approvals, licenses and

permits from authorities having jurisdiction so as not to unduly delay the Consultant in the performance of the Services.

4.2 Client’s Representative

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

4.3 Confidentiality 4.3.1 The Client shall maintain confidentiality on all information, documentation and data provided by the Consultant which is expressly identified in the Proposal or other provision of this Agreement, as being proprietary or confidential in nature. Except with the prior written consent from the Consultant, or as required by law or an authority having jurisdiction, neither the client nor any of its employees, officers, agents, representatives or Other Consultants shall divulge or disclose any of such information to third parties, or use any of such information for any purpose other than as required under this Agreement in connection with the Project.

5.0 Fees, Rates, and Disbursements

5.1 Fees 5.1.1 The Client shall pay the Consultant the fees described in Schedule B as compensation for the Services provided by the Consultant. 5.1.2 The fees for Defined Remuneration Services, whether rendered as Basic Services or Additional Services, may be, on written agreement by the parties, either a lump sum fee or a fee based on the actual hours reasonably expended in performing such Defined Remuneration Services at the hourly charge out rates set out in Schedule B, but shall not exceed the maximum amount, if any, specified in Schedule B. 5.1.3 The fees for variable Remuneration services, whether rendered as Basic Services or Additional Services, shall be based on the actual hours reasonably expended in performing such Variable Remuneration Services at the hourly charge out rates as set out in Schedule B, but shall not exceed the maximum amount, if any, as estimated and approved under paragraph 6.3.

5.2 Disbursements 5.2.1 In addition to other amounts payable to the Consultant for the Services under this

Agreement, the Client shall pay the Consultant the Consultant’s actual out of pocket costs for the items set out below, as reasonably incurred by the Consultant or the Sub-Consultants to perform the services and substantiated by supporting invoices reasonably acceptable to the Client (called in the aggregate the “Disbursements”), plus, unless specified otherwise in this Agreement, a 10% markup on all Disbursements. Disbursements means the cost of:

i. Reproduction of documents including reports or submissions to the Client or

authorities having jurisdiction, and tender and construction documents; ii. Messenger or courier services, long distance telephone calls, faxes and postage; iii. Advertising on behalf of the Client, with the Client’s prior written approval; iv. Travel expenses, with the Client’s prior written approval; v. Fees, including user fees, paid to authorities having jurisdiction in order to obtain

necessary approvals, permits or licenses; vi. Fees paid to any authority having jurisdiction in order to obtain required record

information or data; vii. Federal, provincial, or municipal taxes paid by the Consultant in respect of the

Services; viii. Testing and laboratory services; ix. Additional insurance required by the Client in excess of the insurance coverage

specified in this Agreement; x. Expenses to provide, operate and maintain a Project site office, with the Client’s

prior written approval; xi. Expenses to provide and operate specialized equipment of a kind not normally

used by consultants providing services similar in nature and scope to the Services, with the Client’s prior written approval, including, where requested by the Client, the applicable charge-out rates and an estimated total cost of using such equipment;

xii. Expenses to provide digitized data or transparency reproduction of plans, drawings, designs or models, if requested by the Client;

xiii. Items specifically identified in Schedule B; xiv. Other costs reasonably incurred by the Consultant in the performance of the

Services with the prior written approval of the Client.

5.3 Sub-Consultants 5.3.1 In addition to any other amounts payable by the Client to the Consultant under this Agreement, the Client will reimburse the Consultant for the fees and Disbursements the Consultant pays to Sub Consultants as follows:

i. Lump Sum Fees – If a Sub-Consultant undertakes Services which the Client and

the Consultant have agreed will be paid for on a lump sum basis, whether

undertake as Basic Services or Additional Services, then all fees payable by the Client will be included in the lump sum, and no additional amount will be payable by the Client on account of the Sub Consultant’s fees the Consultant pays to the Sub-Consultant;

ii. Hourly Rate Fees – If a Sub-Consultant undertakes Services which the Client and the Consultant have agreed will be paid for based on the actual hours expended in performing such Services, whether undertaken as Basic Services or Additional Services, then the Client will reimburse the Consultant for the actual amount of fees the Consultant pays to the Sub-Consultant, plus a markup of 5% on the Sub-Consultant fees;

iii. Disbursements – In addition to the fees as described in sub paragraph (i) and (ii) above, the Client will reimburse the Consultant for amounts the Consultant pays a Sub-Consultant for Disbursements, without markup to the Consultant. (A Sub-Consultant may claim its actual out of pocket costs of Disbursements as reasonably incurred in undertaking the Services, plus the markup specified in paragraph 5.2.1, or other markup as specified otherwise in this Agreement, on all such Disbursements).

6.0 Payment

6.1 Payment Procedures

6.1.1 Each month, the Consultant shall submit to the Client an invoice for the Consultant’s fees and Disbursements, and any charges of Sub-Consultants retained by the Consultant upon the Client’s request as provided in this Agreement. Each invoice will be accompanied by supporting documentation as may reasonably be required by the Client. 6.1.2 The Client shall pay such invoices in full within thirty (30) calendar days of receipt. If the Client reasonably determines that the full amount of an invoice is not owing then the Client will pay the amount it determines is owing, and forthwith provide the Consultant with written reasons for any deduction in the amount of the invoice. 6.1.3 The Client will only pay the Consultant a maximum limit of 80% of the total upper fee limit (Design Phase Only) until the completion of the 100% Design. 6.1.4 Accounts unpaid by the Client thirty (30) calendar days after presentation shall bear monthly interest calculated at 2% per annum over the prime commercial lending rate of the Royal Bank of Canada, which amount shall be due and payable until payment. Such interest shall be calculated and added to any unpaid amounts monthly.

6.2 Defined Remuneration Services 6.2.1 Monthly claims for Defined Remuneration Services shall be based either on the actual hours of work performed by the Consultant and Sub-Consultants, or the percentage of the Services completed, depending on the manner of compensation agreed upon by the parties under paragraph 5.1.2, but the aggregate of all such claims shall not exceed the maximum amount, if any, specified in Schedule B. If compensation for Defined Remuneration Services is agreed by the parties to be based on actual hours of work performed as provided in paragraph 5.1.2, the Consultant shall keep, or cause to be kept, timesheets to support the hourly effort and shall make them available for review by the Client upon request.

6.3 Variable Remuneration Services 6.3.1 Without limiting any other provision of this Agreement, the Consultant shall keep separate records of the hours and Disbursements applicable to the provision of any Variable Remuneration Services and, unless otherwise agreed in writing between the parties, shall submit to the Client a weekly summary, within 3 Business days after the end of each week, setting out the Variable Remuneration Services performed in the previous week and applicable fees, together with an updated projection of Variable Remuneration Services still to be provided and the estimated fees and Disbursements to completion. If the Client does not dispute the fees set out in the summary by written notice to the Consultant within 7 Business Days of receipt, the fees and the updated projection will be deemed to be accepted by the Client and the fees and Disbursements shall be invoiced and paid in accordance with paragraph 5. 6.3.2 The Consultant shall not undertake any Variable Remuneration Services, whether or not identified in Schedule A, without the prior written approval from the Client. Prior to proceeding with any Variable Remuneration Services, the Consultant shall provide the Client with a description of the scope of the Variable Remuneration Services to be performed and a cost estimate breakdown for the performance of such Variable Remuneration Services. If the Client grants its permission for the performance of such Variable Remuneration Services, the Consultant shall not exceed the scope or the cost estimate accepted by the Client without first providing timely written notice to the Client setting out the revised scope and/or cost estimate and a reasonable justification for the increase in scope and/or costs. The Consultant shall not proceed to provide Variable Remuneration Services in excess of the Client approved scope and cost estimate without the Client’s prior written approval.

7.0 Ownership and Use of Documents

7.1 Service Continuity 7.1.1 The Client acknowledges that all plans, specifications, drawings and designs are provided by the Consultant to the Client on the assumption that the Consultant will continue with the Services during construction and installation relating to such plans, specifications, drawings or designs. Accordingly, such plans, specifications, drawings and designs may not be sufficient or reliable on their own in the absence of such continuity of Services. The Client shall give due consideration to continuing with the Consultant’s Services during construction and installation and shall consult with the Consultant prior to retaining any party other than the Consultant to continue the Services during construction and installation. If the Consultant is not retained to provide services during construction and installation then the Consultant shall not be liable in contract or in tort for any loss or damage incurred as a result of any defect or deficiency in any plans, specifications, drawings or designs provided by the Consultant to the Client, except where such defect or deficiency would be obvious or apparent to an experienced professional performing services similar to the Services.

7.2 Ownership 7.2.1 All concepts, plans, drawings, specifications, designs, models, reports, photographs, computer software, surveys, calculations, construction and other data, documents, and processes produced by the Consultant in connection with the Project (the “Instruments of Service”), including all copyright and other intellectual property therein, are and shall at all times remain the property of the Consultant unless otherwise agreed in writing by the parties. 7.2.1 The Client may copy and use any of the Instruments of Service for record and maintenance purposes and for any future renovation, repair, modification and extension work undertaken with respect to that part of the Project to which the Services relate. 7.2.3 In no event shall the Client copy or use any of the Instruments of Service for any purpose other than those noted above or in relation to any project other than the Project without the prior written permission of the Consultant. The Consultant shall not unreasonably withhold or deny such consent but shall be entitled to receive additional equitable remuneration in connection with its grant of consent. 7.2.4 The Client shall have a permanent non-exclusive royalty-free license to use any Instruments of Service which is capable of being patented or registered as a trademark for the life of the Project only. For the purposes of this paragraph, “life of the Project” means the period during which the physical asset or assets described on page 1 of this Agreement are designed, under construction or operational. The Consultant shall have full rights to any Instruments of Service arising from his Services which is capable of

being patented or registered as a trademark and may use any such Instruments of Service on any other project.

7.3 Changes to Instruments of Service 7.3.1 The Client accepts full responsibility for any changes made to any Instruments of Service without the prior written consent of the Consultant and shall indemnify and hold harmless the Consultant from any claims arising from use of such changed Instruments of Service.

8.0 Insurance and Liability

8.1 General Insurance Requirements 8.1.1 The Consultant shall obtain and maintain insurance policies as specified in Schedule C of this Agreement. 8.1.2 The above insurance policies shall be approved by the Client prior to commencement of the Services, and the Consultant shall provide the Client with satisfactory evidence of such insurance at any time upon request.

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

8.1.4 Should the Consultant neglect to obtain or maintain insurance as required under the Agreement, or to provide satisfactory evidence of such insurance to the Client upon request, the Client may elect to either secure such insurance, at the Consultant’s cost and without terminating the Agreement, in which event the Consultant shall reimburse the Client immediately upon demand for any costs reasonably incurred by the Client in that connection, or declare the Consultant to be in default, in which event the provisions of paragraph 10.1 shall apply.

8.2 Additional Insurance 8.2.1 If the Client for any reason requires the Consultant to obtain insurance in addition to that required under this Agreement, the Consultant shall use its best efforts to obtain such additional insurance. The Client will pay the premiums owing for such additional insurance.

8.3 Limits of Liability 8.3.1 In consideration of the provision of the Services by the Consultant to the Client under this Agreement, the Client agrees that any and all claims which the Client may have against the Consultant, its employees, officers, agents, representatives and Sub-Consultants in respect of the Services, howsoever arising, whether in contract or in tort, save and except for claims arising out of or in connection with any malicious act or malicious omission under paragraph 9.1.1, shall be absolutely limited to the amount of the insurance available at the date such claim is brought, including any deductible portion therein, provided that neither the Consultant nor any of its employees, officers, agents, representatives, nor Sub-Consultants has done anything to prejudice or impair the availability of such insurance. 8.3.2 In no event shall the Consultant be liable for any loss or damage occasioned by delays or other causes or circumstances beyond the Consultant’s reasonable control.

9.0 Indemnity 9.1.1 Notwithstanding the provision of any insurance coverage by the Client, and subject to paragraphs 8.3.1 and 8.3.2, the Consultant shall indemnify and save harmless the Client, its officers, employees, agents, successors, assigns, representatives, Contractors and Other Consultants from and against any losses, claims, damages, actions and causes of action, costs, expenses, judgements and proceedings arising out of or in connection with any error, or negligent or malicious act or omission, by the Consultant, or any of its officers, agents, representatives, employees or Sub-Consultants, except to the proportionate extent of any contributing negligent or wrongful act or omission of the Client, or any of its officers, agents, representatives, employees, Contractors or Other Consultants. The terms and conditions of this indemnity provision shall survive the completion of all Services and the termination of this Agreement for any reason.

10.0 Suspension and Termination

10.1 By Client Due to Default of the Consultant 10.1.1 If the Consultant is in default in the performance of any of the Consultant’s material duties and responsibilities under this Agreement, then the Client may, by written notice to the Consultant, require such default to be corrected. If within 5 Business Days after receipt of such notice, such default shall not have been corrected or reasonable steps to correct such default shall not have been taken, the Client may, without limiting any other right or remedy the Client may have, give a further written notice to the Consultant to terminate this Agreement. In the event of such termination the Client shall pay for the cost of the Services rendered and Disbursements incurred by

the Consultant pursuant to this Agreement and remaining upaid as of the effective date of such termination. Notwithstanding the above, the Client may deduct from amounts owing to the Consultant any reasonable additional costs and expenses incurred as a result of the Consultant’s default, and if the payments owing to the Consultant are not sufficient to cover such costs then the Consultant shall immediately pay the Client the shortfall. In the event of termination for default, Termination Expenses shall not be payable by the Client.

10.2 By the Consultant Due to Default of the Client 10.2.1 If the Client fails to make payment to the Consultant in accordance with this Agreement, then the Consultant may, by written notice to the Client, require that such default is corrected. If within 5 Business Days after receipt of such notice such default shall not have been corrected, or reasonable steps taken to correct such default, the Consultant may, without limiting any other right or remedy he may have, give a further written notice to the Client to terminate immediately this Agreement. In such event, in addition to any other rights or remedies the Consultant may have, the Consultant shall be paid by the Client for all Services performed and all Disbursements incurred pursuant to this Agreement and remaining unpaid as of the effective date of such termination, plus Termination Expenses. In the event of any other default by the Client, the Consultant shall only have the right to claim damages, but not the right to terminate this Agreement.

10.3 By the Client for Own Reasons 10.3.1 The Client has the right to suspend or terminate further performance of all or any portion of the Services at any time, for convenience or any other reason, by written notice to the Consultant. Upon receipt of such notice, the Consultant shall immediately discontinue the performance of the Services as instructed, whether being performed by the Consultant or any Sub-Consultants, except to the extent that those Services are reasonably necessary to comply with the Client’s instructions, and shall preserve and protect all work in progress and all completed work. Any contracts related to the Services entered into by the Consultant with the third party including a Sub-Consultant, shall, at the written consent of the Client, be assigned to the client. 10.3.2 In the event of suspension or termination under paragraph 10.3.1, the Client shall, in addition to any other rights or remedies the Consultant may have, pay the Consultant for that portion of the Services satisfactorily performed or completed to the date of the notice, including Disbursements incurred as provided under this Agreement, plus Termination Expenses.

10.4 By Mutual Consent 10.4.1 If the Project is terminated by mutual consent of the parties, the Consultant shall be paid by the Client for all Services performed, and for all Disbursements incurred pursuant to this Agreement and remaining unpaid as of the effective date of such termination, plus Termination Expenses.

10.5 By the Consultant Due to Client’s Suspension in Excess of 60 days 10.5.1 If the Services are suspended by the Client at any time for more than 60 calendar days, either consecutive or in the aggregate, through no fault of the Consultant, then the Consultant may, at any time until such suspension is lifted by the Client, give written notice to the Client of termination due to suspension. If within 15 Business Days after receipt of such notice, such suspension has not been lifted, the Consultant may, without limiting any other right or remedy the Consultant may have, give a further written notice to the Client to terminate this Agreement. In such event the Consultant shall be paid by the Client for all Services performed and for all disbursements incurred pursuant to this Agreement and remaining unpaid as of the effective date of such suspension, plus Termination Expenses.

10.6 Death or Incapacity 10.6.1 If a party to this Agreement is an individual and dies or becomes incapacitated before completing the Services under this Agreement, this Agreement shall automatically terminate as of the date of the said death or incapacity, and payment shall be made in accordance with this Agreement for the Services performed and Disbursements incurred pursuant to this Agreement and remaining unpaid as of the effective date of termination.

10.7 Failure to Engage Other Consultants or Sub-Consultants 10.7.1 If the Client does not give approval for the engagement of an Other Consultant or Sub-Consultant that under paragraph 3.2.1(e) the Consultant has advised the Client is necessary for the performance of the Services, then the Consultant may give 5 Business Days written notice of intended termination to the Client describing why the engagement of the Other Consultant or Sub-Consultant, as the case may be, is essential for the Consultant to perform the Services, and if the Client has failed or refused to engage the Other Consultant or Sub-Consultant then on further written notice to the Client the Consultant may terminate this Agreement.

11.0 Dispute Resolution

11.1 Purpose 11.1.1 The purpose of this paragraph is to establish a process whereby any dispute or difference of opinion under or in connection with this Agreement can be resolved in a fair, efficient and cost-effective manner.

11.2 Amicable Negotiation 11.2.1 Both parties shall use their best efforts to resolve any dispute or difference of opinion under or in connection with this Agreement by good faith amicable negotiations on a “without prejudice” basis, and shall provide frank, candid and timely disclosure of all relevant facts, information and documents to facilitate negotiations.

11.3 Mediation 11.3.1 If the dispute or difference of opinion is not resolved to the reasonable mutual satisfaction of the parties within 10 Business Days of the commencement of negotiations, or within such longer period as may be agreed to by the parties, the dispute or difference of opinion shall be submitted to mediation. Both parties agree not to make a request for arbitration or to commence litigation without first seeking agreement through the mediation process. 11.3.2 Mediation shall consist of structured, non-binding negotiations with the assistance of a mediator on a “without prejudice” basis. The mediator shall be appointed by agreement of the parties and shall be impartial and free from any actual or apparent conflict of interest. Failing such agreement, the mediator shall be appointed by the Executive Director of the Master Municipal Construction Document Association. 11.3.3 The costs of mediation shall be shared equally by both parties.

11.4 Arbitration or Litigation 11.4.1 If the dispute or difference of opinion is not resolved to the reasonable mutual satisfaction of both parties within 30 calendar days of the appointment of the mediator, or within such longer time as may be mutually agreed to by the parties, the dispute or difference of opinion may, upon the mutual written agreement of the parties, be submitted to binding arbitration in accordance with the laws of the Province of British Columbia. If the parties do not agree to arbitration, each party shall be free to commence litigation without further notice.

11.5 Disputed Fees 11.5.1 If the dispute relates to the Consultant’s fees or disbursements under this Agreement, the Client shall be entitled to withhold the amount of fees and/or disbursements which are in dispute and the balance of the fees and disbursements not in dispute shall be paid b the Client in accordance with this Agreement.

12.0 General

12.1 Notices 12.1.1 All notices under this Agreement shall be in writing and delivered by hand, fax or pre-paid registered mail to the recipient’s designated representative at the address set out on page 1 of this Agreement, and shall be considered to have been received:

i. Immediately upon delivery, if delivered by hand; or ii. Immediately upon transmission, if sent by fax, provided a confirmation has

been received; or iii. 3 Business Days from date of mailing, if sent by pre-paid registered mail.

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

12.2 Assignment and Successors 12.2.1 Neither party shall assign this Agreement, or any portion of this Agreement, without the prior written consent of the other party. 12.2.2 If a party to this Agreement who is an individual or partnership should desire to bring in a partner or partners, it may do so, and such a change shall not be deemed to be a breach of this Agreement, provided that the other party is first notified in writing. The new or altered entity so created shall be deemed a successor entity to share the benefits and obligations of this Agreement. 12.2.3 If a party to this Agreement is a partnership, and a partner thereof either dies or retires then the remaining partner(s) therein shall be deemed a new successor entity to share the benefits and obligations of this Agreement.

12.3 Rights and Remedies 12.3.1 The duties and obligations imposed by this Agreement and the rights and remedies available under this Agreement shall be in addition to and not in substitution

for any duties, obligations, rights and remedies otherwise imposed by or available at law or equity. 12.3.2 No action or failure to act by either party shall constitute a waiver by that party of any of its rights or remedies, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach under this Agreement.

12.4 Conflicts of Interest 12.4.1 The Consultant declares and confirms that it has no pecuniary or other interest in the business of any third party that would cause a conflict of interest or be seen to cause a conflict of interest in performing the Services. If any such conflict of interest occurs during the term of this Agreement, then the Consultant shall immediately declare it in writing to the Client and, at the direction of the Client, the Consultant shall promptly and diligently take steps in the satisfaction of the Client to resolve the conflict.

12.5 Independent Contractor 12.5.1 The Consultant shall be, and in all respects be deemed to be, an independent contractor and nothing in this Agreement shall be construed to mean that the Consultant is an employee of the Client, or that any joint venture or partnership exists between the Consultant and the Client.

12.6 Governing Law 12.6.1 This Agreement shall be interpreted and construed according to the Laws of British Columbia.

12.7 Headings 12.7.1 The headings included in this Agreement are for convenience only and do not form part of this Agreement and will not be used to interpret, define or limit the scope or intent of this Agreement.

12.8 Number 12.8.1 Unless otherwise specified, words importing the singular, include the plural and vice versa.

12.9 Enurement 12.9.1 This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective executors, administrators, successors and assigns.

12.10 Entire Agreement 12.10.1 This Agreement constitutes the entire agreement between the parties relating to the matters covered in this Agreement and supersedes al prior agreements, negotiations, understandings and representations between the parties, whether written or oral, relating to the subject matter hereof unless specifically provided otherwise in this Agreement.

12.11 Unenforceability 12.11.1 If any provision of this Agreement is found to be invalid, illegal or unenforceable, it shall be severed from this Agreement and any such severance shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement.

12.12 Conflicting Provisions 12.12.1 In the event of a conflict or ambiguity between a provision of Schedule D and another provision of this Agreement, including Schedules A, B, C or E of this Agreement, such other provision will prevail over the provision of Schedule D to the extent of the conflict or ambiguity.

13.0 Other Conditions See Schedule E IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first written above. Consultant (FULL LEGAL NAME OF CORPORATION, PARTNERSHIP OR INDIVIDUAL)

(AUTHORIZED SIGNATORY) (AUTHORIZED SIGNATORY) Client (FULL LEGAL NAME OF CLIENT) (AUTHORIZED SIGNATORY) (AUTHORIZED SIGNATORY)

RFP No. 1926 ENGINEERING CONSULTING SERVICES FOR COLLEGE HEIGHTS WATER SUPPLY & UTILITIES UPGRADES

SCHEDULE B

PRIME CONTRACTOR AGREEMENT

PRIME CONTRACTOR

AGREEMENT

Date: Meeting Location: Firm Name:

CITY OF NANAIMO Contract #:

Prime Contractor: Prime Contractor’s Superintendent: City’s Contract Representative: AGREEMENT The Prime Contractor:

Acknowledges appointment as Prime Contractor defined by WorkSafeBC OH&S Regulations Sections 20.2 and 20.3, and in the Workers’ Compensation Act, Sections 118 Clauses 1 and 2.

Understands the Owners duties as defined in the Workers’ Compensation Act, Section 119. Understands for any discrepancy establishing health and safety protocol, WorkSafeBC OH&S Regulation and/or the Workers’ Compensation Act (Part 3) shall prevail.

Acknowledges being informed of any known workplace hazards by the owner or owner’s delegate, by signing attached “Existing Known Hazard Assessment” form.

Shall communicate known hazards to any persons who may be affected and ensure appropriate measures are taken to effectively control or eliminate the hazards.

Shall ensure all workers are suitably trained and qualified to perform the duties for which they have been assigned.

Shall ensure or coordinate first aid equipment and services as required by WorkSafeBC OH&S Regulation.

Shall coordinate the occupational health and safety activities for the project. Assumes responsibility for the health and safety of all workers and for ensuring compliance by all workers with the Workers Compensation Act (Part 3) and WorkSafeBC OH&S Regulation.

Understands any WorkSafeBC violation by the Prime Contractor may be considered a breach of contract resulting in possible termination or suspension of the contract and/or any other actions deemed appropriate at the discretion of the City.

Understands any penalties, sanctions or additional costs levied against the Prime Contractor will be the responsibility of the Prime Contractor.

Accepts the following required documents shall be maintained and made available upon request from the City and/or WorkSafeBC Prevention officer at the workplace.

The documents required to be maintained and available by the Prime Contractor will include, but not be limited to:

All notices which the Prime Contractor is required to provide to WorkSafeBC as per WorkSafeBC OH&S Regulation.

Any written summaries of remedial action taken to reduce occupational health and safety hazards within the area of responsibility.

All directives and inspection reports issued by WorkSafe BC. Records of any incidents and accidents occurring within the Prime Contractor’s area of responsibility.

Completed accident investigations for any incidents and accidents occurring within the Prime Contractor’s area of responsibility.

On a construction workplace, these additional documents are required to be maintained and available by the Prime Contractor: • Records of all orientation and regular safety meetings held between contractors and their

workers, including topics discussed, worker names and companies in attendance. • Written evidence of regular inspections within the workplace. • Occupational first aid records. • Worker training records. • Current list of the name of a qualified person designated to be responsible for each

subcontractor (employer’s) site health and safety activities. • Diagram of the emergency route to the hospital. The following information must be provided to the City Contract Representative:

WorkSafeBC Notice of Project

WorkSafeBC Clearance Letter

Prime Contractor’s OH&S Safety Program

Prime Contractor’s OH&S Safety Program Document

First Aid Attendants:

Safety Supervisor:

Location of First Aid Station: Signature of Prime Contractor:

Signature of City Contract Representative:

EXISTING KNOWN HAZARD ASSESSMENT Discussion between the Prime Contractor and the City Contract Representative Date: Meeting Location: Prime Contractor: Prime Contractor Representative: City Contract Representative to make the Prime Contractor aware of any known extraordinary

pre-existing hazards peculiar to the contract. It is recognized the known pre-existing hazards identified may not be a comprehensive list and

due caution is always required. Use additional pages if necessary.

Identified Extraordinary Hazards Action required to eliminate or control hazards and ensure worker safety

Comment:

Comment:

Comment:

Prime Contractor Representative (signature)

City Contract Representative (signature)

Prime Contractor Representative (printed)

City Contract Representative (printed)