request for proposals total project management (tpm) part a · request for proposals total project...

Request for Proposals

Total Project Management (TPM)

Part A

General Terms and Conditions

Version 8.0 May 2015

Assignment Number: ___________

Ministry of Transportation Ontario

* RFP Version 8.0 consists of 3 Parts: Part A contains General Terms and Conditions, which is to be used in conjunction with Part B - Terms of Reference - Project Specific, and Part C – Forms and Tables.

RFP Part A – General Terms & Conditions Assignment Number _____________ Version 8.0 – May 2015

TABLE OF CONTENTS

Definitions .................................................................................................................................................. 1

Section 1: General Information and Instructions ....................................................................................... 2

1.1 The RFP Documents ................................................................................................................ 2

1.2 Relationship between the RFP Documents .............................................................................. 3

1.3 Submission of Proposals .......................................................................................................... 3

1.4 Proposal .................................................................................................................................... 4 1.4.1 Requirements from the Service Provider ................................................................................. 4 1.4.2 Requirements from the Joint Venture ....................................................................................... 5

1.5 Proposal Process Submission .................................................................................................. 6 1.5.1 Requirements from Proponents ................................................................................................ 6

1.6 Proposal Process Submission Time Schedule ......................................................................... 7

1.7 Proposal Clarifications .............................................................................................................. 7

1.8 Non-collusion ............................................................................................................................ 7

1.9 Proposal Evaluation Process .................................................................................................... 7 1.9.1 Phase I – Project Staffing and Organization ............................................................................ 7 1.9.2 Phase II – Technical and Financial Proposals ......................................................................... 8 1.9.3 Phase III / Award ...................................................................................................................... 9

1.10 Audits of Service Providers Work ........................................................................................... 10

1.11 Performance of the Service Provider ..................................................................................... 10

Section 2: Occupational Health and Safety Plan ..................................................................................... 11

2.1 Terms of Reference ................................................................................................................ 11

2.2 List of Designated Substances in Ministry Workplaces .......................................................... 12

Section 3: Conflict of Interest ................................................................................................................... 15

3.1 Conflict of Interest ................................................................................................................... 15

Section 4: Insurance Requirements ........................................................................................................ 16

4.1 Terms of Reference ................................................................................................................ 16

Section 5: Technical Standards and Specifications ................................................................................ 17

Section 6: Ministry Work and Reimbursable Services ............................................................................. 23

Section 7: Performance Appraisal Forms ................................................................................................ 24


Section 8: Quality Control ........................................................................................................................ 25

8.1 General ................................................................................................................................... 25

8.2 Quality Control (QC) Plan Process During Assignment ......................................................... 26 8.2.1 Prior to Signing the TPMA ...................................................................................................... 26 8.2.2 During the Assignment ........................................................................................................... 27

8.3 Special Requirements for Engineering Work ......................................................................... 27

Section 9: Dispute Resolution ................................................................................................................. 28

Section 10: Referee Process ..................................................................................................................... 28


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Definitions “Functional category” or “Category” refers to the broad disciplines including Advanced Traffic Management Systems, Bridge Engineering, Electrical Engineering, Highway Engineering, Drainage and Hydrology Engineering, Engineering Materials, Environmental, Foundations Engineering, Pavement Engineering, Surveying, Traffic Engineering, Value Engineering, Constructability Review, Transportation (Systems) Planning, Environmental Planning, Highway Planning as listed in the Ministry’s Registry, Appraisal and Qualification System (RAQS). “Contract”, “Assignment”, or “Agreement” means the written Total Project Management Agreement resulting from this Request for Proposal executed by the Ministry and the Service Provider as explained in Section 1.2. “Joint Venture” is a collaborative undertaking by two or more firms for which the participant firms are equally (both jointly and individually) responsible. “Ministry” or “MTO” refers to the Ontario Ministry of Transportation. “Preferred Proponent” is the entity that is selected by the Ministry to enter into the TPMA. “Principal” is an individual in a firm who possesses the legal responsibility for its management (owner, partner, officer, administrator, etc.). The Principal must be identified by the firm as one of the Key Contact/Alternate Contact in RAQS under General Information. “Proponent” includes firms qualified in the Prime Specialty for this Assignment that submits or intends to submit a proposal in response to this RFP prior to the specified submission closing dates. “Proposal” refers to documents Proponents submit in response to this RFP. “Project Key Staff” is an individual that will perform the key requirements, provide direction, assigns work and carry out the project management functions within the Specialty(ies) and / or for this Assignment on the overall. The Project Key Staff may/ may not be Key Personnel registered in the Ministry’s RAQS. “RAQS” refers to the Registry, Appraisal and Qualification System. “RFP” or “Request for Proposal” means the process and RFP documents described in Section 1. “Service Provider” refers to the successful Total Project Management Service Provider for this Assignment, also identified as the Prime firm under the RAQS Prime Specialty. “Sub-Service Provider” refers to a firm or individual that has been hired by the Prime firm to perform specific tasks of this Assignment. “Specialty” refers to a Work Type under a Category in RAQS. Firms are registered under specific specialties in RAQS. “Specialization” refers to primary technological capability of a Project Key Staff. The academic degree, professional registration, certification and / or extensive experience in a particular field of practice normally reflect an individual’s primary technical expertise or the specialization in that area. “TPM” refers to Total Project Management. “TPMA” refers to the Master Legal Agreement, Total Project Management Agreement. “Agreement Administrator” refers to the Ministry’s TPM Agreement Administrator, including the Project Manager; or Area Contracts Engineer; or Contract Services Administrator as specified in this RFP.


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Section 1: General Information and Instructions

1.1 The RFP Documents

The purpose of the RFP process is for firms to issue Proposals to furnish professional and technical services for this Assignment using the TPM Approach. The RFP Documents include: Part A: General Terms and Conditions

o Includes work plans, technical specifications, procurement rules, evaluation and selection process,

and related conditions. Part B: Terms of Reference - Project Specific

o Includes project specific requirements for this assignment, including details and requirements for

deliverables, schedules, and related details.

Part C: Forms and Tables Master Legal Agreement: Total Project Management Agreement (TPMA)

Proponents can rely on the accuracy of the information provided, within the limitations as stated in Part B Sections 15, 16, 17, 19 and 20 or as otherwise advised by the Ministry prior to the submission closing dates. Proponents must determine the sufficiency of the information presented and identify/obtain any additional information, and perform any studies, analysis or investigations as deemed necessary in order to deliver the requirements of this Assignment. In the event of conflicts or inconsistencies, documents with the most recent date shall prevail. All requirements including designs, documentation, plans and information viewed or provided to Proponents in connection with this RFP are the property of the Ministry and must be treated as confidential and not used for any purposes other than replying to this RFP and the fulfillment of the contract. Upon request of the Ministry, all original, designs, documents, plans and information shall be returned to the Ministry. Addenda to the RFP Documents The Ministry may, in its sole discretion, amend or supplement the RFP Documents prior to this assignment’s submission Phases I or II closing dates. The Ministry shall issue changes to the RFP Documents by Addenda only. No other statement, whether oral or written, made by the Ministry shall amend the RFP Documents. Section 1.5.1 outlines the responsibility of Proponents regarding addenda.


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1.2 Relationship between the RFP Documents

The Service Provider’s Proposal and this Assignment’s RFP (including addenda issued by the Ministry as explained in Section 1.1) will be appended to the TPMA. Their combined sections will become the Schedules to the TPMA. This combination will represent the document signed by the Ministry and the Service Provider and shall form the contract between the Ministry and the Service Provider. Sections in Parts A, B and C of this RFP document correspond with the Schedules to the TPMA, listed in Section 1.4 of the TPMA.

1.3 Submission of Proposals

Proponents responding to this RFP will submit their Proposals in the three (3) Phases described below: Phase I: Project Staffing and Organization Phase II: Technical and Financial Proposal Phase III and Award

All Proponents approved in the Prime Specialty identified in Part B – Section 11.1 are invited to submit Proposals during Phase I. Detailed submission of Proposal requirements for Phases I, II and III shall be in accordance with the project specific details outlined in Part B of this RFP. The Ministry will complete its Phase I evaluation of Proposals, as outlined in Section 1.9, and will shortlist three (3) to five (5) firms who will be invited to complete Phase II Proposals. or (if using Value Base Selection/City of London procurement model): The Ministry will complete its Phase I evaluation of Proposals, as outlined in Section 1.9, and will shortlist up to five (5) firms who will be invited to complete Phase II Proposals. Based on Phase II Proposals, the Ministry will select a firm who will be the Preferred Proponent. Only the Preferred Proponent will submit the Phase III submission requirements. Failure to submit by the time and date specified in Part B, Section 11.2, shall result in disqualification of the Proposal. Late Proposals will not be accepted and will be returned unopened. Each Proponent alone bears the responsibility for delivery of the Proposal to the address in Part B, Section 11.3, by the stipulated closing date and time. The Ministry will not be responsible for Proposals which are delivered to the mailroom, security or to any other Ministry location and which do not arrive at the specified address before the closing date and time. The Ministry offices are open to receive Proposals between 8:30 a.m. and 5:00 p.m. Monday to Friday (excluding Civic Holidays). Proposals will be dated and time stamped upon receipt. All Proposals must be signed in all forms and areas specified. No fax transmissions will be accepted. All pages of the Proposal (excluding staff resumes) shall have a header clearly indicating the Proponent’s Name and Assignment Number. Proposals submitted after the submission closing date/time will be returned unopened to the respective Proponent. No alteration to the Proponent’s Proposal will be accepted after the Proposal submission Due Date, except as provided for herein. A Proposal may be withdrawn by a Proponent by means of a written


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request delivered to the address listed in Part B, Section 11.3 prior to the Proposal Submission’s Due Date and Time (hh:mm:ss). Each Proposal must be marked on the outside using the following format: Agreement Administrator (MTO): Project Name/Location: GWP Number: Assignment Number: Service Provider's name and address: Date: “CONFIDENTIAL” Phase I Proposals are considered valid for short-listing for a period of six (6) months after the Phase I Proposal submission due date. In case the short-listing is not completed within the above timeline, the Phase I competition may be cancelled. Phase II Proposals are valid for ninety (90) days from the Phase II Proposal submissions due date, unless all Proponents explicitly agree in writing to extend their Proposals for a longer period. Proponents may only submit one (1) Phase I Proposal where they are identified as the Prime firm under the RAQS Prime Specialty listed in Part B - Section 11.1. A Joint Venture is limited to one (1) Phase I Proposal. A firm in a Joint Venture may form a Joint Venture with another firm and can provide a Proposal under that Joint Venture. A Sub-Service Provider can become a Sub-Service Provider to another Prime firm or to a Joint Venture during the Phase I Proposal process.

1.4 Proposal

1.4.1 Requirements from the Service Provider

In submitting a Proposal, the Service Provider may not subcontract the following services, which must be provided by the Service Provider: Project Management for this Assignment Quality Control for this Assignment Sub-contracting by the Service Provider shall not be construed to relieve the Service Provider from any obligation under this Assignment or impose any liability upon the Ministry. Nothing contained in the Assignment documents shall create a contractual relationship between a Sub-Service Provider and the Ministry.


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1.4.2 Requirements from the Joint Venture

“Joint Venture” is a collaborative undertaking by two or more firms for which the participant firms are equally and fully (both jointly and individually) responsible. For a Joint Venture, the following information must be provided: Undertaking that the Service Providers in a Joint Venture will be working as equal partners for the

purposes of this Assignment.

Specialties / areas of work that each individual Service Provider will be responsible for. Lead firm for the Ministry contact for the purposes of this Assignment. The Ministry will deal with the

Lead firm on the contractual matters. Name, title and telephone number of the Principal of the Lead firm who will serve as the Contact for

the project. The Principal must have been identified as one of the Contacts / Alternate Contacts in RAQS and empowered to sign the TPMA with the Ministry and make decisions on behalf of the for the Service Provider firm on contractual matters.

As a minimum, one firm among the Joint venture firms is approved in RAQS for the Prime Specialty

identified in Part B – Section 11.1 and the Key Personnel approved for that Specialty are currently available within the firm. The Prime firm is approved in at least the Prime Specialty.

The firm approved in RAQS in the Prime Specialty has their Quality Control Core Plan approved in

RAQS. The same firm has an approved Quality Control Generic Category Plan in RAQS for the Category where the Prime Specialty for this Assignment is located.

Where the Quality Control Core and Generic Category Plans of any Sub-Service Providers for this

Assignment are not already approved, the Lead firm undertakes to submit their QC Core, Generic Category and Supplementary Specialty Plans.

Each Service Provider in a Joint Venture is responsible for the delivery and quality of work for the purposes of this Assignment.

The Lead Service Provider is responsible to administer the accepted Quality Control Plan, including

the Plans for all Categories. The lead Service Provider is responsible for timely submission of all Plans required and the Milestone Quality Reports (Quality Audit) to the Ministry’s Project Manager.

At the award of an Assignment, the TPMA shall be signed by and shall be binding on all Service

Providers. All provisions and obligations of the TPMA shall apply equally to all Joint Venture Service Providers. All Service Providers shall receive the same Performance Appraisal. In case of a breach of Agreement, all the Service Providers may receive infraction report / financial consequence (s).

Both Service Providers are responsible for a completed and signed Declaration for No Conflict Of

Interest. Each firm in a Joint Venture will receive Performance Appraisal for this Assignment.


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1.5 Proposal Process Submission

1.5.1 Requirements from Proponents

A Proposal will be submitted on the basis of the requirements of this RFP, the Proponent’s further investigation and careful consideration for this project and reference documents supplied by the Ministry. Each Proponent shall be solely responsible for examining all the RFP documents, including any addenda issued during the RFP period, and shall be deemed to have satisfied itself of the sufficiency of its Lump Sum Price for the Services. By submitting Proposals, Proponents authorize the Ministry to conduct reference checks. Each Proponent shall review all the RFP documents, and shall promptly report and request for clarification of any discrepancy, deficiency, ambiguity, error, inconsistency or omission contained therein. Where such a request results in a change to the requirements of this RFP, the Ministry will prepare and issue an addendum to this RFP. The Ministry will distribute to all Proponents all questions and clarifications regarding the RFP. It is not the intent of the Ministry to distribute to all Proponents any information on what the Ministry may consider as innovative ideas put forward by a Proponent. The Ministry reserves the right to answer questions of technical nature, at its discretion, during the Request for Clarification process of Phases I, II or III. Proponents shall not make verbal inquiries of Ministry staff with respect to this RFP. Information given orally by Ministry staff will not be binding on the Ministry, nor will it be construed as a factor in the evaluation of the Proposals. The Ministry reserves the right to revise this RFP up to the Phase II Proposal submission Due Date. All Proposals shall be prepared by and at the expense of the respective Proponent. Any staff changes after the submission of Phase I Proposals will require written approval from the Ministry, prior to any such change and with five (5) business days of receipt of the Proposal. The qualifications and experience of the staff proposed for replacement must be equivalent or better than the staff identified in the Phase I Proposal. Staffing substitutions prior to MTO completing the evaluation of Phase II may result with the Ministry rescoring the Proponents of Phase I Proposals. Should proposed staff substitutions not be equivalent or better than the staff identified in Phase I Proposals, the Service Provider and/or Proponents may be disqualified. Substitutions after the award of the contract that do not comply may result in the termination of the contract with the Service Provider.


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1.6 Proposal Process Submission Time Schedule

The Ministry reserves the right to modify the schedule, or cancel this RFP for any reason without incurring any liability for costs, losses or damages incurred by any firm invited to participate in the Proposal phase. The Ministry reserves the right to extend the dates specified in Section 11.2 for Phases II or III, at its discretion, without prejudice.

1.7 Proposal Clarifications

The Ministry reserves the right to seek any proposal clarification and supplementary information relating to a clarification regarding the Proponent’s Phases I or II Proposal after the respective Proposal Due Date. Proponents are responsible to provide their written clarification(s) within three (3) Business Days. The Ministry reserves the right to accept or reject any written clarification(s) submitted by Proponents. The purpose of the clarification(s) is not to alter the content of the original submission and/or Lump Sum Price. The response received by the Ministry from a Proponent shall, if accepted by the Ministry, form an integral part of that Service Provider's proposal. In the event that the Ministry receives information at any stage of the evaluation process which results in earlier information provided by the Proponent being deemed by the Ministry to be inaccurate, incomplete or misleading, the Ministry reserves the right to revisit the Proponent’s compliance with the Mandatory Requirements and/or adjust the evaluation or scoring of the Phases I and/or II Proposals. The Ministry reserves the right to interview any or all Service Providers to obtain information about or clarification of their proposals.

1.8 Non-collusion

Proponents shall not discuss or communicate with any other Service Provider about the preparation of their Proposals. Each Service Provider shall participate in the RFP process fairly and without collusion or fraud.

1.9 Proposal Evaluation Process

1.9.1 Phase I – Project Staffing and Organization

The Proponent’s Phase I Proposals shall comply with the project specific requirements as specified in Part B Section 14. Each Phase I Proposal will first be examined to determine if it meets the Mandatory Requirements (has the information been submitted in the manner specified in Part B and all the requirements of Part A and B have been satisfied). A determination of non-compliance (omitted or unacceptable items) may result in disqualification of the submission from further consideration. Proponents understand and agree that the Ministry may, if deemed necessary, verify any information provided in any Proposal. It must be clearly understood that if there is any evidence of misleading or false information having been given, the Ministry may, in its sole discretion, reject the Proposal.


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The qualified Proposals will be evaluated based on a weighting of 50% for the Project Staffing and Organization Proposal and 50% for the Service Provider’s Corporate Performance Rating (CPR). Each of the criteria indicated above are rationalized out of 100 points, multiplied by the relative weights and summed to provide an overall scoring for each Proponent. The Ministry will then short-list three (3) to five (5) firms based on the overall scoring to submit Proposals for Phase II of the RFP process. If using Value Base Selection/City of London procurement model: The qualified Proposals will be evaluated based on a weighting of 50% for the Project Staffing and Organization Proposal and 50% for the Service Provider’s Corporate Performance Rating (CPR). Each of the criteria indicated above are rationalized out of 100 points, multiplied by the relative weights and summed to provide an overall scoring for each Proponent. The Ministry will then short-list up to five (5) firms based on the overall scoring to submit Proposals for Phase II of the RFP process. Scores for the Proponents’ Phase I Proposal will be carried forward into the evaluation of Phase II. Staffing substitutions prior to MTO completing the evaluation of Phase II may result with the Ministry rescoring of the Proponent’s Phase I Proposals or disqualification of the Proponent’s Phase II Proposal.

1.9.2 Phase II – Technical and Financial Proposals

The Phase II Proposal is to consist of two (2) envelopes as further described in Part B - Section 11.3.2. Envelope #1 will contain the Technical Proposal and Envelope # 2 will contain the Financial Proposal. In case of the submission of an Innovation Proposal(s), additional envelopes will be required. Upon receipt of each Phase II Proposal submission, the Ministry will separate the two (2) envelopes. The Financial Proposal will remain sealed until the Technical Proposal (Phase II) evaluations are completed.

Each Proposal will first be examined to determine if it meets the Mandatory Requirements (has the information been submitted in the manner specified in Part B – Phase II and all the requirements of Part A and B have been satisfied). A determination of non-compliance (omitted or unacceptable items) may result in disqualification of the submission from further consideration, in which case the Financial envelope will be returned to the Proponent unopened. Proponents understand and agree that the Ministry may, if deemed necessary, verify any information provided in any Proposal. It must be clearly understood that if there is any evidence of misleading or false information having been given, the Ministry may, in its sole discretion, reject the proposal. Where the results of the Technical Proposal evaluation indicate an acceptable submission, the Financial Proposals pertaining to that submission will be opened. The Financial Envelopes of qualified Proposal submissions will be examined to confirm the requirements and that the information being submitted in the manner specified in Part B – Phase II has been met. A determination of non-compliance may result in the disqualification of the submission from further consideration. The scores from the Proponents’ Phase I Proposals will be carried forward and included with the scores from their Phase II Proposals. The qualified Proposals will be evaluated based on a weighting of 40% for the Technical Proposal, 50% for the Service Provider’s Corporate Performance Rating (CPR) and 10% for the Service Provider’s Total Competitive Cost. Each of the criteria indicated above are rationalized out of 100 points, multiplied by the relative weights and summed to provide an overall scoring for each Service Provider. The selection is on the basis of overall score and ranking. Prior to signing the TPMA, any additional clarifications required of the Proposal will be resolved with the Service Provider.


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If using Value Base Selection/City of London procurement model: The qualified Proposals will be evaluated based on a weighting of 50% for the Technical and Management Proposal and 50% for the Consultant’s Corporate Performance Rating (CPR). The Proponents’ bid prices for the Assignments will be averaged. Each of the criteria indicated above are rationalized out of 100 points, multiplied by the relative weights and summed to provide an overall scoring for each Proponent. The price of the highest-ranking submission is compared with the average of the prices submitted. If the price of the highest-ranking submission is less than or equal to the Average Price plus 10%, the firm is awarded this Assignment. If the price of the highest-ranking proposal is greater than the Average Price plus 10%, a determination is made as to whether the extra quality of the highest-ranking submission justifies the extra price relative to the second highest-ranking submission. If not, then the second highest-ranking submission is compared to the third highest-ranking submission, and so on until the winning Service Provider is determined.

1.9.3 Phase III / Award

Once notified by the Ministry, the Preferred Proponent will have up to five (5) business days to complete and submit the Phase III requirements. Failure to provide the Phase III requirements in a form and within the timeframe specified may result in disqualification of the Preferred Proponent. The award of an Assignment to the Preferred Proponent is subject to the required Ministry approvals. The award of this Assignment will only be made in writing. The Preferred Proponent will be required to enter into and duly execute a written contract with the Ministry in the form attached hereto or referenced herein within seven (7) Business Days or such longer time period as is referred to in the written notice given by the Ministry that the contract is ready for execution. The Service Provider shall submit to the Ministry, the Quality Control of TPM Services Plan as described in Section 8. In the event that a Preferred Proponent fails to enter into and duly execute the written contract within the prescribed time, the Ministry reserves the right, at its sole discretion, exercising reasonably, to award this Assignment to another Proponent, not to accept any Proposal, or to call for a new Proposal, and the defaulting Preferred Proponent shall be liable for all losses, damages, costs and expenses (including consequential losses and damages, and legal fees on a solicitor and client basis) suffered or incurred by the Ministry as a direct or indirect result thereof, including but not limited to any increase in the price of performance over the price submitted by the defaulting Preferred Proponent in its Proposal. Once this Assignment’s TPMA has been signed with the Service Provider, the Ministry, when requested, will debrief each Proponent at the Ministry’s date and time of preference, relative to each Proponent’s Proposal evaluation results for Phases I, II and III. The Ministry will consider all Proposals as confidential. The Ministry will, however, have the right to make copies of all Proposals received for its internal review process. Any innovative ideas expressed in any unsuccessful Proposal shall be considered proprietary to the respective Respondent. In the event that any Proposal is not accepted, the Ministry will not be liable for any costs or damages incurred by any Proponent including, without limitation, any expenses incurred in the preparation and submission of the Proposal.


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1.10 Audits of Service Providers Work

Any audits performed pursuant to Article 3 of the TPMA will be used in the assessment of the Service Provider’s performance. The Ministry, or its delegate, reserves the right to visit the office of the Service Provider or Sub-Service Provider(s), including laboratory-testing facilities, if required, to conduct an independent audit of the work currently completed. The Service Provider shall maintain this Assignment’s records in accordance with Article 11 of the TPMA. The Service Provider will make Assignment records available to the Ministry staff at the time of such audits. Any audits performed may be used in the assessment of the Service Provider’s Performance.

1.11 Performance of the Service Provider

The Ministry will monitor the timeliness and quality of the services / deliverables over the course of this Assignment. The monitoring may involve items such as adherence to technical standards, value for money, adherence to the Quality Control of TPM Services Plan and the Terms of References. Effective January 1, 2001, the Ministry has implemented performance based selection approach for Engineering and Related Services Assignments. Past performance is applied in the selection of Service Provider for future work. The Service Provider will receive performance feedback and Performance Appraisal(s) for this Assignment. An Appraisal may be Interim, Annual or Final. Approved appraisal in RAQS will be used in calculating a firm’s CPR (Corporate Performance Rating). The following rules apply for using RAQS Appraisal Ratings: An Assignment with a duration of less than two (2) years will receive a Final Appraisal; An Assignment with a duration of two (2) – to two and a half (2.5) years will receive an Interim and

Final Appraisal; and An Assignment with a duration greater than two and a half (2.5) years will receive Annual and Final

Appraisals. Upon receipt of an Interim Appraisal, the Service Provider will be allowed twenty-one (21) calendar days to sign and concur with the Final Appraisal or request a review. If the Service Provider does not respond within the twenty-one (21) calendar day deadline, the appraisal as issued, will be considered approved. Only the approved Interim, Annual and Final appraisals will be applied in CPR. For joint Assignments (for example: Planning and Preliminary Design or Detail Design and Construction Administration) separate Performance Appraisal will be issued for each component of the Assignment. A separate Corporate Performance Rating (CPR) is calculated for Planning, Engineering, Construction Administration, Area Materials Testing and Small Value Assignments. For additional information refer to the latest version of Ministry’s document “Consultant Performance and Selection System, Consultant Reviews and Consultant Infraction Reports, Procedures Guide” and “Consultant Performance Appraisals Procedure Guide” which are available at www.raqs.mto.gov.on.ca in the section of Consultant Performance and Selection System (CPSS).


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Section 2: Occupational Health and Safety Plan Only the Preferred Proponent for this assignment shall be required to submit an Occupational Health and Safety Plan. The Occupational Health and Safety Plan shall be included as part of the successful Service Provider’s Phase III submission requirements. The OHSA Statutory Declaration Form to be submitted in Phase III can be found in Part C. Failure to supply as satisfactory Occupational Health and Safety Plan and OHSA Statutory Declaration Form will result in disqualification of the Service Provider. The Terms of Reference and the Successful Service Provider’s Occupational Health and Safety Plan shall become Schedule 9 tom the TPMA. Only the preferred Service Provider of this Assignment shall be required to submit an Occupational Health and Safety Plan. The Occupational Health and Safety Plan shall be included as part of the Service Provider’s Part III submission. The OHSA Statutory Declaration Form to be submitted in Part III can be found in Part C. Failure to supply as satisfactory Occupational Health and Safety Plan will result in disqualification of the Service Provider. The Terms of Reference and the Successful Service Provider’s Occupational Health and Safety Plan shall become Schedule 9 to the TPMA.

2.1 Terms of Reference

The Service Provider is to adhere to the requirements of Article 4.12 of the TPMA regarding Occupational Health and Safety. The Ministry of Labour ("MOL") has indicated that in some cases, certain engineering work may constitute "construction" work for the purposes of the OHSA. The successful Service Provider is advised that it shall be required to review its work activities to achieve compliance with the OHSA and applicable construction regulations. The contractor shall execute the terms of the contract in strict compliance with the OHSA and the applicable regulations there under. The successful Service Provider is advised that it shall be required to review its work activities to achieve compliance with the OHSA and applicable regulations with respect to traffic hazards and to reference The Ontario Traffic Manual Book 7 - Temporary Conditions, Office Edition for further direction on traffic control. In accordance with Section 30 of the OHSA, the Ministry is providing in Section 2.2 below, a list of Designated Substances present in Ministry workplaces. The Service Provider will be responsible for meeting all of the obligations under the OHSA and all applicable regulations. This includes but is not limited to, the duties to: provide a safe workplace; provide information and educate the workers on workplace hazards; appoint a competent supervisor; prepare and provide a health and safety policy; implement a comprehensive health and safety program to support the policy; and take every reasonable precaution to protect the health and safety of workers. The Service Provider shall: i) Provide advance notice of the proposed starting date and time, estimated duration, and location

of the work to:

a) The Ministry Contract Services Administrator, b) The Ministry Area Contracts Engineer, c) The Ministry Project Manager, and d) The Ministry Regional Contracts Engineer


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ii) make reasonable efforts so that work does not start, or must stop, if another Service Provider is

working in the area. An alternate schedule is to be worked out with the Ministry such that their work does not create hazards that impact another Service Provider; and

iii) make reasonable efforts so that work is not carried out near or within the confines of a

construction project without Ministry approval and direction as to not implicate the Ministry as a constructor for the purposes of the OHSA

The proposed Occupational Health and Safety Plan shall outline the Service Provider’s general approach to Occupational Health and Safety. As a minimum in the proposal, the Service Provider’s Plan shall include:

a) a signed Occupational Health and Safety Statutory Declaration Form, Part C - Section 23 certifying

that the signatory fully understands and intends to fulfill its obligations as “employer” as prescribed in the OHSA and its regulations;

b) a valid corporate Health and Safety Policy as prescribed in the OHSA.

c) a description of the hazards inherent to the work of this Agreement and a description of how these

hazards will be managed in compliance with the OHSA and all applicable Regulations;

d) a description of what provisions it has put (or will put) in place for providing an adequate number of supervisors and that they all satisfy the definition of "competent" as prescribed in the OHSA;

e) an indication of whether a Preventative Maintenance Program for equipment is available (if required); f) a description of traffic control provisions, specific to the contract, which demonstrate that the Service

Provider is aware of relevant traffic standards and their obligations and responsibilities under the OHSA to provide for public and employee safety for this Assignment;

g) a description of what information and instructions shall be provided to employees so that all

employees are informed of the hazards inherent in the Work and understand the procedures for minimizing the risk of injury or illness;

h) procedures for (i) responding to OHS issues identified by MTO; (ii) managing orders from Ministry of

Labour (MOL); (iii) fulfilling MOL notification for critical injuries and fatalities; and (iv) notifying MTO of critical injuries/fatalities and MOL orders;

i) a list of MOL orders that have been issued to the Service Provider within the past five (5) years and

any conviction for OHSA violations if applicable

2.2 List of Designated Substances in Ministry Workplaces

Ontario Regulation 490/09 lists the following eleven Designated Substances: Acrylonitrile, Arsenic, Asbestos, Benzene, Coke Oven emissions, Ethylene Oxide, Isocyanates, Lead, Mercury, Silica, Vinyl Chloride. Of the above, MTO is aware that Silica, Lead, Asbestos and Arsenic were widely used in highway and bridge construction in the past and may be present within the project limits. In addition, there is a possibility that Benzene may be present in certain coating materials (such as coal tar epoxy) or as a result from a spill or from contamination from an adjacent property.


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The remaining Designated Substances are not likely to be encountered in typical construction or maintenance activities of MTO infrastructure. Acrylonitrile and Vinyl Chloride are in Acrylonitrile Butadiene Styrene (ABS) and Polyvinyl Chloride (PVC) materials but are not considered Designated Substances once they have been polymerized and therefore do not need to be identified. In accordance to the Occupational Health and Safety Act, R.S.O. 1990, c. 0.1, Proponents are advised of the presence of the Designated Substances presented in Table 2-3 to which the Service Provider may be exposed when working at the specified locations or while the specified work activities are being undertaken. Table 2-3 Designated Substances In Ministry Workplaces

Designated Substance

Location or Work Activity

Silica

Handling sand or gravel. Handling road sweeping materials.

Silica will be present on all projects. Present throughout the working area including, but not limited to, asphalt, concrete, and granular materials.

Lead Lead is assumed to be present in the epoxy coating on the reinforcing steel within the concrete deck and the work shall be performed as though lead is present.

Asbestos on Construction Projects and in Buildings and Repair Operations (O. Reg. 278/05)

Patrol yard building materials (i.e., pipe insulation, ceiling/beam insulation, ceiling tiles, acoustic wallboards, floor tiles, ducts in bridges, etc.).

Located on the X Bridge in the Bearings identified as Transite Board. Material is non-friable. Reference report “Asbestos Analysis for the X Bridge” dated May 2013 and included elsewhere in the Contract Documents.

The conduit in the sidewalk of the bridge is assumed to contain asbestos and is assumed to be non-friable; however it shall be re-assessed when the material is exposed.

Asbestos may be found in some pavements, bridges, culverts, buildings, and electrical works:

- Asbestos may be found in conduits/ducts, bearings as well as in coatings found on structures and culverts.

- Asphalt Coated Asbestos Protected Corrugated Steel Culverts have been used in some projects.

- Asbestos may also be present as insulation and in numerous other building materials in existing buildings. Examples include: caulking, drywall joint compound, tiles, etc.

- Asbestos was used as a hot mix additive in some trials. - Asbestos cement pipes may also have been used.

Mercury

Manometers, thermometers or other pressure or temperature sensing devices may contain mercury.

Steel Structure coatings may contain small concentrations of mercury.

Mercury is not likely to be encountered as mercury vapour lamps have been replaced with high pressure sodium and LED for illumination.

However mercury may be present in some electrical equipment and mercury vapour is present in fluorescent light tubes and other types of light fixtures in buildings.

Arsenic

Steel Structure coatings may contain small concentrations of arsenic.

May be found in pressure treated lumber (e.g. sign supports and some guiderail posts) and some steel structure coatings.

Benzene Benzene may be present in certain coating materials such as coal tar epoxy. Benzene may also be encountered in or adjacent to abandoned fuel storage facilities.


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Designated Substance

Location or Work Activity

Vinyl Chloride, Coke Oven Emissions, Ethylene Oxide, Acrylonitrile and Isocyanates

Vinyl Chloride, Coke Oven Emissions, Ethylene Oxide, Acrylonitrile and Isocyanates are not normally present on MTO construction projects.


15

Section 3: Conflict of Interest

3.1 Conflict of Interest

Each Proponent or member of a Joint Venture must include in its Phase I Proposal confirmation of the following: a) That the Proponent does not and will not have any conflict of interest (actual or potential) in

submitting its proposal or, if selected, with the contractual obligations of the Service Provider as the Service Provider under this Contract. Where applicable, a Service Provider must declare in its Proposal any situation that may be a conflict of interest in submitting its Proposal or, if selected, with the contractual obligations of the Service Provider as the Service Provider under this Contract; and

b) That neither Proponents have nor have access to any Confidential Information as defined below:

“Confidential Information” refers to confidential information of the Ministry (other than confidential information which is disclosed to Proponents in the normal course of the Request for Proposal); the Confidential Information is relevant to the Services required by the Request for Proposals, their pricing or the Request for Proposal evaluation process; and the disclosure of which could result in prejudice to the Ministry or an unfair advantage to Proponents.

The Proposal of any Proponents will be disqualified where Proponents fail to provide confirmation of the foregoing or makes misrepresentations regarding any of the above. Further, the Ministry shall have the right to rescind any Contract with the Service Provider in the event that the Ministry, in his/her sole discretion, determines that the selected Service Provider has made misrepresentation regarding any of the above, in addition to or in lieu of any other remedies that the Ministry has in law or in equity.

The Certification of No Conflict of Interest and Conflict of Interest is to be included in the Proponent’s Phase I Proposal. The Proposal must also include a statement regarding Conflict of Interest, which is located in Part C – Forms and Tables. The Proponent is to return either the completed:

Certification - No Conflict of Interest (Part C - Section 24.1); or Certification - Conflict of Interest (Part C - Section 24.2) If there are changes to the Proponent’s Conflict of Interest Certification between the submission of the Phases I and II Proposals, Proponents shall include in their Phase II Proposal a resubmission of the Certification forms. If there are no changes in the status of the Proponent’s Conflict of Interest Certification, no resubmission of the Certification forms are required within their Phase II Proposal.


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Section 4: Insurance Requirements

4.1 Terms of Reference

The project insurance requirements are described in Article 15 of the TPMA. The Service Provider including each firm of a Service Provider Joint Venture on or before execution of the TPMA requires proof of insurance. The Service Provider shall deliver or cause to be delivered to the Ministry evidence of the insurance required to be maintained pursuant to TPMA subsections 15.1(a), (b) and (c), on or before the execution of this Agreement. The Service Provider shall deliver or cause to be delivered to the Ministry evidence of the insurance required to be maintained pursuant to TPMA subsection 15.1(d) within a reasonable period of time following the identification of its need, and approval as to form and content by the Ministry, all in accordance with TPMA subsection 15.1(d). The Service Provider shall provide or cause to be provided evidence of the extension of such insurance to the Ministry forthwith upon its receipt by the Service Provider and prior to the expiration of any then current policy, and shall deposit or cause to be deposited promptly with the Ministry a certificate of insurance and subsequent renewals of such insurance (or, at the option of the Ministry, a certified copy thereof). Delivery to and examination by the Ministry of any policy of insurance or certificate thereof or other evidence of insurance shall in no way relieve the Service Provider of any of its obligations pursuant to the provisions of the TPMA Article 15 and shall in no way operate as a waiver by the Ministry of any of its rights.

The preferred Service Provider for this Assignment should submit the Certificate of Insurance Form during Phase III (Part C – Section 23) nonetheless must abide by the insurance requirements in the TPMA Article 15.


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Section 5: Technical Standards and Specifications

Section 5 shall become Schedule 11 to the TPMA. This Project shall be carried out, designed and constructed in accordance with the Part B Terms of Reference – Project Specific requirements outlined in this RFP, the Ministry's current directives, accepted standards, specifications, practices, policies and procedures, and Regional Memoranda. The Technical Standards and Specifications define the standards to be used in the design and contract administration, and the minimum quality for materials that shall be specified. In the event of any conflict or inconsistency between documents, documents with the most recent date shall prevail. The applicable standards and specifications include but are not limited to the following documents: Table 5-1 Current Standards and Specifications: Planning/Engineering

Document Distributor

Abbreviation and Symbols Manual

Publications Ontario Order By Phone: 1-800-668-9938 or

(416) 326-5300 or online at: http://pubont.stores.gov.on.ca/

pool

AutoCAD Drawings Structural Library Publications Ontario AutoCAD Standards Guide (Link) Publications Ontario

AutoCAD / Civil 3D Template and Guide for Engineering Surveys http://www.xfer.mto.gov.on.ca/

PTASapps/index.htm and MTO on-line Library

Bailey Bridge Manual Publications Ontario Bridge Clearance and Load Restriction Manual Publications Ontario Canadian Bridge Analysis System (CANBAS) Input Instruction Manual, latest version

Publications Ontario

Canadian Highway Bridge Design Code, CAN/CSA-S6-00 CSA International Canadian Portland Cement Association “Thickness Design for Concrete Highways and Street Pavements”

Canadian Portland Cement Association

Cathodic Protection Manual for Concrete Bridges Publications Ontario

Class Environmental Assessment for Provincial Transportation Facilities

MTO Website (Publications > Environmental Standards and

Practices) and Publications Ontario

Commercial Site Access Policy and Standards Manual Publications Ontario Commercial Vehicle Survey Customized Report Publications Ontario Concrete Culvert Design and Detailing Manual Publications Ontario

Constructability Review Process Guide MTO – Contract Management

Office

Construction Administration and Inspection Task Manual Publications Ontario

Construction Contract Administration Regional memoranda MTO – Regional Construction

Office Service Provider Performance and Selection System, Service Provider Reviews and Service Provider Infraction Reports – Process Guide (Revised), latest revision

MTO – Website www.raqs.mto.gov.on.ca/


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Service Provider Quality Control (QC) Plan - Process Procedures Guide, latest revision

MTO – Website

www.raqs.mto.gov.on.ca/ Contractor Performance Rating Guideline https://www.raqs.merx.com Contract Design Estimating and Documentation Manual Publications Ontario Corridor Control and Permit Procedures Manual Publications Ontario Design Manual For Highway Illumination MTO – Traffic Office Designated Sources for Materials Publications Ontario DGS Design Graphic System User Manual Publications Ontario Drainage Management Manual – Volumes 1, 2, 3 and 4 Publications Ontario Electrical Engineering Manual Volume 1 - Electrical Design Publications Ontario Electrical Engineering Manual Volume 2 - Electrical Maintenance Publications Ontario Electrical Engineering Manual Volume 3 - C.D.E.D. Publications Ontario Electrical Engineering Manual Volume 4 - FTMS C.D.E.D. Publications Ontario

Engineering Survey Manual (Link) MTO on-line Library and


Environmental Glossary



Environmental Guide for Assessing and Mitigating the Air Quality Impacts and Greenhouse Gas Emissions of Provincial Transportation Projects


Practices)

Environmental Guide for Built Heritage and Cultural Heritage Landscapes



Environmental Guide for Contaminated Property Identification and Management



Environmental Guide for Erosion and Sediment Control during Construction of Highway Projects



Environmental Guide for Fish and Fish Habitat



Environmental Guide for Noise



Environmental Guide for Patrol Yard Design



Environmental Guide for Wildlife Mitigation




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Environmental Guidelines for Structural Steel Coating



Environmental Protection Requirements for Transportation Planning and Highway Design, Construction, Operation and Maintenance



Environmental Reference for Contract Preparation



Environmental Reference for Highway Design



Environmental Standards and Practices User Guide



Exceptions to the Canadian Highway Bridge Design Code CAN/CSA-S6-00-Sign Support Inspection Guidelines

MTO – Bridge Office

Field Guide for the Acceptance of Hot Mix and Bridge Deck Waterproofing Publications Ontario Flexible Link Slab for Steel Girder Bridges MTO – Bridge Office Formwork and Falsework Manual Publications Ontario Geometric Design Standards for Ontario Highways Publications Ontario Guideline for the Design of Snowmobile Bridges MTO – Bridge Office

Guidelines for Drinking Well Water Sampling and Testing in Ministry of Transportation Activities



Highway Design Office Bulletins/Memos MTO – Design and Contract

Standards Office

Guidelines for Operational Performance Reviews - Version 2.0 MTO – Traffic Office (Head Office)

Highway Equipment Standards Manual Publications Ontario Integral Abutment Bridges Publications Ontario Laboratory Testing Manual Publications Ontario Maintenance Manual Publications Ontario Manual for Condition Rating of Flexible Pavements (SP-024) MTO – MERO Manual for Condition Rating of Rigid Pavements (SP-005) MTO – MERO Manual of Standard Short Span Steel Bridges Publications Ontario Mix Design Method for Recycled Hot Mix MTO – MERO

MTO/DFO/OMNR Protocol for Protecting Fish and Fish Habitat on Provincial Transportation Undertakings



MTO/DFO/OMNR Protocol for Protecting Fish and Fish Habitat on Provincial Transportation Undertakings, User Field Guide

MTO Website (Publications > Environmental Standards & Practices) & Publications

Ontario


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MTO Gravity Pipe Design Guidelines: Circular Culverts and Storm Sewers

MTO on-line Library

MTO/MOECC Memorandum of Understanding on Permits-To-Take-Water



MTO/MOECC Protocol for the Management of Excess Materials in Road Construction and Maintenance


Practices) MTO Soil Classification Manual MTO on-line Library Ontario Bikeways: Planning/Design Guidelines MTO on-line Library Ontario Highway Bridge Design Code MTO on-line Library Ontario Modular Bridge Analysis System (OMBAS) MTO on-line Library Ontario Modular Bridge Analysis System: Input Instruction Manual MTO on-line Library Ontario Modular Bridge Analysis System: User’s Guide MTO on-line Library OPS Specifications for Roads and Municipal Services, Volume 1, General Conditions of Contract and Specifications for Construction (Div 1 to 9)


OPS Specifications for Roads and Municipal Services, Volume 2, Specifications for Material


OPS Specifications for Roads and Municipal Services, Volume 3, Drawings for roads, barriers, drainage, sanitary sewers, watermains and structures


OPS Specifications for Roads and Municipal Services, Volume 4, Drawings for Electrical Work


Ontario Structure Inspection Management Systems (OSIMS) User’s Guide MTO on-line Library Ontario Structure Inspection Manual MTO on-line Library Ontario Traffic Manual (OTM) Series MTO on-line Library Ontario Traffic Signal Control Equipment Specifications Publications Ontario OSIM Ontario Structure Inspection Manual Publications Ontario Overcoating – Technical Assessment of Existing Coatings of Steel Bridges for Overcoating

MTO – Bridge Office

Parametric Estimating Guide MTO – Contract Management

Office Pavement Design and Rehabilitation Manual Publications Ontario Pesticides Spray Manual Publications Ontario Performance of Integral Abutment Bridges Report Publications Ontario Pile Load and Extraction Tests Publications Ontario Guide to the Design of Post-Tensioned Decks Publications Ontario Prestressed Concrete Manual for Quality Assurance of Bridges During Construction Publications Ontario Procedures for the Design of High Mast Pole Foundations MTO – Bridge Office

Progress and Final Payment Guidelines MTO – Regional Operations

Offices Property Request Manual MTO – Property Office Provincial Highways Distance Table Publications Ontario Remote Airport Lighting Manual Publications Ontario Roadside Safety Manual Publications Ontario

Retained Soil System (RSS) Guidelines MTO – Materials Engineering

and Research Office Safety Practices for Structure Inspections MTO – Bridge Office Seeding and Cover Quality Assurance Visual Inspection Field Guide Publications Ontario Semi-Integral Abutment Bridges Manual Publications Ontario Short Span Steel Bridges Publications Ontario


21


Sign Support Manual Publications Ontario

Standard Ministry forms related to Construction Contract Administration Services MTO – Regional Operations

Offices SFAM Structural Financial Analysis Manual Publications Ontario Structural Manual Publications Ontario Structural Steel Coating Manual Publications Ontario Structure Rehabilitation Manual Publications Ontario Transportation of Dangerous Goods AASHTO AASHTO Guide for the Design of Pavement Structures for Rigid and Flexible Pavements

AASHTO

Applicable Ministry Directives and Regional Memoranda MTO – Regional Operations

Offices Regional Specific Documents MTO Operation Constraints and Non-standard Special Provisions MTO

Northwestern Region [V:\~Service Provider Repository] Files MTO – NWR Planning &

Design

OHSAGuide for Preparing Hydrology Reports for Water Crossings MTO – Design & Contract

Standards

Storm water Management Requirement for Land Development Proposals MTO – Design & Contract

Standards

Evaluation of Drainage Management Software MTO – Design & Contract

Standards


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Table 5-2 Current Standards and Specifications: Construction Contract Administration This project shall be carried out and constructed in accordance with the Project Requirements outlined in this RFP, the Ministry’s current directives, the applicable edition of the Construction Administration and Inspection Task Manual (CAITM), the contract documents, the Ministry standards, codes, specifications, policies and procedures, and Regional memoranda. The applicable standards, codes and specifications include but are not limited to those listed in the applicable edition of the CAITM and the following documents:


Construction Administration and Inspection Task Manual Service Ontario Publications

Construction Contract Administration Regional memoranda MTO – Regional Construction Office

Service Provider Performance and Selection System, Service Provider Reviews and Service Provider Infraction Reports – Process Guide (Revised), latest revision

MTO – Website www.raqs.mto.gov.on.ca

Consultant Quality Control (QC) Plan - Process Procedures Guide, latest revision

MTO – Website www.raqs.mto.gov.on.ca


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Section 6: Ministry Work and Reimbursable Services

Section 6 shall become Schedule 13 to the TPMA. The Service Provider may request Ministry Technical Services in conformance with the TPMA based on the following rates subject to negotiation: Management and Professional Staff per diem rate = $1,500 Technical Staff per diem rate = $1,200 If the Service Provider requires any other services of the Ministry, these will be negotiated as required. The Ministry will provide the following services during Construction, if applicable: General guidance and direction of a Ministry Representative who will be making periodic visits to the

Working Area and other Ministry design, estimating, materials or other specialists who may be available on a limited basis when circumstances warrant. The Service Provider is referred to the Ministry caution regarding accountability stated in Part B - Section 20.

The testing services for the specialized materials listed below:

o Asphalt mix design verification and acceptance for Open Friction Course and Electrically Conductive Mix only;

o Hot poured rubberized asphalt crack sealing compound; o Portland cement, slag and fly ash; o Curing compounds, air entraining and chemical admixture quality; o Latex modifier quality; o Quality testing for bridge deck waterproofing material properties; o Quality testing of pavement marking materials, paint and reflectorized beads – material properties; o Ministry or private sector referee testing services; o Anti-stripping additive Quality; o Emulsion, Cutback or Primer Quality; o Special Quality Testing of Aggregates for Physical Properties (DFC, OFC, HL1, HL3 Mod); o Post tension cables; o Shotcrete cores; o Protection Board Quality; o Membrane Reinforcement; o Hot Poured Rubberized Asphalt Joint Seal Quality; o Expansion Joint seals; o Elastomeric and Rotational Bearings; o Structural Steel Coating Material Quality; o Metal Wire Galvanizing; o Geotextile quality testing; and o Quality Assurance Laboratory Testing

Test results provided by the Ministry shall be returned and communicated to the Contractor within two (2) Business Days of receipt.


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Section 7: Performance Appraisal Forms

The following appraisal(s) in Draft Form are included (if applicable), as an attachment(s) to the RFP document: Planning – 2; Engineering and Related Services - 3 (both for Preliminary Design and Detail Design); Construction Administration 4; Post Construction Engineering; Area Engineering Materials and Testing – 2.

The Ministry will monitor the timeliness and quality of the Services and Deliverables over the course of this Assignment. Pursuant to Article 10.2 of the Agreement, the Ministry, or its delegate, reserves the right to visit the office of the Service Provider or Sub-Service Provider to conduct an independent audit of the work currently completed. The Service Provider shall maintain Assignment records and make these available for review at the time of such audits. Any audits performed will be used in the assessment of the Service Provider’s Performance.


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Section 8: Quality Control

8.1 General

The Terms of Reference and the Service Provider’s Quality Control (QC) Plan shall become Schedule 8 to the TPMA. The Service Provider is fully responsible for the Quality Control of all services in accordance with the QC Plans that have been approved by the Ministry on RAQS. The Prime Service Provider shall be responsible for the Quality Control Plans of all Specialties including the Plans of Sub-Service Provider(s) and take the appropriate corrective measures, in order to maintain the quality of services. The Ministry requires that Service Provider / Sub-Service Provider staff, directly involved with this Assignment, not to be checking their own work for the purposes of Quality Control. The check / audit of quality control for all Specialties including the work of Sub-Service Provider(s) shall be conducted by the staff of a Service Provider / Sub-Service Provider who have not been directly involved with that component of the work. A senior level staff (Auditor) of a Service Provider / Sub-Service Provider will be responsible to oversee the process of checking to resolve all problems / issues, and that all provisions of the QC Plans have been adhered to and provide an audit report to the Ministry Project Manager. During this agreement, at the dates agreed and at completion, the Auditor shall certify that the Quality Control Plan Process has been duly executed. It is required that a Service Provider Quality Control Plan is submitted through RAQS in the following three components: Core Plan Generic Category Plan Supplementary Specialty Plan (project specific) The Core Plan is to provide the Service Provider’s corporate policy, best practices and procedures on Quality Control. Only one Core Plan, approved in RAQS, is required from a Service Provider. The Generic Category Plan will outline the process, which a Service Provider generally follows to provide for the quality of work for the Categories and Specialties, for which a Service Provider has been approved by the Ministry. One Generic Category Plan is required for each Category where a Service Provider is approved under one or more Specialties. Only one Generic Category Plan is allowed regardless of the number of Specialties the Service Provider is approved for. A Supplementary Specialty Plan, which is project specific, is required from the Service Provider. A Supplementary Specialty Plan outlines how a Service Provider / Sub-Service Provider shall provide for quality control for the individual Phases / Tasks for Specialties included in an agreement. The performance of the Service Provider will include the adherence to the accepted Quality Control Plan, the timely delivery of Milestone Reports, the accuracy of check / audit reporting and any follow up clarification(s) or additional information requested by the Ministry Project Manager. The areas of conformance / non-conformance will be documented by the Service Provider. It is the responsibility of the Service Provider to correct the areas of non-conformance. The Ministry may inform the Service Provider in writing to correct any major non-conformance / violation of the Quality Control Plans. If after written notice, the major non-conformance / violation is not corrected, the Ministry may at its own discretion issue an Infraction Report / financial consequences and / or stoppage of work, until the conformance is demonstrated or appropriate revisions to the plans are approved, such that any additional work to obtain conformance shall not constitute a Scope Change under the TPMA.


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Upon request, the Ministry shall be given access at any time to all records produced in the performance of the Services including inspection records, test results and testing facilities, and to conduct sampling, direct observation of testing as necessary to enable the Ministry to monitor adherence to the Quality Control Plans for Services and other requirements of the TPMA. The Service Provider shall be solely and fully accountable for the quality of the deliverables. The Ministry reserves the right to recover costs which may result from errors, omissions or other actions or inaction of the Service Provider. The detailed requirements, templates and the submission procedures in RAQS for Core, Generic Category Plan(s), Supplementary Specialty Plan and the Milestone Quality Report are listed in the following Document: Consultant QC Plan Process - Procedures Guide, Contract Management Office, MTO (the latest version). This document is available at www.raqs.mto.gov.on.ca. Submissions via RAQS The Service Provider shall immediately notify the Ministry Project Manager after any submissions requiring the Ministry Project Manager’s approval are uploaded via RAQS. The Core Plan and the Generic Category Plan components are submitted to the Ministry, after a Service Provider has been approved to do the work under the specific Specialties. Upon approval by the Ministry staff, the Core and Generic Category Plans are approved in RAQS. During this agreement and at completion, the Service Provider’s Auditor shall submit reports on Quality Control (Milestone Quality Report(s)) to the Ministry Project Manager via RAQS. The Milestone Quality Reports are subject to acceptance by the Ministry Project Manager. The Ministry Project Manager may request clarification or additional information as deemed necessary.

8.2 Quality Control (QC) Plan Process During Assignment

A Service Provider must have as a minimum, a prior registration of the Core Plan and the Generic Category Plan for the category in which the Prime Specialty identified in the Posting Notice is located. The Service Providers who do not meet this requirement shall not be considered at Phases I or II.

8.2.1 Prior to Signing the TPMA

Within ten (10) Business Days following notification by the Ministry, the Service Provider shall submit through RAQS a completed Supplementary Specialty Plan together with the Templates for the Specialties identified in the proposal submitted by the successful Service Provider. The requirements prior registration of the Core and Category Plans will apply to the Prime Service Provider. If a Sub-Service Provider included in a proposal does not have a prior registration of Core and Generic Category Plans, it will be the responsibility of the Prime Service Provider to submit those to the Ministry Project Manager at the time of submission of the their Supplementary Plan. Service Provider’s submission of Supplementary Specialty Plan (and any Core and Generic Category Plan for a Sub-Service Provider, if not already approved) is reviewed for acceptance by the Ministry Project Manager. The Ministry Project Manager will provide comments on the Supplementary Plan submitted and request any clarification(s) or additional information as warranted.


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Only upon the acceptance of the Supplementary Specialty Plan by the Ministry Project Manager by the date specified and by the duly signed / executed TPMA, the Service Provider shall proceed with the contract. Failure to provide an acceptable Supplementary Specialty Plan in RAQS within twenty (20) Business Days may result in the cancellation of the award process for that Service Provider.

8.2.2 During the Assignment

The Service Provider is to submit through RAQS, the Milestone Quality Report(s) at the milestone dates identified in the accepted Supplementary Plan. The Ministry’s Project Manager may accept the Milestone Quality Reports or may request clarification(s) or additional information as appropriate. The Service Provider / Prime Service Provider who is signatory to the TPMA is fully responsible for all aspects of Quality Control including the Quality Control of work by Sub-Service Provider(s). The Service Provider is responsible for the timely submission of Supplementary Specialty Plan and Milestone Quality Report(s) including those of Sub-Service Provider(s), the accuracy of check / audit reporting and any clarification(s) or additional information requested by the Ministry’s Project Manager. The performance of the Service Provider will be tracked for the timely delivery of Quality Control deliverables, the accuracy of check / audit reporting and for any follow up clarification(s) or additional information requested by the Ministry’s Project Manager.

8.3 Special Requirements for Engineering Work

All engineering products, including contract drawings and engineering reports, must be stamped by a Professional Engineer licensed in Ontario. In the case of foundations work, including the foundation drawing and foundation report, two (2) PEO stamps are required. One of the two (2) PEO stamps shall be the firm’s Designated Principal Contact registered in the relevant RAQS design specialties.


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Section 9: Dispute Resolution

The TPMA Article 19 outlines the Dispute Resolution options available to the parties. Section 10 (referred to as Schedule 14 in the TPMA details the process to be followed in a Referee Process.

Section 10: Referee Process

Section 10 shall become Schedule 14 to the TPMA. 1 INTERPRETATION 1.1 Capitalized terms used herein and not otherwise defined shall have the meanings ascribed

thereto in the TPMA.

2 OBJECTIVE OF THE REFEREE PROCESS 2.1 The objective of the Referee Process is to resolve the larger, more serious, precedent setting

disputes that cannot be resolved through direct negotiations between the Ministry and the Service Provider. The Referee Process is designed to resolve disputes expeditiously, on-site, during design and/or construction, with the direct participation of the staff most familiar with the work. The disputes are addressed while relevant staff members are still accessible and while the facts are still fresh in the minds of those persons. The disputes are addressed when mitigation, rescheduling and design changes are still possible.

2.2 The emphasis is on the technical aspects of the disputes with due consideration being given to

legal aspects. Resolving disputes during design and/or construction requires that the Service Provider and the Ministry prioritize their time and consider the considerable returns associated with expedient dispute resolution. Use of the Referee Process after project completion reduces the effectiveness of this process.

2.3 It is not intended for the Ministry or the Service Provider to default on their responsibility to

amicably and fairly settle their differences by indiscriminately terminating claim negotiations and assigning disputes to the Referee.

2.4 When a dispute is serious enough to warrant the Referee's review, it is anticipated that the

majority of the preparation work, investigative work, calculations, costing of the quantum, testing and so on will have been done during the negotiation stage that precedes the Referee stage. The negotiation stage is the first stage in the dispute resolution process, not the Referee stage.

2.5 The Referee Process does not apply to Service Provider Performance Appraisals and Service

Provider Infraction Reports.

3 INITIATION OF THE REFEREE PROCESS 3.1 Upon notice of a request to use the Referee Process, and agreement by the other party, the

Ministry and Service Provider shall select an individual as the referee. If the Ministry and the Service Provider cannot agree upon an appropriate referee, the Referee Process shall not be utilized.


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4 REFEREE'S ROLE 4.1 The Referee's role is to fairly and impartially consider all the evidence put forward by the parties,

at hearings. The Referee will then make a non-binding written recommendation and/or determination of the principles of the dispute or the respective liabilities of the parties in connection therewith. The Referee will not normally provide any recommendation or determination as to the quantum of a dispute, unless the Service Provider and the Ministry mutually agree and instruct the Referee accordingly. The parties may mutually agree to request the Referee to make a binding determination.

4.2 The Referee will refrain from:

4.2.1 giving interim opinions on the relative merits of any aspect of a dispute; 4.2.2 giving any advice or counsel to either party; and 4.2.3 acting as a mediator

4.3 The Referee is a neutral, impartial, ethical professional with no interest in the TPM Agreement or

the Project, other than payment for her/his own. In this regard, the Referee shall not work directly for either the Ministry or the Service Provider (or any Company related company, firm, partnership or individual) during the term of this Project or for a period of two (2) years following the completion of this Project, without the written consent of the other party. If the dispute is not resolved by the Referee Process, the Referee will not assume the role of an arbitrator in a arbitration, or act for either party, or appear as a witness in later arbitration or litigation processes.

4.4 In arriving at her/his recommendations, the Referee testimony shall consider and weigh all of the evidence presented as well as the submissions of the parties to the dispute. The formal rules of evidence applicable to legal proceedings shall not be strictly applied in these proceedings and the Referee, in his/her sole discretion, shall determine what evidence may be admitted and what weight to place upon any particular piece of evidence. The Referee may rely on his/her own experience and training in arriving at his/her decision, but the Referee’s fundamental duty is to make an impartial assessment of the facts and adjudicate upon the issues accordingly.

4.5 The Referee will not conduct tests, do independent investigation into the background of the dispute or arrange for witnesses or experts to attend hearings. If additional information is needed in order to assist the Referee to resolve the dispute, the Service Provider and the Ministry shall cooperate to expediently and objectively obtain such information. It is the responsibility of each party to present sufficient evidence to demonstrate its position to the other party and the Referee and to arrange for its own witnesses to attend the hearings.


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5 DOCUMENTS 5.1 Upon the retention of the Referee, the requesting party will provide the Referee with a copy of the

TPM Agreement so that the Referee may familiarize himself/herself with the project. 5.2

5.2 A copy of other documents related to the dispute shall be made available to the Referee only, in strict confidence, at the Referee's request, where the documents are required to assist in the resolution of a dispute. The Referee will review and return the documents without making any copies, within seven (7) calendar days of receiving the documents. The Referee will only refer to information from the documents in the final decision on the matter where necessary.

6 PRE-HEARING INFORMATION 6.1 The requesting party shall provide the Referee and the other party with the information set out

below, within seven (7) calendar days after the retention of the Referee.

6.2 The Ministry and the Service Provider may mutually agree that a briefer submission is acceptable, in lieu of the information listed below. However, consideration shall be given to the fact that most of this information should be available from the negotiation stage. In addition, consideration shall be given to the fact that the lack of prior preparation for the hearing will lengthen the Referee Process and make the Referee's task more difficult.

6.3 Pre-hearing information to be provided by the requesting party:

6.3.1 a chronological listing of the events and facts leading up to the dispute;

6.3.2 disputed issues and grounds for alleged liability of the other party;

6.3.3 particular activities affected;

6.3.4 actual lost time and extra costs to date including impact costs;

6.3.5 non-binding estimates of the total delay in final completion and final total extra costs, including impact costs (if actual final costs not known);

6.3.6 logical connections between issues, delays, extra costs and impact costs;

6.3.7 pertinent documents, references and evidence which are or may become necessary for the Referee to perform his/her function (i.e. Agreement or contract law references, drawings, sketches, calculations, procedures, schedules, Proposal documents and so on);

6.3.8 lists of witnesses and internal experts that the requesting party will call, with a brief summary of their job title and their reports or positions on the dispute;

6.3.9 a list of relevant witnesses from the responding party that the requesting party would like to have attend at the hearings;

6.3.10 whether the Referee is requested to make a non-binding recommendation or determination with respect to the quantum of the dispute; and

6.3.11 a list of any affected third parties that will attend and their interest in the dispute


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6.4 The responding party will respond to the requesting party's position, in writing, within seven (7) calendar days of receipt of the requesting party's pre-hearing information, with a copy to the requesting party and the Referee.

6.5 Pre-hearing information to be provided by the responding party:

6.5.1 which aspects of the requesting party's information are accepted and which aspects are disputed (and why);

6.5.2 data on any counter-claims the responding party is making;

6.5.3 other pertinent documents, references and evidence not yet provided to the Referee;

6.5.4 lists of witnesses and internal experts that the responding party will call, with a brief summary of their job title and their reports or positions on the dispute;

6.5.5 a list of relevant witnesses from the requesting party that the responding party would like to have attend at the hearings;

6.5.6 whether the responding party agrees that the Referee is to make a non-binding recommendation or determination with respect to the quantum of the dispute; and

6.5.7 a list of any additional, affected third parties that will attend and their interest in the dispute.

6.6 The Referee conducts the on-site review, if necessary, within seven (7) calendar days of

receiving the responding party’s pre-hearing information. The Referee’s on-site review shall be done in the presence of both parties. If objections to the Referee conducting the on-site review are received, the Referee shall first address the objections and then conduct the on-site review within seven (7) calendar days of having addressed the objections.

6.7 If the responding party disagrees that the Referee is to make a recommendation or determination

with respect to the quantum of the dispute, the Referee shall only make a non-binding recommendation or determination as to the principles of the dispute or the respective liabilities of the parties in connection therewith.

6.8 Either party may make a request to introduce new evidence or witnesses at any time after making

its pre-hearing submissions and up to the end of the hearing. The Referee may either grant or refuse the request. The Referee may adjourn the hearing or take whatever steps are appropriate in the circumstances to accommodate the request.

6.9 The Referee shall terminate the Referee Process if the Referee determines that one or both of

the parties is/are delaying the process unnecessarily. 7 DATE, TIME AND PLACE FOR HEARING(S) 7.1 After consulting with both parties, the Referee shall set the date, time and place for the initial

hearing and advise the parties accordingly. The date for the initial hearing shall not be later than twenty-one (21) calendar days from receipt of the responding party's pre-hearing information. The hearing will generally be held on-site and shall alternate between the Ministry's and the Service Provider’s offices. On-site facilities shall be used free of charge.

7.2 A party to a dispute requesting, on less than one (1) week’s notice, that the hearing be cancelled

or rescheduled shall pay the Referee an administrative fee of $500.


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7.3 Where, without showing sufficient cause, a party fails to appear at a Referee hearing or to produce documentary evidence, the Referee may continue the hearing and make his/her final non-binding recommendation or determination based on the evidence before him/her. Alternatively, the Referee may terminate the Referee Process if the Referee considers the missing party's statement or the missing information to be significant.

7.4 Except for making meeting arrangements, the Referee will not communicate with either party,

without the other party present, unless the other party gives written permission to do so. 8 HEARING PROCEDURE 8.1 The Referee will chair and conduct the hearings, as he/she wishes, based on guidelines in this

Section and the TPMA. The Referee shall normally restrict the numbers of persons present at the hearings to no more than three (3) or four (4) persons from each side. The Referee shall exclude a subsequent witness from the hearing if there is a concern that the testimony of the subsequent witness will be affected by the testimony of a preceding witness. Witnesses must attend the hearings in person. Affidavits will not be accepted, in lieu of witness attendance, without the other party's written approval.

8.2 Each party shall select an individual (other than a solicitor or a claims expert) to represent it at the

hearings. The individual selected shall be knowledgeable about the TPM Agreement and the work.

8.3 The requesting party's representative will make an opening statement lasting no longer than one half-hour concerning the following matters:

8.3.1 the chronological summary of events leading up to the dispute;

8.3.2 claim issues and grounds for the responding party's alleged liability;

8.3.3 particular activities affected;

8.3.4 actual extra costs to date claimed to constitute a Scope Change;

8.3.5 estimate of final extra costs claimed to constitute a Scope Change if actual final costs not

known; and

8.3.6 logical connections between issues and extra costs claimed to constitute a Scope Change

8.4 The responding party's representative will then make its opening statement of no longer than one

half-hour explaining how the responding party agrees or disagrees with the requesting party, reasons for any disagreement and the particulars of any counter-claims.

8.5 The Referee will summarize, clarify and attempt to reach a consensus on what is being disputed

and, if applicable, counter-claimed, the points of disagreement and what the parties authorize the Referee to provide recommendations on and/or determinations of.

8.6 In order to resolve the points of disagreement, the requesting party’s representative shall then

present pertinent documents, references, evidence, witnesses or affidavits (if accepted by the responding party) and internal expert witnesses. Following the presentation of evidence by the requesting party’s representative, the Referee shall provide the responding party’s representative equal time to rebut the evidence and question the requesting party’s presenter, witnesses and internal experts. The requesting party’s representative may then “re-examine” his/her witness if he/she wishes.


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8.7 The responding party's representative shall then present pertinent documents, references, evidence, witnesses or affidavits (if accepted by the requesting party) and internal expert witnesses. Following the presentation of evidence by the responding party’s representative, the Referee shall provide the requesting party’s representative equal time to rebut the evidence and question the responding party’s presenter, witnesses and internal experts. The responding party’s representative may then “re-examine” his/her witness if he/she wishes.

8.8 Each representative shall introduce his/her witnesses, and internal experts, describe their

qualifications and indicate whether they are being offered as an expert witness or not. Each witness shall present his/her testimony directly to the Referee, along with his/her documentary evidence. Each representative shall assist or ask questions of his/her witnesses only when necessary.

8.9 After the presentation of evidence and witnesses by each party, the Referee will open the floor to

a general discussion of the dispute. 8.10 The Referee may ask questions, summarize and clarify positions and request additional

information, at any time. The Referee will also actively encourage informal, ad-hoc questions and discussions among all persons present. The Referee shall make sure that the discussions remain constructive, focused and orderly. If the informal discussions become unproductive, the Referee will ask the representatives to resume their presentations, calling of witnesses, etc.

8.11 Either representative may object to irrelevant or leading questions, hearsay evidence, or question

the "expert" status of witnesses. The Referee may also question and may disallow irrelevant or leading questions or disqualify expert testimony. The Referee has the power to determine the admissibility, relevance, materiality and weight of any evidence including opinion or hearsay evidence from internal expert witnesses.

8.12 During the Referee Process, either party or the Referee may request a party to the dispute to

provide copies of reports, documents, notes etc., referred to at the Referee hearing(s). The Referee will record, rule on such requests and advise the parties after the hearing on what information to provide. Additional information shall be provided within seven (7) calendar days of the hearing.

8.13 At the end of the hearing, each party's representative will then present a closing summary

statement of not more than one half-hour in length. 8.14 The Referee will then again summarize, clarify and try to reach a consensus on the disputed

issues, any counter-claims, the facts in agreement, the facts being disputed and what recommendations and/or determinations are being requested.

8.15 If the Referee is required to provide recommendations and/or determinations on the quantum of

the dispute, the Service Provider, the Ministry and Referee shall mutually agree on a time limit for the Referee's decision on the quantum of the dispute, following the date of the last hearing.

8.16 The Referee shall then suggest that the hearing be adjourned. Either party or the Referee may

request additional hearing(s). However, when the Referee is satisfied that all parties have had an equal opportunity to introduce all the relevant evidence, the Referee will close the hearings.

8.17 The Referee will not prepare minutes of meetings or prepare reports of the hearings. Each party

is responsible for recording its own notes.


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8.18 After adjourning the last hearing on a dispute, the Referee will consider the evidence and circulate a preliminary, reasoned, written, non-binding recommendation on or determination of the principles of the dispute and the respective liabilities of the parties in connection therewith, within seven (7) calendar days. The Service Provider and the Ministry have seven (7) calendar days to respond to such recommendation and/or determination in writing. The Referee will consider the responses, if any, and issue a final, written, non-binding recommendation on or determination of the principles of the dispute and the respective liabilities of the parties in connection therewith within twenty-one (21) calendar days of the date of the hearing adjournment.

8.19 If the Referee has been requested to make recommendations and/or determinations with respect

to the quantum of the dispute, the preliminary, written recommendations and/or determinations with respect to the quantum shall be made on the date mutually set at the last hearing. The Referee will consider the responses, if any and issue the final, written recommendations and/or determinations with respect to the quantum of the dispute within twenty-one (21) days after the date of the issuance of the preliminary quantum recommendations and/or determinations.

8.20 Within seven (7) calendar days following the release of the Referee’s final recommendation

and/or determination, the parties shall each communicate to the other, and to the Referee, their acceptance or rejection of the Referee’s final recommendation and/or determination.

9 SETTLEMENT AGREEMENTS 9.1 If both parties accept the Referee's final recommendations and/or determinations, the Service

Provider parties will both be responsible for preparing and signing a formal settlement agreement. That agreement, once signed by authorized individuals of both parties, shall be binding. Affected third parties, who are in agreement with the settlement agreement, shall also sign it.

9.2 The formal settlement agreement shall be implemented on a date to be agreed upon by the

parties. 10 DEADLINE FOR PROCESS 10.1 If the time limits in this Schedule are not met by one or more of the parties, without a reasonable

explanation, the Referee may terminate the Referee Process if he/she feels that one or more of the parties are not acting in good faith.

11 REFEREES AND THE LAW OF THE PROVINCE OF ONTARIO AND CANADA 11.1 The Referee’s recommendations and/or determinations shall be made within the context of the

TPM Agreement and the laws of the Province of Ontario and of Canada applicable therein. 12 THIRD PARTIES 12.1 If third parties have an interest in the dispute between the Service Provider and the Ministry, the

Referee shall be so advised in the submission(s) of the requesting party and/or the responding party. Without prejudice to the privity of contract between the Ministry and the Service Provider, the third party(ies) shall be requested by their associate, either the Ministry or the Service Provider, to attend the Referee hearing(s) and provide input as witnesses. The Service Provider and the Ministry may each object in their pre-hearing submission to the request by the other party to have the third party(ies) attend the hearing. This matter shall be decided by the Referee in his/her sole discretion.

13 NO SUMMONS OR SUBPOENAS, NON-BINDING PROCESS 13.1 The Referee shall not appear before, or provide evidence, etcetera, at any subsequent arbitral or

judicial proceeding.


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13.2 The Ministry and the Service Provider shall indemnify and hold harmless the Referee from and

against all claims, damages, losses and expenses, including but not limited to legal fees arising out of and resulting from the actions, recommendations and/or determinations of the Referee made in good faith.

13.3 The parties agree that the hearings will be held in private closed sessions. 13.4 The Referee Process is confidential and without prejudice and the parties may not rely on or

introduce as evidence in any subsequent arbitral or judicial proceeding, any admissions made by any party, any documents (including cost estimates) prepared exclusively for the Referee Process, any willingness to make or accept a settlement offer and the preliminary and final non-binding recommendations and/or determinations of the Referee on a matter. The parties agree to keep all communications and information forming part of this Referee Process in confidence. The only exception to this is disclosure for the purposes of enforcing any settlement agreement reached. The Referee will not voluntarily disclose to anyone who is not a party to the Referee Process anything said or done or any materials submitted to the Referee, except:

a) to any person designated or retained by any party, as deemed appropriate or necessary by

the Referee; or b) where ordered to do so by a judicial authority or where required to do so by law.

13.5 This Referee schedule and any formal written settlement agreement resulting from the Referee

Process, executed by authorized individuals representing the Service Provider and the Ministry, are legally binding upon the parties signing the agreement.

14 COMMITMENT TO WORK IN GOOD FAITH 14.1 The parties will enter into the Referee Process voluntarily in an effort to work towards mutually

acceptable settlement and will conduct themselves in good faith at all times. The parties agree that open and honest communications is necessary for the Referee Process to work. The parties therefore agree to make full and frank disclosure of all relevant facts, reports, documents or other written or oral information necessary or desirable to facilitate settlements.

15 AUTHORITY TO SETTLE 15.1 In order for the Referee Process to result in a settlement, those participating should have full

authority to settle the dispute. The participants shall disclose their limits of authority on each issue at the first Referee hearing and whether they require a higher level of approval for settlements.

16 RIGHT TO WITHDRAW AND ALTERNATIVE SETTLEMENTS 16.1 During the Referee Process, the parties may reach a settlement between themselves, without the

assistance of the Referee. The Referee shall not act as a mediator nor assist the parties to negotiate their own settlement. If such a settlement discussion occurs and a settlement is agreed to, the Referee shall be advised of the settlement as soon as possible. The Referee shall not be advised of settlement offers made but not accepted.

17 COST OF THE PROCESS 17.1 The Referee shall be paid at a rate of $125.00 per hour when conducting hearings and when

assessing or making a recommendation or determination as to the quantum of a dispute, if so authorized by the parties. All other time will be charged at $75.00 per hour.


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17.2 The Referee's disbursements, such as meeting costs, travel costs, messenger services, fax, telephone costs, photocopying, and office supplies used will be paid at actual costs based on invoices. Copies of original supporting invoices need not be submitted with invoices. Travel will be paid at 40 cents per kilometer. Breakfast, lunch, and supper costs, if required during hearings meetings or field visits will be paid at $8.75, $11.25 and $20.00 per day respectively. Claims for travel and meals expenses will be submitted in an expense account format. The Referee shall not bill for the services of others they employ to assist in the resolution of the dispute, without the prior, mutual agreement of both the Service Provider and the Ministry.

17.3 The Referee shall provide the Service Provider and the Ministry monthly invoices. The Referee

shall draw down payment from his/her retainer fee. 17.4 The Service Provider will pay the Referee a retainer fee of $10,000.00 at the initiation of the

Referee Process and the Ministry will reimburse the Service Provider for $5,000.00 of the retainer fee. The Referee will draw on the retainer as services are provided. If the retainer is exhausted, the Referee will advise the Service Provider who will "top-up" the retainer to the $10,000.00 limit and the Ministry will reimburse the Service Provider for 50% of the "top-up" amount. Upon termination of the Referee's services, any unused portion of the retainer will be returned to the Service Provider who, in turn, will return 50% of the amount of any such returned retainer to the Ministry. Meeting cancellation costs shall be borne by the party responsible for the cancellation. Costs shall be allocated in the manner described in this paragraph, regardless of the outcome of the Referee Process.

17.5 The Referee shall keep available for inspection by the Ministry, for a period of one (1) year after

the Referee's services are terminated, the cost records, original bills and accounts pertaining to this Schedule. If any litigation or binding arbitration or audit arises out of this Schedule, the cost records and accounts shall be retained until such litigation, arbitration or audit involving the records is completed.

17.6 The Service Provider and the Ministry are each solely responsible for their own costs to prepare

and present their respective positions. 18 REPLACEMENT OF THE REFEREE 18.1 If the Referee becomes unable or unwilling to serve, or if the Ministry and the Service Provider

mutually agree to replace the Referee, then the Referee shall be replaced, without reasons being given to the Referee.