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#153432v12 Revised by Law (SSD) March 2014

REQUEST FOR PROPOSALS

Travel Monitoring System

RFP No. PS20160427

Issue Date: May 24, 2017

Issued By: City of Vancouver

REQUEST FOR PROPOSALS NO. PS20160427 TRAVEL MONITORING SYSTEM

TABLE OF CONTENTS

May 24, 2017 Page i

TABLE OF CONTENTS PART A – INFORMATION AND INSTRUCTIONS Pages A-1 to A-7 1.0 The RFP 2.0 Key Dates 3.0 Contact Person 4.0 Submission of Proposals 5.0 Changes to the RFP and Further Information 6.0 Proposed Term of Engagement 7.0 Pricing 8.0 Evaluation of Proposals 9.0 City Policies 10.0 Living Wage Employer 11.0 Certain Applicable Legislation 12.0 Legal Terms and Conditions PART B – CITY REQUIREMENTS Pages B-1 to B-5 1.0 Requirements PART C – FORM OF PROPOSAL Page C-1 to C-34 APPENDIX 1 Legal Terms and Conditions APPENDIX 2 Technical Solutions APPENDIX 3 Commercial Proposal APPENDIX 4 Proponent’s References APPENDIX 5 Certificate of Insurance APPENDIX 6 Declaration of Supplier Code of Conduct Compliance APPENDIX 7 Corporate Sustainability Leadership Questionnaire APPENDIX 8 Sustainability Requirements Questionnaire APPENDIX 9 Personal Information Consent Form(s) APPENDIX 10 Subcontractors APPENDIX 11 Proposed Amendments to Form of Agreement APPENDIX 12 Proof of WorkSafeBC Registration APPENDIX 13 Conflicts; Collusion; Lobbying PART D – FORM OF AGREEMENT Pages D-1 to D-28


PART A – INFORMATION AND INSTRUCTIONS

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1.0 THE RFP

1.1 This Request for Proposals (the “RFP”) provides an opportunity to submit Proposals for review by the City and, depending on the City’s evaluation of Proposals, among other factors, to potentially negotiate with the City to enter into an Agreement. EXCEPT WHERE EXPRESSLY STATED OTHERWISE IN APPENDIX 1 TO PART C OF THE RFP: (I) NO PART OF THE RFP CONSISTS OF AN OFFER BY THE CITY TO ENTER INTO ANY CONTRACTUAL RELATIONSHIP; AND (II) NO PART OF THE RFP IS LEGALLY BINDING ON THE CITY.

1.2 To obtain a contractor to provide a Travel monitoring system to capture vehicle travel time, speeds and congestion metrics on the City’s roadways. This will include design, configuration, training, equipment (if applicable), data management, analysis (including detailing peak, average and low travel times, speeds, intersection delays), reporting, and support services. This can be in the form of detecting road users’ unique electronic signals along strategic points in the City’s arterial road network to capture data as noted. Details of the City’s objectives and requirements to which the RFP relates are set out in Part B of the RFP. The City welcomes proposals that are responsive to this RFP (“Proposals”) respecting innovative or novel approaches to the City’s objectives and requirements.

Proponents shall refer to Part B of the RFP Document and the Excel Spreadsheet Annex 1 – Detailed Requirements spreadsheet for any mandatory requirements, and minimum criteria for Submission.

1.3 The City is interested in selecting a Proponent with the capability and experience to efficiently and cost-effectively meet the objectives and requirements described in the RFP. The City currently expects to select one or multiple Proponents and then enter into negotiations with that Proponent, which will conclude in the execution of an Agreement for a trial period of one year between the Proponent and the City (such a contract, an “Agreement”). However, the City may: (i) decline to select any Proponent; (ii) decline to enter into any Agreement; (iii) select multiple Proponents for negotiation; or (iv) enter into one or more agreements respecting the subject matter of the RFP with one or more Proponents or other entities at any time. The City may also terminate the RFP at any time. After the trial period the City will review the assessment and develop a strategy for further deployment throughout the City. It is expected that this would involve one or potentially multiple proponents depending on how the systems work in the various environments. The City will determine based on the selection criteria and assessment if the one year contract with the successful proponent(s) will be renewed or terminated.

1.4 The City currently intends that Proposals will be evaluated by the City in relation to their overall value, which will be assessed in the City’s sole and absolute discretion. In assessing value, the City expects to consider the factors described in Section 8 below, among others.

1.5 NO BID SECURITY IS REQUIRED FROM PROPONENTS IN CONNECTION WITH THE SUBMISSION OF PROPOSALS BECAUSE NO PROPOSAL WILL BE DEEMED TO BE AN IRREVOCABLE OR OTHERWISE BINDING LEGAL OFFER BY A PROPONENT TO THE CITY. THE LEGAL OBLIGATIONS OF A PROPONENT THAT WILL ARISE UPON THE SUBMISSION OF ITS PROPOSAL WILL BE LIMITED TO THE TERMS AND CONDITIONS STATED UNDER THE HEADING “LEGAL TERMS & CONDITIONS” IN APPENDIX 1 TO THE PROPOSAL FORM.

1.6 The execution of an Agreement may be contingent on funding being approved, and the relevant Proposal being approved, by the Vancouver City Council.

1.7 The RFP consists of four parts:



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(a) PART A – INFORMATION AND INSTRUCTIONS: This part is intended to serve as a guide to the RFP process for Proponents.

(b) PART B – CITY REQUIREMENTS: This part describes the subject matter of the RFP, in respect of which the City invites Proposals.

(c) PART C – FORM OF PROPOSAL: This is the form in which the Proposal should be submitted.

(d) PART D - FORM OF AGREEMENT: This part contains a model Agreement (the “Form of Agreement”). Any Agreement resulting from the RFP is expected to be substantially in the form of the Form of Agreement.

2.0 KEY DATES

2.1 Potential Proponents should note the following key dates:

Event Time and Date

Information Meeting 10:00 AM, June 2, 2017

Deadline for Enquiries 3:00 PM, June 15, 2017

Closing Time 3:00 PM, June 22, 2017

Please reach out to the Contact Person in Section 3.0 below for Information Meeting details.

2.2 All references to time in the RFP are references to the time in the City of Vancouver, as shown on the clock used by the City for the purposes of requests for proposals.

3.0 CONTACT PERSON

3.1 All enquiries regarding the RFP must be addressed to:

Erin Chan

Email: [email protected]

3.2 All enquiries must be made in writing. In-person or telephone enquiries are not permitted.

3.3 IF A POTENTIAL PROPONENT BELIEVES THAT THE CITY MAY BE UNABLE TO SELECT IT DUE TO A CONFLICT OF INTEREST, BUT IS UNCERTAIN ABOUT THIS, THE POTENTIAL PROPONENT IS URGED TO CONTACT THE ABOVE-MENTIONED INDIVIDUAL AS SOON AS POSSIBLE WITH THE RELEVANT INFORMATION SO THAT THE CITY MAY ADVISE THE POTENTIAL PROPONENT REGARDING THE MATTER.

4.0 SUBMISSION OF PROPOSALS

4.1 Proponents should submit their Proposals in writing on or before the time and date specified in the bottom row of the table in Section 2.1 above (the “Closing Time”).

4.2 Each Proponent should submit its Proposal in an envelope clearly marked with the Proponent’s name and the RFP title and number (“TRAVEL MONITORING SYSTEM; PS20160427”) to the following address:



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City of Vancouver Supply Chain Management 453 West 12th Avenue Vancouver, British Columbia Canada, V5Y 1V4

Notwithstanding the foregoing, envelopes submitted by courier or otherwise in-person should be delivered to:

4th Floor, Supply Chain Management Vancouver City Hall 453 West 12th Avenue Vancouver, British Columbia Canada, V5Y 1V4

4.3 To be considered by the City, a Proposal must be submitted in the form set out in Part C (the “Form of Proposal”), completed and duly executed by the relevant Proponent.

4.4 Amendments to a Proposal may be submitted via the same methods, at any time prior to the Closing Time.

4.5 Proposals must not be submitted by fax or email.

4.6 The City requests the following items be included in the submission: (a). one copy of the Proposal Form; (b). one copy of the “Commercial Proposal”; (c). four bound hard copies of the “Technical Proposal” including amendment(s) if any; (d). one electronic copy (CD-RW, DVD, or memory stick) with a PDF file containing the above items (a), (b) and (c).

4.7 Proposals are revocable and may be withdrawn at any time before or after the Closing Time.

4.8 All costs associated with the preparation and submission of a Proposal, including any costs incurred by a Proponent after the Closing Time, will be borne solely by the Proponent.

4.9 Unnecessarily elaborate Proposals are discouraged. Proposals should generally be limited to the items specified in Part B of the RFP.

4.10 The City is willing to consider any Proposal from two or more Proponents that wish to form a consortium solely for the purpose of submitting a joint Proposal in response to the RFP, provided that they disclose the names of all members of the consortium and all members complete and sign the first page of the Form of Proposal. Nonetheless, the City has a strong preference for Proposals submitted by a single Proponent, including a Proponent that would act as a general contractor and use subcontractors as required.

4.11 Proposals that are submitted after the Closing Time or that otherwise do not comply in full with the terms hereof may or may not be considered by the City and may or may not be returned to the Proponent, in the City’s sole discretion.

5.0 CHANGES TO THE RFP AND FURTHER INFORMATION

5.1 The City may amend the RFP or make additions to it at any time.



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5.2 It is the sole responsibility of Proponents to check the City’s website at: http://vancouver.ca/doing-business/open-bids.aspx regularly for amendments, addenda, and questions and answers in relation to the RFP.

6.0 PROPOSED TERM OF ENGAGEMENT

6.1 The initial term of any Agreement is expected to be a one-year for the trial period. At the end of the initial one-year trial period, the City may enter into an Agreement with one or more incumbents for up to four additional years at its sole discretion, for a maximum total term of 5 years.

7.0 PRICING

7.1 All prices quoted in any Proposal are to be exclusive of applicable sales taxes calculated upon such prices, but inclusive of all other costs.

7.2 Prices must be quoted in Canadian currency and fixed prices must be quoted for the full term of the agreement.

7.3 All prices are to be exclusive of applicable sales taxes calculated upon such prices, but inclusive of all other costs. Prices must be quoted in Canadian currency and must be fixed for the full term of the Agreement. Prices are to be quoted CIP, destination (Incoterms, 2010). For the avoidance of doubt, freight, insurance, unloading at the destination designated by the City, import duties, brokerage, royalties, handling, overhead, profit, use of sub-contractors and all other similar costs of any kind whatsoever necessary for incidental to complete the scope of work of the Travel Monitoring System are to be included in quoted prices.

8.0 EVALUATION OF PROPOSALS;

8.1 The City may open or decline to open Proposals in such manner and at such times and places as are determined by the City.

8.2 The City currently intends that all Proposals submitted to it in accordance with the RFP will be evaluated by City representatives, using quantitative and qualitative tools and assessments, as appropriate, to determine which Proposal or Proposals offer the overall best value to the City. In so doing, the City expects to examine not only financial terms, but also the followings:

(a) Proponents’ skills, knowledge, business reputations and previous experiences on supply and delivery of Travel Monitoring System;

(b) the Proponent’s ability to meet the Requirements and deliver it when required;

(c) the Proponent’s proposed plan of approach, methodology and work schedule including lead time;

(d) product warranty, training and technical support service capabilities and data management system;

(e) lowest overall cost including purchase price, delivery cost, operating and maintenance cost;

(f) added value products and features, innovative concepts and approaches;

(g) environmental issues considered by the Proponent; preference may be given to Proponents offering environmentally beneficial products or services;

(h) completion of the Declaration of Supplier Code of Conduct Compliance;



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(i) the Proponent’s ability to meet the City’s insurance requirements; and

Certain other factors may be mentioned in Part B or elsewhere in the RFP.

8.3 The City contemplates that proposals will be assessed using the criteria as below:

Evaluation Criteria Evaluation Weighting

Technical 60%

Financial 35%

Sustainability 5%

Total: 100% Proponents may be asked to respond to a cloud questionnaire on their hosting practices, provide additional information or details for clarification, attend interviews, make presentations, supply samples, perform demonstrations, furnish technical data or propose amendments to the Form of Agreement. The Proponents may be required to provide a demonstration of the solution as required.

As a result of its assessments, the City may select one or more successful Proponents for contract award.

8.4 The City will retain complete control over the RFP process at all times until the execution and delivery of an Agreement or Agreements, if any. The City is not legally obligated to review, consider or evaluate Proposals, or any particular Proposal, and need not necessarily review, consider or evaluate Proposals, or any particular Proposal in accordance with the procedures set out in the RFP. The City may continue, interrupt, cease or modify its review, evaluation and negotiation process in respect of any or all Proposals at any time without further explanation or notification to any Proponents.

8.5 The City may, at any time prior to signing an Agreement, discuss or negotiate changes to the scope of the RFP with any one or more of the Proponents without having any duty or obligation to advise the other Proponents or to allow the other Proponents to vary their Proposals as a result of such discussions or negotiations.

8.6 The City may request that any proposed subcontractors undergo evaluation by the City.

8.7 For the avoidance of doubt, notwithstanding any other provision in the RFP, the City has in its sole discretion, the unfettered right to: (a) accept any Proposal; (b) reject any Proposal; (c) reject all Proposals; (d) accept a Proposal which is not the lowest-price proposal; (e) accept a Proposal that deviates from the Requirements or the conditions specified in the RFP; (f) reject a Proposal even if it is the only Proposal received by the City; (g) accept all or any part of a Proposal; (h) split the Requirements between one or more Proponents; and (i) enter into one or more agreements respecting the subject matter of the RFP with any entity or entities at any time. Without limiting the foregoing, the City may reject any Proposal by a Proponent that has a conflict of interest, has engaged in collusion with another Proponent or has otherwise



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attempted to influence the outcome of the RFP other than through the submission of its Proposal.

9.0 CITY POLICIES

9.1 The City’s Procurement Policy, Ethical Purchasing Policy and related Supplier Code of Conduct found at http://vancouver.ca/doing-business/selling-to-and-buying-from-the-city.aspx align the City’s approach to procurement with its corporate social, environmental and economic sustainability values and goals. They evidence the City’s commitment to maximize benefits to the environment and the community through product and service selection, and to ensure safe and healthy workplaces, where human and civil rights are respected. Each Proponent is expected to adhere to the supplier performance standards set forth in the Supplier Code of Conduct. The Ethical Purchasing Policy shall be referred to in the evaluation of Proposals, to the extent applicable.

10.0 LIVING WAGE EMPLOYER

10.1 Effective May 1, 2017, the City of Vancouver became a “Living Wage Employer”. As such, the City requires all firms that are contracted by the City to provide services on City-owned and leased properties to pay employees who perform those services on City property a Living Wage as calculated by the Living Wage for Families Campaign. As of the date of issuance of this RFP, the Living Wage for Vancouver is $20.62, which includes the value of any non-mandatory benefits such as paid sick leave, employer-paid Medical Services Plan premiums and extended health benefits.

The Living Wage for Families has created a Living Wage Calculator to assist with the calculation of an employee’s hourly rate with benefits. The Living Wage Calculator can be found at the following website:

http://www.livingwageforfamilies.ca/employers/living-wage-calculator/

Proponents should refer to the Form of Agreement attached as Part D to this RFP for the specific requirements related to the Living Wage, which include:

(a) paying the Living Wage to all employees who perform services pursuant to the

Agreement on City property during the term of the Agreement; and

(b) ensuring that all subcontractors pay the Living Wage to their employees who perform services on City property during the term of the Agreement.

Failure to comply with the Living Wage requirement will entitle the City to terminate the Agreement.

11.0 CERTAIN APPLICABLE LEGISLATION

11.1 Proponents should note that the City of Vancouver is subject to the Freedom of Information and Protection of Privacy Act (British Columbia), which imposes significant obligations on the City’s consultants or contractors to protect all personal information acquired from the City in the course of providing any service to the City.

11.2 Proponents should note that the Income Tax Act (Canada) requires that certain payments to non-residents be subject to tax withholding. Proponents are responsible for informing



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themselves regarding the requirements of the Income Tax Act (Canada), including the requirements to qualify for any available exemptions from withholding.

12.0 LEGAL TERMS AND CONDITIONS

12.1 The legal obligations of a Proponent that will arise upon the submission of its Proposal are stated in this Appendix 1 to the Form of Proposal. Except where expressly stated in these Legal Terms and Conditions: (i) no part of the RFP consists of an offer by the City to enter into any contractual relationship; and (ii) no part of the RFP is legally binding on the City.

12.2 POTENTIAL PROPONENTS MUST REVIEW THESE LEGAL TERMS AND CONDITIONS CAREFULLY BEFORE SUBMITTING A PROPOSAL.

REQUEST FOR PROPOSALS NO. PS20160427 TRAVEL MONITORING SYSTEM PART B – CITY REQUIREMENTS

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PART B - CITY REQUIREMENTS

1.0 The requirements stated in this Part B (collectively, the “Requirements”) are current as of the date hereof, but they may change or be refined in the course of the evaluation of Proposals or otherwise.

1.1 Introduction The City is to engage Proponents to provide a solution of a Travel Monitoring System (the “System”) to capture vehicle travel time, speeds and congestion metrics on the City’s roadways. This will include design, configuration, training, supply equipment (if applicable), data management, hosting of the data, analytical reports (including detailing peak, average and low travel times, speeds, intersection delays), and support services. The Travel Monitoring System will collect travel statistics by road segment using sensors, mobile phone or other measures that is sufficient to collect enough samples that travel information could be summarized by 15 minute intervals for all hours of the day. The Travel Monitoring System will detect road users’ unique electronic signals (mobile phone, vehicle hands-free system, etc.) along strategic points in the City’s road network to capture data as noted.

1.2 Background Information

The Traffic & Data Management Branch, Engineering Services, is responsible for collecting and managing traffic data on the City’s arterial streets. At this time, the only method to obtain real travel times on the City’s roadways is obtained from staff driving the streets and measuring the times. This is a time consuming and costly exercise. In addition, it is not environmentally sustainable as it adds vehicles on the road to capture travel time data.

As part of this project the City will require that personal information must not be captured. As such, all Media Access Control and/or mobile device addresses that are detected by the sensor system are not to be stored and a method must be used to ensure anonymity of the individual devices in the transmitted data.

1.3 Work Scope

Proponents are to provide a solution for the design, configuration, data management, and analysis, training and support services to capture individual vehicle travel time, speeds and other similar travel monitoring metrics along specific corridors in Vancouver. The City welcomes Proposals with hardware or non-hardware solutions meeting the City’s needs. For hardware solutions, the Proponents is to supply and deliver the hardware of Travel Monitoring System includes sensors, antennas, wireless Uplink equipment, associated mounting hardware and any other parts to make the Travel Monitoring System fully functioning as its intended use.

The proposed solution should be efficient to provide enough detail to capture accurate travel monitoring metrics including vehicle travel times within Vancouver’s Arterial Road Network as selected and shown in Map 1. The reports from the system must be able to report on individual road users as well as aggregated metrics on travel monitoring. Proponent(s) should also indicate what other if any congestions metrics useful for evaluating traffic conditions their system will capture. Proponents must provide their expected level of accuracy for the vehicle travel times and the number of sensors (if applicable) required along each corridor.

Further, the Travel Monitoring System must be scalable and allow for the initial deployment to be expanded to additional locations on the City’s Arterial Road Network to capture travel monitoring metrics beyond initial routes. Proponents should include sensor requirements, software, licensing and communications requirements including cost estimates for equipment


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technology along the corridors for a typical setup including the area of coverage and the expected level of accuracy of the Travel Monitoring System in measuring travel times.

The City is looking for a turn-key solution that will not require any connections into the City’s network or fibre infrastructure. Proponents should also include any requirements to install or connect into the City’s signal infrastructure to provide power to hardware if necessary.

The Proposal pertaining to signal controller/field mounted equipment and equipment location shall be reviewed by the City’s Electrical staff for each location independently. The City may request a change to the Proponent’s preferred equipment location in order to provide an installation that is cost-effective for the city.

The Proponents is required to provide suitable power cabling from their equipment to the nearest suitable splicing location, typically an electrical Junction Box. If the field investigations conducted by City’s Electrical staff suggest that an equipment location change is required to a less suitable location from the Proponent(s) perspective, the City will review the changes with the Proponent(s) to accommodate the City’s request, including additional equipment and/or price adjustment if necessary.

Summarized travel data is to be owned and accessible to the City through a portal and exportable to csv file format. Reports and graphical maps detailing peak, average and low travel times, speeds and intersection delay are to be generated from the system. The System must provide individual road user metrics and aggregated metrics on travel monitoring. The proponent may also add any other metrics that could be captured through the system. The system must have a QC and QA process to screen data and exclude erroneous or suspect data.

Map 1: City of Vancouver Arterial Road Network


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The following corridors within the City’s Arterial Road Network have been selected to be the Travel Monitoring System during the trial period: 1) Broadway Corridor: Broadway from Boundary Road to Alma 2) Kingsway Corridor: Main to Boundary 3) Hastings Street Corridor: Hastings Street from Howe Street to Nanaimo Street

4) Granville Corridor: Broadway to 70th Avenue

Proponents must describe the System design and expected accuracy within the selected corridors. Proponents should refer to the detailed requirements including the overall solution of the Travel Monitoring System, the interface and data of the System, administration and reporting of the System, and specifications of the hardware if applicable, provided in the Excel spreadsheet titled “PS20160427 - Travel Monitoring System Annex 1 – Detailed Requirements” posted on the City’s website.

1.4 Deliverables and Schedule Project deliverables include the following: supply of the Travel Monitoring System, identifying the arterial corridor selected for the trial, design configuration of a system for measuring vehicle travel time, speeds and congestion metrics on the City’s roadway; on-going support services to maintain the system, data management, documentation, training and reporting. The project schedule proposed by the successful Proponent will be reviewed and approved by the City.

1.5 The City will provide

Installation of hardware and power supply as applicable. For the proposals involving installation of hardware and power supply as applicable, the City intends to complete the installation of the equipment to the City’s infrastructure. However, it is the Proponents responsibility to provide instructions and/or training to ensure the City’s crew completes the equipment installation properly and it functions as per the intended use.

1.6 Performance Indicators

The City shall have a trial period of one year on the proposed Travel Monitoring System following complete installation and commissioning of all equipment (if applicable) delivered to the City. As part of this assessment the City will conduct a verification test of the travel Monitoring System by driving the routes and measuring travel times from one sensor location to the next to ensure that the accuracy of the Travel Monitoring System is within the Proponents indicated level of accuracy. In addition, the City will conduct, at a minimum, verification tests on an annual basis to test the accuracy of the Travel Monitoring System using the previously described procedure during the warranty period. Proponents can recommend additional methodologies to verify the accuracy of the Travel Monitoring System which will be considered and approved by the City to evaluate the Travel Monitoring System performance.


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In the event that the system does not meet the Proponent’s anticipated error margin as indicated in the Proposal, service and support will be provided at the cost of the Proponent to rectify the error. If the accuracy of the Travel Monitoring System does not meet the Proponent’s anticipated error margin within twenty (20) business days, the Travel Monitoring System is to be removed by the City’s crew. Expense of the removal of the Travel Monitoring System by the City shall be covered by the Proponent and the cost of the Travel Monitoring System shall be refunded to the City

Under normal operating conditions, data from the Travel Monitoring System is to be accessible to users at all times. The hosted solution and interface for reviewing and obtaining the data should be available 99% of the time during standard operational hours (Pacific Standard Time) 0700-1800 PST, Monday-Friday for the City.

Planned database outages (pre-approved by the City) are to be scheduled outside of the standard operational hours.

1.7 General Requirements

a) Delivery

If applicable, the Travel Monitoring System shall be delivered at the City’s work site designated by the City’s Project Manager. All the work sites are within the boundary of the City of Vancouver.

b) Product lead time and delivery

The City requires that the Travel Monitoring System be delivered to the delivery address stated in above sub - section a) within the schedule approved by the City, of the placement of a purchase order resulting from this RFP (the “Lead Time”). Deliveries must be completed between 8:00 am and 3:00 pm, Monday to Friday, excluding statutory holidays, unless other arrangements have been agreed to in writing.

c) Quantities

For each individual corridor requiring Travel Monitoring System during the contract term, the City will issue a purchase order to the successful Proponent to confirm the item requested and its quantities. There is no upfront commitment from the City offering any assurances that such quantities or volumes will in fact be required during the term of the contract.

d) Terms of payment

The City’s standard payment terms are “net thirty (30) days” through electronic fund transfer (the “EFT”) after receipt and approval of an invoice. The City would consider discounts or more favorable payment terms offered by the Proponents.

e) Alternative Goods/Deviations

If a Proponent offers goods that do not meet all of the requirements described in above under Section 1.0 instead of, or as an alternative to, goods meeting all of such requirements, the deviations or alternatives must be indicated in the Proponent’s quotation. The City may elect to consider and/or accept an offer of goods that deviate from those stated in Section 1.0, or the City may decide not to consider them, and may set


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aside the relevant Proponent’s quotation if it does not also offer goods meeting all of the requirements of Section 1.0.

f) Service capabilities

The successful Proponent must designate an account representative to serve as a point of contact and be responsible for managing the relationship between the City and any successful Proponent. The account representative will work with designated City staff to ensure that the City objectives are met as outlined within this Section 1.0 of Part B.

It is the City’s preference to receive technical support from the successful Proponent, as and when required, for cost-effective solutions through proper troubleshooting of the product and its components.

1.8 The Requirements stated herein are current as of the date hereof, but they may change or be refined in the course of the evaluation of Proposals or otherwise.

1.9 Unless otherwise stated, if, and wherever, the Requirements state a brand name, a make, the name of a manufacturer, a trade name or a vendor catalogue number; it is for the purpose of establishing a grade or quality of materials, goods or equipment only. It is not intended to rule out the use of other equivalent materials, goods or equipment. If, however, products other than those specified are proposed in any Proposal, the Proposal must explicitly include the names of such products and their manufacturers, any trade names and any applicable vendor catalogue numbers, and the City may request that the Proponent provide specific evidence of equivalency. Evidence of quality in the form of samples may also be requested.

1.10 To the extent that the Requirements express estimates of quantities or volumes of goods or services expected to be required by the City, the City cannot offer any assurances that such quantities or volumes will in fact be required.

REQUEST FOR PROPOSALS NO. PS20160427 TRAVEL MONITORING SYSTEM PART C – FORM OF PROPOSAL

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RFP No. PS20160427 Travel Monitoring System (the “RFP”)

Proponent’s Name: “Proponent”

Address:

Jurisdiction of Legal Organization:

Date of Legal Organization:

Key Contact Person:

Telephone: Fax:

E-mail:

The Proponent, having carefully examined and read the RFP, including all amendments and addenda thereto, if any, and all other related information published on the City’s website, hereby acknowledges that it has understood all of the foregoing, and in response thereto hereby submits the enclosed Proposal.

The Proponent further acknowledges that it has read and agrees to the Legal Terms & Conditions attached as Appendix 1 to this Form of Proposal.

IN WITNESS WHEREOF the Proponent has executed this Proposal Form: Signature of Authorized Signatory for the Proponent Date Name and Title Signature of Authorized Signatory for the Proponent Date Name and Title


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APPENDICES

The Form of Proposal includes the following attached Appendices:

APPENDIX 1 Legal Terms and Conditions of RFP

APPENDIX 2 Technical Solutions

APPENDIX 3 Commercial Proposal

APPENDIX 4 Proponents References

APPENDIX 5 Certificate of Insurance

APPENDIX 6 Declaration of Supplier Code of Conduct Compliance

APPENDIX 7 Corporate Sustainability Leadership Questionnaire

APPENDIX 8 Sustainability Requirements Questionnaire

APPENDIX 9 Personal Information Consent Form(s)

APPENDIX 10 Subcontractors

APPENDIX 11 Proposed Amendments to Form of Agreement

APPENDIX 12 Proof of WorkSafeBC Registration

APPENDIX 13 Conflicts; Collusion; Lobbying


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APPENDIX 1 LEGAL TERMS AND CONDITIONS OF RFP

1 APPLICATION OF THESE LEGAL TERMS AND CONDITIONS

These legal terms and conditions set out the City’s and the Proponent’s legal rights and obligations only with respect to the RFP proposal process and any evaluation, selection, negotiation or other related process. In no event will the legal terms and conditions of this Appendix 1 apply to, or have the effect of supplementing, any Contract formed between the City and the Proponent, or otherwise apply as between the Proponent and the City following the signing of any such Contract.

2 DEFINITIONS

In this Appendix 1, the following terms have the following meanings:

(a) “City” means the City of Vancouver, a municipal corporation continued pursuant to the Vancouver Charter.

(b) “Contract” means a legal agreement, if any, entered into between the City and the Proponent following and as a result of the Proponent’s selection by the City in the City’s RFP process.

(c) “Losses” means, in respect of any matter, all direct or indirect, as well as consequential: claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including without limitation all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement whether from a third person or otherwise).

(d) “Proponent” means the legal entity which has signed the Proposal Form, and “proponent” means any proponent responding to the RFP, excluding or including the Proponent, as the context requires.

(e) “Proposal” means the package of documents consisting of the Proposal Form (including this Appendix 1), the Proponent’s proposal submitted under cover of the Proposal Form, and all schedules, appendices and accompanying documents, and “proposal” means any proposal submitted by any proponent, excluding or including the Proponent, as the context requires.

(f) “Proposal Form” means that certain Part C of the RFP, completed and executed by the Proponent, to which this Appendix 1 is appended.

(g) “RFP” means the document issued by the City as Request for Proposals No. PS20160427, as amended from time to time and including all addenda.

3 NO LEGAL OBLIGATION ASSUMED BY THE CITY

Despite any other term of the RFP or the Proposal Form, including this Appendix 1 (except only Sections 7, 8.2 and 10 of this Appendix 1, in each case to the extent applicable), the City assumes no legal duty or obligation to the Proponent or to any proposed subcontractor in respect of the RFP, its subject matter or the Proposal unless and until the City enters into a Contract, which the City may decline to do in the City’s sole discretion.

4 NO DUTY OF CARE OR FAIRNESS TO THE PROPONENT

The City is a public body required by law to act in the public interest. In no event, however, does the City owe to the Proponent or to any of the Proponent’s proposed subcontractors (as opposed to the public) any contract or tort law duty of care, fairness, impartiality or procedural fairness in the RFP


May 24, 2017 Page C-4

process, or any contract or tort law duty to preserve the integrity of the RFP process. The Proponent hereby waives and releases the City from any and all such duties and expressly assumes the risk of all Losses arising from participating in the RFP process on this basis.

5 EVALUATION OF PROPOSALS

5.1 Compliance / Non-Compliance

Any proposal which contains an error, omission or misstatement, which contains qualifying conditions, which does not fully address all of the requirements or expectations of the RFP, or which otherwise fails to conform to the RFP may or may not be rejected by the City at the City’s sole discretion. The City may also invite a proponent to adjust its proposal to remedy any such problem, without providing the other proponents an opportunity to amend their proposals.

5.2 Reservation of Complete Control over Process

The City reserves the right to retain complete control over the RFP and proposal processes at all times. Accordingly, the City is not legally obligated to review, consider or evaluate the proposals, or any particular proposal, and need not necessarily review, consider or evaluate the proposals, or any particular proposal, in accordance with the procedures set out in the RFP, and the City reserves the right to continue, interrupt, cease or modify its review, evaluation and negotiation processes in respect of any or all proposals at any time without further explanation or notification to any proponents.

5.3 Discussions/Negotiations

The City may, at any time prior to signing a Contract, discuss or negotiate changes to the scope of the RFP, any proposal or any proposed agreement with any one or more of the proponents without having any duty or obligation to advise the Proponent or to allow the Proponent to vary its Proposal as a result of such discussions or negotiations with other proponents or changes to the RFP or such proposals or proposed agreements, and, without limiting the general scope of Section 6 of this Appendix 1, the City will have no liability to the Proponent as a result of such discussions, negotiations or changes.

5.4 Acceptance or Rejection of Proposals

The City has in its sole discretion, the unfettered right to: accept any proposal; reject any proposal; reject all proposals; accept a proposal which is not the lowest-price proposal; accept a proposal that deviates from the requirements of the RFP or the conditions specified in the RFP; reject a proposal even if it is the only proposal received by the City; accept all or any part of a proposal; enter into agreements respecting the subject matter of the RFP with one or more proponents; or enter into one or more agreements respecting the subject matter of the RFP with any other person at any time.

6 PROTECTION OF CITY AGAINST LAWSUITS

6.1 Release by the Proponent

Except only and to the extent that the City is in breach of Section 8.2 of this Appendix 1, the Proponent now releases the City, its officials, its agents and its employees from all liability for any Losses incurred in connection with the RFP or the Proposal, including any Losses in connection with:

(a) any alleged (or judicially determined) breach by the City or its officials, agents or employees of the RFP (it being agreed that, to the best of the parties’ knowledge, the City has no obligation or duty under the RFP which it could breach (other than wholly unanticipated obligations or duties merely alleged or actually imposed judicially))


May 24, 2017 Page C-5

(b) any unintentional tort of the City or its officials or employees occurring in the course of conducting the RFP process,

(c) the Proponent preparing and submitting the Proposal;

(d) the City accepting or rejecting the Proposal or any other submission; or

(e) the manner in which the City: reviews, considers, evaluates or negotiates any proposal; addresses or fails to address any proposal or proposals; resolves to enter into a Contract or not enter into a Contract or any similar agreement; or the identity of the proponent(s) or other persons, if any, with whom the City enters any agreement respecting the subject matter of the RFP.

6.2 Indemnity by the Proponent

Except only and to the extent that the City breaches Section 8.2 of this Appendix 1, the Proponent indemnifies and will protect, save and hold harmless the City, its officials, its agents and its employees from and against all Losses, in respect of any claim or threatened claim by the Proponent or any of its proposed subcontractors or agents alleging or pleading:

(a) any alleged (or judicially determined) breach by the City or its officials or employees of the RFP (it being agreed that, to the best of the parties’ knowledge, the City has no obligation or duty under the RFP which it could breach (other than wholly unanticipated obligations or duties merely alleged or actually imposed judicially));

(b) any unintentional tort of the City or its officials or employees occurring in the course of conducting the RFP process, or

(c) liability on any other basis related to the RFP or the proposal process.

6.3 Limitation of City Liability

In the event that, with respect to anything relating to the RFP or this proposal process (except only and to the extent that the City breaches Section 8.2 of this Appendix 1), the City or its officials, agents or employees are found to have breached (including fundamentally breached) any duty or obligation of any kind to the Proponent or its subcontractors or agents whether at law or in equity or in contract or in tort, or are found liable to the Proponent or its subcontractors or agents on any basis or legal principle of any kind, the City’s liability is limited to a maximum of $100, despite any other term or agreement to the contrary.

7 DISPUTE RESOLUTION

Any dispute relating in any manner to the RFP or the proposal process (except to the extent that the City breaches this Section 7 or Section 8.2 of this Appendix 1, and also excepting any disputes arising between the City and the Proponent under a Contract (or a similar contract between the City and a proponent other than the Proponent)) will be resolved by arbitration in accordance with the Commercial Arbitration Act (British Columbia), amended as follows:

(a) The arbitrator will be selected by the City’s Director of Legal Services;

(b) Section 6 of this Appendix 1 will: (i) bind the City, the Proponent and the arbitrator; and (ii) survive any and all awards made by the arbitrator; and

(c) The Proponent will bear all costs of the arbitration.


May 24, 2017 Page C-6

8 PROTECTION AND OWNERSHIP OF INFORMATION

8.1 RFP and Proposal Documents City’s Property

(a) All RFP-related documents provided to the Proponent by the City remain the property of the City and must be returned to the City, or destroyed, upon request by the City.

(b) The documentation containing the Proposal, once submitted to the City, becomes the property of the City, and the City is under no obligation to return the Proposal to the Proponent.

8.2 Proponent’s Submission Confidential

Subject to the applicable provisions of the Freedom of Information and Protection of Privacy Act (British Columbia), other applicable legal requirements, and the City’s right to publicly disclose information about or from the Proposal, including without limitation names and prices, in the course of publicly reporting to the Vancouver City Council about the RFP, the City will treat the Proposal (and the City’s evaluation of it), in confidence in substantially the same manner as it treats its own confidential material and information.

8.3 All City Information Confidential

(a) The Proponent will not divulge or disclose to any third parties any non-public documents or information concerning the affairs of the City which have been or are in the future provided or communicated to the Proponent at any time (whether before, during or after the RFP process). Furthermore, the Proponent agrees that it has not and must not use or exploit any such non-public documents or information in any manner, including in submitting its Proposal.

(b) The Proponent now irrevocably waives all rights it may have by statute, at law or in equity, to obtain any records produced or kept by the City in evaluating its Proposal (and any other submissions) and now agrees that under no circumstances will it make any application to the City or any court for disclosure of any records pertaining to the receipt, evaluation or selection of its Proposal (or any other submissions) including, without limitation, records relating only to the Proponent.

9 NO CONFLICT OF INTEREST / NO COLLUSION / NO LOBBYING

9.1 Declaration as to no Conflict of Interest in RFP Process

(a) The Proponent confirms and warrants that there is no officer, director, shareholder, partner, employee or contractor of the Proponent or of any of its proposed subcontractors, or any other person related to the Proponent’s or any proposed subcontractor’s organization (a “person having an interest”) or any spouse, business associate, friend or relative of a person having an interest who is: (i) an official or employee of the City; or (ii) related to or has any business or family relationship with an elected official or employee of the City, in each case, such that there could be any conflict of interest or any appearance of conflict of interest in the evaluation or consideration of the Proposal by the City, and, in each case, except as set out, in all material detail, in a separate section titled “Conflicts; Collusion; Lobbying” in the Proposal.

(b) The Proponent confirms and warrants that there is no person having an interest (as defined above) who is a former official, former employee or former contractor of the City and who has non-public information relevant to the RFP obtained during his or her employment or engagement by the City, except as set out, in all material detail, in a separate section titled “Conflicts; Collusion; Lobbying” in the Proposal.


May 24, 2017 Page C-7

9.2 Declaration as to No Conflict of Interest Respecting Proposed Supply

The Proponent confirms and warrants that neither the Proponent nor any of its proposed subcontractors is currently engaged in supplying (or is proposing to supply) goods or services to a third party such that entering into an agreement with the City in relation to the subject matter of the RFP would create a conflict of interest or the appearance of a conflict of interest between the Proponent’s duties to the City and the Proponent’s or its subcontractors’ duties to such third party, except as set out, in all material detail, in a separate section titled “Conflicts; Collusion; Lobbying” in the Proposal.

9.3 Declaration as to No Collusion

The Proponent confirms and warrants that:

(a) the Proponent is not competing within the RFP process with any entity with which it is legally or financially associated or affiliated, and

(b) the Proponent is not cooperating in any manner in relation to the RFP with any other proponent responding to the RFP,

in each case, except as set out, in all material detail, in a separate section titled “Conflicts, Collusion, Lobbying” in the Proposal.

9.4 Declaration as to Lobbying

The Proponent confirms and warrants that:

(a) neither it nor any officer, director, shareholder, partner, employee or agent of the Proponent or any of its proposed subcontractors is registered as a lobbyist under any lobbyist legislation in any jurisdiction in Canada or in the United States of America; and

(b) neither it nor any officer, director, shareholder, partner, employee or agent of the Proponent or any of its proposed subcontractors has engaged in any form of political or other lobbying whatsoever with respect to the RFP or sought, other than through the submission of the Proposal, to influence the outcome of the RFP process,

in each case as set out, in all material detail, in a separate section titled “Conflicts, Collusion, Lobbying” in the Proposal.

10 GENERAL

(a) All of the terms of this Appendix 1 to this Proposal Form which by their nature require performance or fulfillment following the conclusion of the proposal process will survive the conclusion of such process and will remain legally enforceable by and against the Proponent and the City.

(b) The legal invalidity or unenforceability of any provision of this Appendix 1 will not affect the validity or enforceability of any other provision of this Appendix 1, which will remain in full force and effect.

(c) The Proponent now assumes and agrees to bear all costs and expenses incurred by the Proponent in preparing its Proposal and participating in the RFP process.


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11 INDEPENDENT LEGAL ADVICE

THE PROPONENT ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE BEFORE SUBMITTING ITS PROPOSAL FORM, INCLUDING THIS APPENDIX 1.


May 24, 2017 Page C-9

APPENDIX 2 TECHNICAL SOLUTIONS

Complete this Appendix 2 – Technical Solutions in the form set out below.

1. Executive Summary

Provide a brief executive summary of your Proposal with an overview of the Proponent’s company, purpose and history of successes.

2. Methodology and Work Plan

Describe the overall solution and approaches for the Travel Monitoring System to meet the objectives and requirements described in Part B of the RFP. This section should correspond to Part B - City’s Requirements including but not limited to:

A description of the solution proposed for the Travel Monitoring System. This includes the

forms in the Excel Spreadsheet titled “PS20160427 - Travel Monitoring System Annex 1– Detailed Requirements” posted on the City’s website. Proponents must complete the forms in the Excel file and submit them as part of the Technical Proposal. Proponents should attach additional information associated with the forms as appropriate as per Annex 1a – Response Addendum.

A project plan and recommended implementation approach of the Travel Monitoring System which includes the detailed project plan, deliverables and staff training. The Proponent’s project plan should make reference to the section of Requirements as appropriate. As part of the project plan, the Proponent should explain or provide documentation and training material explaining how it would support the City’s staff in reviewing the data, running of reports and exporting of the data. Please explain in detail the on-site training approach and methodology.

Please provide the major deliverables in the table below with the format of + days for the expected delivery date.

Item # Brief Descriptions of Deliverables Due Date

1 Contract award TBD

2 Initial kick off meeting 10 days after PO Issued

3

+ Days

4

5

6


May 24, 2017 Page C-10

7

8

9

10

Note:

The Proponent’s implementation plan shall also include each of the deliverables specified above in the project plan.

A description of the quality assurance/control plan for determining the accuracy and consistency of the solution. As per Annex 1, section 2.6, proponents shall attach additional information into Annex 1a – Response Addendum.

A description of maintenance services and on-going technical support services, including service request and troubleshooting processes.

3. Product Specifications

For hardware based solution, Proponents should include:

A. A detailed product specifications (product profile); B. A guide and user menu for product installation on the City’s facilities; C. A list of Supplier/Manufacturer/Product Warranty as below, which should list the contact

information of all suppliers and/or manufacturers for the products required in this RFP, lead time and product warranty.

Product Name Supplier Manufacturer Manufacturing Facility Address

Lead Time

Product Warranty

4. Key Personnel

Identify and provide professional biographical information for the key personnel that would perform the Proponent’s work, outlining their intended roles in meeting the Requirements; if appropriate, a complete organization chart, identifying all roles and areas of responsibility. Preference may be given to Proponents and proposed personnel that demonstrate knowledge and experience in the delivery of a solution for the design, configuration, data management, analysis, training and support services to capture vehicle travel time, speeds and congestion


May 24, 2017 Page C-11

metrics along corridors. Each Proponent should make clear in its Proposal its relevant knowledge and experience, and that of its proposed personnel.

5. Reference

Provide names and contact information for at least three parties for whom the Proponent has provided similar solutions or systems in the past by completing the table provided in Appendix 4 of Part C. The Proponent is to describe the Proponent’s relevant experience with similar scale and with similar solution architecture over the last three years in at least 1 major city as well as references for same by completing the table in Appendix 4 of Part C. The Proponent may, at its own discretion, expand on the number of references and information that it deems necessary to support its Proposal. By submitting a Proposal, the Proponent consents to the City contacting these references, and consents to the City also contacting any other organization for the purposes of evaluating the Proponent’s company and Proposal.

6. Subcontractor

List all of the subcontractors that the Proponent proposes to use in carrying out its work under an Agreement, or state that the Proponent does not propose to use any subcontractors by completing Appendix 10 of Part C. If selected to enter into an Agreement with the City, the Proponent may be limited to using subcontractors listed in its Proposal. If the City objects to a subcontractor listed in a Proposal, the City may permit a Proponent to propose a substitute Subcontractor acceptable to the City.

7. The City is committed to environmental and socio-economic sustainability. Therefore, each Proposal should contain a section titled “Sustainability,” wherein the Proponent should describe the environmental aspects of its Proposal. In addition, this section of the Proposal should include:

Declaration of Supplier Code of Conduct Compliance form, as attached as Appendix 6 to Part C;

Vendor Sustainability Leadership questionnaire, as attached as Appendix 7 to Part C; Goods Sustainability Requirements, as attached as Appendix 8 to Part C; Service Sustainability Requirements, as attached as Appendix 8 to Part C.

8. Notwithstanding any other provision hereof, the City welcomes Proposals respecting innovative or novel approaches to the City’s objectives and requirements and may consider value-creating Proposals that derogate from the Requirements. Each Proposal should contain a section titled “Deviations and Variations,” in which the Proponent should: (i) note proposed deviations or variations from the terms and conditions set out in the RFP or from the Requirements, even if such deviations or variation are also noted elsewhere in the Proposal; and (ii) detail proposed amendments to the Form of Agreement. If no amendments to the Form of Agreement are proposed, the Proponent should state that its Proposal is fully consistent with the Form of Agreement.


May 24, 2017 Page C-12

9. If, in addition to proposing services which meet the Requirements, the Proponent wishes to offer an alternative or alternatives, the alternative solution(s) should to be submitted separately as an appendix within the Proposal. Any pricing impact of the alternative solution(s) should be provided separately in the appendix.

10. Each Proponent should note Section 9 of Appendix 1 to Part C and should include in its Proposal a section entitled “Conflicts; Collusion; Lobbying” as necessary.

11. The sections of each Proposal should be arranged in the order in which they are referred to in this Part C. Proponents should avoid, to the extent possible, the inclusion of other top-level Proposal sections.

12. Each Proponent should submit with its Proposal a Certificate of Existing Insurance, in the form of Appendix 5 to Part C of the RFP, duly completed and signed by its insurance agent or broker as evidence of its existing insurance, along with a letter from its insurance broker or agent indicating whether or not (and, if not, then to what extent) it will be able to comply with the insurance requirements set out in Section 23.0 of the Form of Agreement, should the Proponent be selected as a successful Proponent. Any successful Proponent will also be required to provide proof of the satisfaction of all insurance requirements prior to or concurrently with the City entering into any Agreement.

13. Each Proponent should submit with its Proposal proof of valid WorkSafeBC registration. Such registration should be maintained as specified in Section 12.0 of the Form of Agreement.

14. Each Proposal must be submitted under the cover of a completed Proposal Form, including Appendix 1 thereto.


May 24, 2017 Page C-13

APPENDIX 3 COMMERCIAL PROPOSAL

Complete this Appendix 3 - Commercial Proposal in the form as provided in the Excel File “PS20160427 Annex 2 – Travel Monitoring System– Pricing” posted on the City’s website.

Proponent to provide proposed pricing and payment terms, which should be in accordance with Part A, Section 7 of the RFP as well as any other sections of the RFP imposing requirements as to pricing. If Proponent is submitting its Proposal by electronic copy (on memory stick/USB) please ensure Appendix 3 – Commercial Proposal is provided as a separate file to the entire Proposal. If the Proponent is submitting its Proposal via envelope please ensure Appendix 3 – Commercial Proposal is provided in a separate sealed envelope. Only one (1) hard copy of the Commercial Proposal is required.

A. Table A is a summary table for the project fees during the one year trial period for the Travel Monitoring System along the selected corridors, inclusive of all disbursements and taxes (except GST and PST, which are shown in separate lines in the table), showing all costs associated with the work scope of supply Travel Monitoring System as outlined in Part B of the RFP:

- If the solution is non-hardware based, complete Table A items 5-9 only; otherwise, complete Table A specifying the quantity of the hardware of Travel Monitoring System based on the corridor and the number of city blocks for each corridor.

- A breakdown of the project fees into the costs associated with project activities or deliverables for the Travel Monitoring System to be delivered for the selected corridors; If applicable, Proponents should identify the quantity of Travel Monitoring System required for the selected corridors to meet the City’s Requirements.

- If a sub-contractor is utilized, please list out the price in a separate line;

- Items that cannot be categorized under items 1-8 in Table A but are essential to complete the scope of work as per the RFP must be listed under item 9 “Others” with a brief descriptions in the same column of the same row;

- Proponents must indicate in the proposal if the monthly fees for item 6 and item 7 in Table A will change when more corridors are included for travel monitoring during the term of the contract, and if any, indicate how they will change.

- Proponents must confirm if there is additional fees or service charges for accessing or exporting the data from the system, and list out the pricing in item 9 of Table A if there is any;

- Proponents should NOT include the fees for optional items in Table A. All additional scope of work, innovative concepts and approaches, alternatives should be instead listed out in Table B below.


May 24, 2017 Page C-14

TABLE A – PROJECT FEES – Trial Period Items 1a. to 4b. are for hardware based solution

Item Description Quantity Unit of Measure

Unit Price Sub-total

1a. Supply of the hardware of Travel Monitoring System required for Broadway Corridor as identified in Part B herein

______ Per unit

$___ $_____

1b. Design and Configuration for Broadway Corridor 1 Per corridor

$___ $_____

2a. supply of the hardware of Travel Monitoring System required for Kingsway Corridor as identified in Part B herein

______ Per unit

$___ $_____

2b. Design and Configuration for Kingsway Corridor 1 Per corridor

$___ $_____

3a. supply of the hardware of Travel Monitoring System required for Hastings Corridor as identified in Part B herein

______ Per unit

$___ $_____

3b. Design and Configuration for Hastings Corridor 1 Per corridor

$___ $_____

4a. Supply of the hardware of Travel Monitoring System for Granville Corridor as identified in Part B herein

______ Per unit $___ $_____

4b. Design and configuration for Granville Corridor 1 Per corridor

$___ $_____

Items 5 - 9. are for both hardware and non-hardware base solutions

Item Description Quantity Unit of Measure

Unit Price Sub-total

5. Project and data management, analysis, training and support services during the go-live period

1 One Time $___ $_____

6. On-going hosting/support services to operate and maintain the system, data management and reporting

12 Monthly

$___ $_____

7. Cloud hosting for data and corresponding access to data and reports

12 Monthly $___ $_____

8. Quote the monthly data services costs and indicate the provider

12 Monthly $___ $_____

9. Others, if any (please specify) _______ ______ $___ $_____


May 24, 2017 Page C-15

B. Table B - optional items should be used to capture the fees for additional scope of work, innovative concepts and approaches, or alternative goods proposed.

TABLE B – OPTIONAL ITEMS

item Description with reference to the

Proposal

Unit Price

Unit of Measure

Sub-total

(excluding PST & GST)

Additional scope of work, Innovative concepts and approaches, or alternative goods

C. Table C is a pricing table outlining all the unit prices for applicable labour, materials and/or project activities, which will be fixed during the Term of the Agreement. This pricing table will apply after the trial period for the Travel Monitoring System on the corridors identified by the City.

TABLE C – PROJECT FEES – POST-TRIAL PERIOD

Items 1. to 2. for hardware based solution

Item Description Unit of Measure Unit Rate

1. Supply of the hardware of the Travel Monitoring System

Per unit $_____

2. Design and Configuration for one corridor Per corridor $_____

Items 3. to 7. for both hardware and non-hardware based solutions

Item Description Unit of Measure Unit Rate

3. Project and data management, analysis, training and support services during the go-live period

One Time $_____

4. On-going hosting/support services to operate and maintain the system, data management and reporting

Monthly $_____

5. Cloud hosting for data and corresponding access to data and reports.

Monthly $_____

6. Quote the monthly data services costs and indicate the provider

Monthly $_____

7. Others, if any (please specify) ______ $_____


May 24, 2017 Page C-16

D. Terms of Payment

cash discount allowance of ___% will be allowed if accounts are: (a) paid within ____ days; or (b) paid by the ____th of the month following

(a) or (b) shall be clear days from date of acceptance by the City, or receipt of invoice by the City, whichever is later.


May 24, 2017 Page C-17

APPENDIX 4 PROPONENT’S REFERENCES

Complete this Appendix 4 - Proponents References in the form set out below. Client Name # 1

Address (City and Country)

Contact Name

Title of Contact

Telephone No.

E-mail Address

Length of Relationship

Brief Description of Work, Location of the Travel Monitoring System and the Installation Date, Project Duration

Client Name # 2


Contact Name

Title of Contact

Telephone No.

E-mail Address



Client Name # 3


Contact Name

Title of Contact

Telephone No.

E-mail Address




May 24, 2017 Page C-18

APPENDIX 5 CERTIFICATE OF INSURANCE

Appendix 5 is to be duly completed and signed by the Proponent’s insurance agent or broker as evidence of its existing insurance, along with a letter from its insurance broker or agent indicating whether or not (and, if not, then to what extent) it will be able to comply with the insurance requirements set out in the Form of Agreement, should the Proponent be selected as a successful Proponent. (Any successful Proponent will also be required to provide proof of the satisfaction of all insurance requirements prior to or concurrently with the City entering into any Agreement.)


May 24, 2017 Page C-19

Section 2 through 8 – to be completed and executed by the Insurer or its Authorized Representative

1. THIS CERTIFICATE IS ISSUED TO: City of Vancouver, 453 W 12th Avenue, Vancouver, BC, V5Y 1V4 and certifies that the insurance policy (policies) as listed herein has/have been issued to the Named Insured and is/are in full force and effect.

2. NAMED INSURED (must be the same name as the proponent/bidder and is either an individual or a legally incorporated company)

2.

BUSINESS TRADE NAME or DOING BUSINESS AS

BUSINESS ADDRESS

DESCRIPTION OF OPERATION

3. PROPERTY INSURANCE (All Risks Coverage including Earthquake and Flood)

INSURER Insured Values (Replacement Cost) -

TYPE OF COVERAGE Building and Tenants’ Improvements $

POLICY NUMBER Contents and Equipment $

POLICY PERIOD From to Deductible Per Loss $

4. COMMERCIAL GENERAL LIABILITY INSURANCE (Occurrence Form) Including the following extensions: INSURER √ Personal Injury POLICY NUMBER √ Property Damage including Loss of Use POLICY PERIOD From to √ Products and Completed Operations Limits of Liability (Bodily Injury and Property Damage Inclusive) - √ Cross Liability or Severability of Interest Per Occurrence $ √ Employees as Additional Insureds Aggregate $ √ Blanket Contractual Liability All Risk Tenants’ Legal Liability $ √ Non-Owned Auto Liability Deductible Per Occurrence $

5. AUTOMOBILE LIABILITY INSURANCE for operation of owned and/or leased vehicles INSURER Limits of Liability - POLICY NUMBER Combined Single Limit $ POLICY PERIOD From to If vehicles are insured by ICBC, complete and provide Form APV-47.

6. UMBRELLA OR EXCESS LIABILITY INSURANCE Limits of Liability (Bodily Injury and Property Damage Inclusive) - INSURER Per Occurrence $ POLICY NUMBER Aggregate $ POLICY PERIOD From to Self-Insured Retention $

7. PROFESSIONAL LIABILITY INSURANCE Limits of Liability INSURER Per Occurrence/Claim $

POLICY NUMBER Aggregate $

POLICY PERIOD From to Deductible Per $ Occurrence/Claim If the policy is in a “CLAIMS MADE” form, please specify the applicable Retroactive Date:

8. OTHER INSURANCE TYPE OF INSURANCE Limits of Liability INSURER Per Occurrence $ POLICY NUMBER Aggregate $ POLICY PERIOD From to Deductible Per Loss $

CERTIFICATE OF EXISTING INSURANCE

TO BE COMPLETED AND APPENDED TO THE PROPOSAL


May 24, 2017 Page C-20

TYPE OF INSURANCE Limits of Liability INSURER Per Occurrence $ POLICY NUMBER Aggregate $

POLICY PERIOD From to Deductible Per Loss $

SIGNED BY THE INSURER OR ITS AUTHORIZED REPRESENTATIVE

Dated PRINT NAME OF INSURER OR ITS AUTHORIZED REPRESENTATIVE, ADDRESS AND PHONE NUMBER _________________________________________________________________________________________________


May 24, 2017 Page C-21

UNDERTAKING OF INSURANCE

To: City of Vancouver

Re: RFP PS20160427 –TRAVEL MONITORING SYSTEM

Dear Sirs:

We, the undersigned have completed, signed and attached the “Certificate of Existing Insurance”

enclosed with this undertaking and now also do hereby undertake and agree that if

(the “Proponent”) is awarded the Contract, we will

insure the Proponent in accordance with the requirements of the Professional Service Agreement, a

copy of which is included in the RFP Documents and will form part of the Contract Documents.

Dated at , __________ (province), this day of 2017.

By:

Title:

Full Corporate Name of Insurer:

The “Certificate of Existing Insurance” provided with the RFA should be completed and signed and enclosed with this Letter both of which are to be signed by the Insurance Company or an authorized Broker on behalf of the Insurance Company. A SEPARATE FORM (AND CERTIFICATE OF EXISTING INSURANCE) SHOULD BE SIGNED FOR EACH POLICY IF TENDERER HAS MORE THAN ONE INSURER OR BROKER FOR ITS POLICIES.


May 24, 2017 Page C-22

APPENDIX 6 DECLARATION OF SUPPLIER CODE OF CONDUCT COMPLIANCE

Complete this Appendix 6 - Declaration of Supplier Code of Conduct Compliance in the form set out below.

Purpose: All proposed suppliers are to complete and submit this form to certify compliance with the supplier performance standards set out in the Supplier Code of Conduct.

The City of Vancouver expects each supplier of goods and services to the City to comply with the supplier performance standards set out in the City’s Supplier Code of Conduct (SCC) <http://vancouver.ca/policy_pdf/AF01401P1.pdf>. The SCC defines minimum labour and environmental standards for City suppliers and their subcontractors.

Suppliers are expected to comply with the aforementioned standards upon submitting a tender, proposal, application, expression of interest or quotation to the City, or have a plan in place to comply within a specific period of time. The City reserves the right to determine an appropriate timeframe in which suppliers must come into compliance with these standards. To give effect to these requirements, an authorized signatory of each proposed vendor must complete the following declaration and include this declaration with its submission:

As an authorized signatory of ____________________________(vendor name), I declare that I have reviewed the SCC and to the best of my knowledge, ___________________________ (vendor name) and its proposed subcontractors have not been and are not currently in violation of the SCC or convicted of an offence under national and other applicable laws referred to in the SCC, other than as noted in the table below (include all violations/convictions that have occurred in the past three years as well as plans for corrective action).

Section of SCC / title of law

Date of violation /conviction

Description of violation / conviction

Regulatory / adjudication body and document file number

Corrective action plan

I understand that a false declaration and/or lack of a corrective action plan may result in no further consideration being given to the submission of ____________________________ (vendor name).

Signature:

Name and Title:


May 24, 2017 Page C-23

APPENDIX 7 CORPORATE SUSTAINABILITY LEADERSHIP QUESTIONNAIRE

Complete this Appendix 7 – Corporate Sustainability Leadership Questionnaire in the form set out below. As part of the City’s Corporate Procurement Policy and related Supplier Code of Conduct described in Section 8.1 of Part A, all City vendors must meet minimum requirements related to ethical, social and environmental standards. Beyond these basic requirements, the City would like to recognize vendors that are demonstrating leadership and innovation in sustainability. In order to be able to do so, the City requires that Proponents answer the following questions. The answers provided will be evaluated as part of the Proposal evaluation process described in Section 7.0 of Part A. Please keep in mind that these questions relate to your company’s internal operations and overall sustainability leadership. The City may request that the Proponent provide additional information to support any of the responses provided. If additional space is required, the Proponent may attach its response(s) to this Appendix 6 and reference the relevant question and section number. For all questions where the answer is ‘Yes’ and additional information is requested, if this information is not included in the Proposal, the answer may not be evaluated. For all questions where there is a word limit, responses are to be kept within this word limit. Information in excess of the word limit may not be evaluated. Questionnaire structure:

Section 1: Environmental Impact Reducing greenhouse gas (GHG) emissions

Reducing waste

Sustainable purchasing

Section 2: Social Impact Workplace development programs

Supporting social enterprises

Section 3: Definitions Definitions for key terms used in this Annex.

SECTION 1: ENVIRONMENTAL IMPACT This section of the leadership questionnaire addresses the following:

reducing greenhouse gas (GHG) emissions reducing waste sustainable purchasing


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1. Does your company own or lease buildings (including warehouses) in Metro Vancouver?

Yes No

If no, skip to question 2. If yes, describe efforts in the past three (3) years to improve the energy efficiency of buildings owned and/or leased in Metro Vancouver with respect to the elements listed below. Please limit answer to 300 words or less.

a. Equipment and lighting upgrades (e.g., HVAC, water heaters, LED lighting): b. Building envelope improvements (e.g., insulation, windows): c. Staff conservation and engagement programs (e.g., turning off lights and computers, etc.)

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

2. Does your company own or lease fleet vehicles and/or heavy off-road equipment to be operated in

Metro Vancouver?

Yes No If no, skip to question 3. If yes, describe actions in the past three (3) years to reduce the GHG emissions of vehicles and heavy equipment operated in Metro Vancouver. (Actions could include: purchase of low emissions vehicles, use of alternative fuels, deployment of telematics software, driver training programs, etc.). Please limit answer to 300 words or less. ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

3. Describe any other initiatives that have significantly reduced the GHG emissions of your operations. Please limit answer to 200 words or less.

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

4. Does your company have an office recycling program in place?

Yes No

If yes, which materials does your company recycle -- check only those that apply:

office paper plastic and glass containers soft plastic food waste/compostable batteries


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printer or toner cartridges Styrofoam

5. Describe any other initiatives that have significantly reduced waste from your operations. Please limit answer to 200 words or less.

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

6. Indicate which environmentally preferable goods or services your company currently purchases – check only those that apply:

Fair trade and/or organic beverages or other sustainable food items Copy paper (e.g., 100 per cent post-consumer waste; Forest Stewardship Council certified, tree

free) Janitorial supplies (e.g., ECOLOGO, Green Seal certified) IT equipment (e.g., ECOLOGO, EPEAT Gold, EnergyStar qualified) Office products Printing services Promotional (marketing) items (e.g, corporate giveaways, prizes, employee recognition

awards) Courier services Catering services Landscaping Services Other: (list)

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

SECTION 2: SOCIAL IMPACT This section of the leadership questionnaire addresses the following elements:

Workplace development programs Supporting social enterprises

1. Does your company employ and/or provide training opportunities for people with barriers to employment (e.g., people with addictions, disabilities, mental health issues; people who are newcomers or refugees, etc.) that go beyond the hiring practices required by law? See definition of people with barriers in Section 3 below.

Yes No

If yes, describe the program including the name of non-profit or educational institution or government agency that you work with to identify potential trainees or employees; and the number of employees/trainees that work in your company. _____________________________________________________________________________________


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_______________________________________________________________________________________________________________________________________________

2. Does your company conduct business with, or support in other ways, one or more social enterprises (as defined in Section 3 below)? Yes No

If yes, name the social enterprise(s) and describe the nature of the business conducted and/or support provided. ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

3. Is your company structure either of the following:

a. Social enterprise (as defined in Section 3 below).

Yes No

If yes, state the name of the non-profit or co-operative (including society and/or charitable number):

__________________________________________________________________________

b. Community Contribution Company (C3 or CCC, as defined in Section 3 below)

Yes No

4. Describe any additional social sustainability initiatives that demonstrate your company’s

commitment to the health and well-being of local communities. Please limit answers to 200 words or less.

____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

SECTION 3: DEFINITIONS Social Enterprise: “Social enterprises are businesses owned by non-profit organizations, that are directly involved in the production and/or selling of goods and services for the [combined] purpose of generating income and achieving social, cultural, and/or environmental aims (Social Enterprise Council of Canada).” See www.socialenterprisecanada.ca. In addition to having the aforesaid combined purpose, to qualify as a “Social Enterprise” for purposes hereof, an entity must:

be a business operated by a registered non-profit or community services co-operative;


May 24, 2017 Page C-27

have a product or service that it sells to customers; have a defined social and/or environmental mandate.

Person with Barriers to Employment: A ’person with barriers to employment’ is someone who faces one or more circumstances that can lead to underemployment or unemployment. There are a wide range of circumstances that can create barriers to employment including but not limited to: addictions, disabilities, mental health issues, and being a newcomer or refugee. For the purposes hereof, to qualify as a person with barriers to employment, the employee or trainee must be participating in a recognized, pre-approved employment program for person(s) with barriers to employment run by a non-profit organization or educational institution or government agency. Community Contribution Company (C3): “Community Contribution Company” means a corporation formed under the laws of British Columbia that includes in its articles the following statement: This company is a community contribution company, and, as such, has purposes beneficial to society. This company is restricted, in accordance with Part 2.2 of the Business Corporations Act, in its ability to pay dividends and to distribute its assets on dissolution or otherwise. Or, a company incorporated under another jurisdiction that includes in its articles substantively similar restrictions related to dividends and distribution of assets. Refer to www.fin.gov.bc.ca/prs/ccc for more information.


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APPENDIX 8

SUSTAINABILITY REQUIREMENTS QUESTIONNAIRE

Complete this Appendix 8 –Sustainability Requirements in the form set out below.

Goods Sustainability Requirements – for hardware based solutions The City seeks good(s) with the following environmentally preferable attributes:

a) energy efficient b) has the highest possible post-consumer recycled content c) has no or minimal packaging d) carries an eco-certification from an independent 3rd party (such as ECOLOGO, Green Seal,

Forest Stewardship Council, etc.) e) does not contain substances of concern or create substances of concern during its production,

use or disposal f) is a Fairtrade certified agricultural good such as coffee, tea, or sugar.

The Proponent is to address the questions below regarding the environmentally preferable attributes of the good(s) being offered. If the question is not applicable to the type of good(s) being offered, indicate “not applicable.” 1. Is the good more energy efficient than other goods in the same product class? Yes No Not applicable If yes, provide information to demonstrate that the good is more energy efficient. See definition below. 2. Does the good contain post-consumer recycled content? See definition below. Yes No Not applicable If yes, what is the post-consumer recycled content of the good(s)?

3. Does the good come with packaging?

Yes No Not applicable If yes, describe the packaging and explain how your company plans to minimize packaging?

4. Does the good carry a 3rd party eco-certification? See definition below. Yes No Not applicable If yes, please list the 3rd party certification(s) carried by the good(s):

5. Does the good contain any substances of concern and/or create any substances of concern in its

manufacture, use or disposal? See definition below. Yes No If yes, please indicate which substances of concern it contains or creates:


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6. Is the good Fairtrade certified? Yes No Not applicable If yes, list the Fairtrade certification:

7. Definitions: Energy Efficiency: Ways to demonstrate energy efficiency, include, but are not limited to the following types of measures:

EnergyStar qualified position on the EnerGuide label “energy consumption indicator” (e.g., above 50%). Other energy efficiency measures appropriate to the product category (e.g., SEER for a heat

pump, AFUE for a furnace or boiler; energy factor – EF for a hot water heater, etc.). Post-consumer recycled content: Post-consumer recycled content is the amount of material in a good that has completed its intended use as a consumer item (such as a sheet of copy paper or a plastic bottle), has been diverted from the waste stream by having been collected in a residential or commercial recycling program, and has been incorporated into a new product.) 3rd party eco-certification: 3rd party eco-certification refers to a type 1 eco-label that is a voluntary, multiple-criteria based, third party program that awards a license that authorizes the use of environmental labels on products – indicating overall environmental prefer-ability of a product within a particular product category based on life cycle considerations. Examples include: ECOLOGO, GREENGUARD, Green Seal, etc. Substances of concern: The following are substances of concern to the City due to their adverse effects on the environment including human, plant and animal health. Good(s) offered should:

• not contain “persistent bioaccumulative and toxic” (PBT) chemicals such as hexachlorobenzene, DDT, PCBs, mercury, etc). See http://www.epa.gov/pbt/pubs/cheminfo.htm for more information;

• not contain heavy metals of concern such as lead, mercury, nickel, cadmium, etc.; and • not create dioxins during their manufacture, use or disposal.


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Service Sustainability Requirements – for both hardware and non-hardware based solutions The City seeks a Proponent that can deliver the proposed service(s) in an environmentally and socially responsible manner. This includes the following requirements:

a) uses the most more energy efficient equipment and vehicles possible or provides a viable low carbon alternative to the use of equipment or vehicles that consume energy;

b) minimizes waste disposed to landfill or incinerator; c) uses environmentally preferable products or materials in delivering the service (e.g., products

that contain higher post-consumer recycled content; that carry a 3rd party eco-certification; or do not contain or create substances of concern);

d) uses social enterprises and/or employs people with barriers to employment in delivering part, or all, of the service.

The Proponent is to address the questions below for the service(s) that will be provided. If the question is not applicable to the service provided, indicate “not applicable.”

a) Are the equipment and vehicle(s) to be used the most energy efficient possible or is your company able to offer a low carbon alternative to the use of energy-consuming equipment or vehicles? Yes No Not applicable to service

If yes, provide information to demonstrate that the equipment and/or vehicles to be used are the most energy efficient possible (e.g., Energy Star certification; position on the EnerGuide label; type of fuel used; City fuel economy (L/100km). If a low carbon alternative is being proposed, provide information to demonstrate that it consumes less energy.

b) Will the delivery of the service generate solid waste that must be disposed of to landfill or

incinerator? Yes No Not applicable to service If yes, describe how your company would minimize solid waste disposed to landfill or incinerator.

c) Are any of the products and/or materials to be used in delivering the service environmentally preferable (e.g., contain higher post-consumer waste recycled content; carry a 3rd party eco-certification; non-toxic)? See definitions below for more information.

Yes No Not applicable to service

If yes, please provide information to demonstrate that the products or materials are environmentally preferable (e.g. per cent post-consumer waste; 3rd party certification, free of substances of concern, etc.)

d) Is your company able to use a social enterprise and/or employ people with barriers to employment in delivering part, or all, of the service(s). Yes No If yes, please describe how your company would propose to do this.


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APPENDIX 9 PERSONAL INFORMATION CONSENT FORM(S)

Complete one copy of this Appendix 8 - Personal Information Consent Form(s), in the form set out below, for each key personnel for whom a CV or other information regarding employment history and qualifications has been included in the Proposal.

PERSONAL INFORMATION CONSENT FORM

RFP

Reference PS20160427

Title: Travel Monitoring System

With the provision of my signature at the foot of this statement I,

(Print Name)

consent to the indirect collection from

(Print Name of Proponent)

of my personal information in the form of a work history, resume or summary of qualifications.

In consenting to this indirect collection, I understand that my personal information, so collected, will be used by the City for the sole purpose of evaluating the submitted response to the above-noted procurement process. I understand further that my personal information, once collected by the City, will be handled by the City in accordance with the provisions of the (BC) Freedom of Information and Protection of Privacy Act.

) ) Signature ) Date


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APPENDIX 10 SUBCONTRACTORS

Complete this Appendix 9 - Subcontractors in the form set out below by listing all of the subcontractors that the Proponent proposes to use in carrying out its work under an Agreement, or state that the Proponent does not propose to use any subcontractors.

If selected to enter into an Agreement with the City, the Proponent may be limited to using subcontractors listed in its Proposal. If the City objects to a subcontractor listed in a Proposal, the City may permit a Proponent to propose a substitute Subcontractor acceptable to the City.

Subcontracted Scope

Subcontractor

Contact (name, title, email, telephone no.)

Approximate Percent of the Work to be Subcontracted

The Subcontractor’s Relevant Experience (identify at least three similar projects within the last five years, including the client)

1. Project Name:

Client:

Nature of Work:

Value:

Client Contact:

2. Project Name:

Client:

Nature of Work:

Value:

Client Contact:

3. Project Name:

Client:

Nature of Work:

Value:

Client Contact:


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APPENDIX 11 PROPOSED AMENDMENTS TO FORM OF AGREEMENT

Complete this Appendix 10 – Proposed Amendments to Form of Agreement in the form set out below by detailing any proposed amendments to the Form of Agreement. If no amendments to the Form of Agreement are proposed, state “none”. It is at the City’s sole discretion whether or not these proposed amendments will be considered for the Form of Agreement.

Section / General Condition Proposed Amendment Rationale and Benefit


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APPENDIX 12 PROOF OF WORKSAFEBC REGISTRATION

Attached as Appendix 12 to this Form of Proposal proof of valid WorkSafeBC registration.


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APPENDIX 13 CONFLICTS; COLLUSION; LOBBYING

Complete this Appendix 12 – Conflicts; Collusion; Lobbying in the form set out below by setting out any exceptions to the declarations in Section 9 of the Legal Terms and Conditions attached as Appendix 1 to this Form of Proposal or indicate that there are no exceptions, as applicable.

Exceptions to Declaration as to no Conflict of Interest in RFP Process (Section 9.1 of Legal Terms and Conditions)

Exceptions to Declaration as to No Conflict of Interest Respecting Proposed Supply (Section 9.2 of Legal Terms and Conditions)

Exceptions to Declaration as to No Collusion (Section 9.3 of Legal Terms and Conditions)


PART D – FORM OF AGREEMENT

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TRAVEL MONITORING SYSTEM

AGREEMENT (SAMPLE)

THIS AGREEMENT (the “Agreement”) made as of the ___ day of ________, 2017.

BETWEEN:

(“Vendor”)

OF THE FIRST PART

AND:

CITY OF VANCOUVER, a municipal corporation continued under the Vancouver Charter (British Columbia) and having an office at 453 West 12th Avenue, Vancouver, British Columbia, V5Y 1V4

(the “City”)

OF THE SECOND PART

BACKGROUND:

A. The City requires the software, equipment and services described herein, and desires to engage Vendor to deliver said software, equipment and services. Notwithstanding any other provision hereof, goods and services shall only be rendered hereunder upon the City submitting to the Vendor an order or other written instructions to provide the particular goods and Services, and, then, only to the extent of such order or other written instructions, and the City shall not have any obligation to order or purchase any Services solely by reason of entering into this Agreement as of the date hereof, and the City shall only be obliged to receive and pay for such goods and Services as it orders or instructs the Vendor to provide subsequent to the date hereof.

B. Vendor has agreed to deliver the said software, equipment and services in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises made by the parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:



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1.0 DEFINITIONS AND SCHEDULES

1.1 In this Agreement, including the Background section and all schedules, the following words and terms, unless the context otherwise requires, shall have the meaning set out below:

(a) “Applicable Laws” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings, determinations or awards of any Competent Authority whether or not having the force of law and any legal requirements or bases of liability under the common law or civil law, including all such Laws relating to Taxes, the environment, human health or safety, pollution and other environmental degradation, and hazardous materials , which affect or are otherwise applicable to the Services, Vendor, the Site or any other lands affected by the Services;

(b) “City Policies” means any or all (as the context requires) of those procedures, standards and/or standard specifications, requirements, policies and the like notified to Vendor from time to time, as the same may be updated, modified, expanded, revised, supplemented and/or replaced from time to time by the City (as notified to the Vendor);

(c) “Competent Authority” means:

(i) any multinational, federal, provincial, state, regional, municipal, local or other government or governmental body and any ministry, department, division, bureau, agent, agency, commission, board or authority of any government or governmental body, domestic or foreign;

(ii) any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel, arbitrator or arbitral body acting under the authority of any of the foregoing; or

(iii) any quasi-governmental or private body exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing;

(d) “Defect” means any part of the Services (or omission therefrom), including equipment supplied as part of the Services, which is defective, deficient or incomplete or does not otherwise comply with the requirements of this Agreement;

(e) “Documentation” means user documentation provided electronically or in paper form by Vendor for use with the Software or any equipment to be provided by Vendor as part of the Services, as may be periodically updated and provided by Vendor;

(f) “Effective Date” means the date first written above;

(g) “Encumbrance” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien or claim of lien (statutory or otherwise), easement, deemed or statutory trust, restrictive covenant, adverse claim, exception, reservation, right of occupation, any matter capable of registration against title, right of pre-emption, privilege or other encumbrance or third party right of any nature or any other arrangement or condition that, in substance, secures payment or performance of an obligation;

(h) “Environmental Law” means any Applicable Law which imposes any obligations relating to:



May 24, 2017 Page D-3

(i) the protection, management, conservation or restoration of the natural environment;

(ii) reporting, licensing, permitting, investigating, remediating and cleaning up in connection with any presence or Release, or the threat of the same, of Hazardous Substances; and

(iii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances, including those pertaining to occupational health and safety;

(i) “Fees” means the amounts payable (subject to and in accordance with the terms of this Agreement) by the City to Vendor in return for the proper performance by Vendor of its obligations under this Agreement, as detailed in Schedule C;

(j) “Good Industry Practice” means, in relation to the Services or the performance of any other obligation under this Agreement, the practices, and the application of the skill, care, diligence, prudence and foresight, which would reasonably and ordinarily be expected from a skilled and experienced international contractor carrying out or procuring equivalent services of similar type, scope and value, in the same or similar location and in similar circumstances to those pertaining to Vendor;

(k) “Hazardous Substance” means any substance or material that is prohibited, controlled or regulated by any Competent Authority pursuant to any Environmental Law including pollutants, contaminants, dangerous goods or substances, toxic or hazardous substances or materials, wastes (including solid non-hazardous wastes and subject wastes), petroleum and its derivatives and by-products and other hydrocarbons, all as defined in or pursuant to any Environmental Law;

(l) “OHS Requirements” means all laws applicable to the Services and related to occupational health or safety, and all of the City Policies that relate to occupational health or safety, and includes without limitation the WCA;

(m) “RFP” means the City’s Request for Proposals PS20150703 Travel Monitoring System attached hereto as Schedule D;

(n) “Release” means any release or discharge of any Hazardous Substance including any discharge, spray, injection, inoculation, abandonment, deposit, spillage, leakage, seepage, pouring, emission, emptying, throwing, dumping, placing, exhausting, escape, leach, migration, dispersal, dispensing or disposal;

(o) “Services” means the provision of the goods and services described in Schedule A and any other services to be provided by Vendor pursuant to this Agreement, including all services and other requirements described in the RFP Vendor’s Proposal;

(p) “Sites” means each of the worksites at which the Services shall be performed, including all sites where equipment to be provided by Vendor pursuant to this Agreement is installed;

(q) “Software” means the software and service called _________, which is to be provided by Vendor to the City as part of the Services in accordance with the terms of this Agreement;

(r) “Taxes” means all taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Competent Authority, including:



May 24, 2017 Page D-4

(i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, harmonized sales, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, licence, import, customs, profits, windfall profits, environmental, carbon, emissions, pollution, payroll, employment, employer health, pension plan, anti-dumping, countervailing, or excise tax, duty, import, levy, assessment, tariff or other charge;

(ii) all withholdings on amounts paid to or by the relevant person;

(iii) all statutory remittances, employment insurance premiums and social security or pension plan contributions or premiums and Canada pension plan contributions;

(iv) any fine, penalty, interest or addition to tax;

(v) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee; and

(vi) any liability for any of the foregoing as a transferee, successor, guarantor, or by contract or by operation of law;

(s) “Traffic Data” means all data collected by equipment supplied by the Vendor to the City pursuant to this Agreement;

(t) “Vendor’s Proposal” means the Vendor’s proposal submitted in response to the RFP and attached hereto as Schedule E; and

(u) “WCA” means the Workers Compensation Act (British Columbia) and the regulations thereunder.

1.2 The following schedules are incorporated into and form an integral part of this Agreement:

(a) Schedule A – Requirements

(b) Schedule B - Certificates of Insurance

(c) Schedule C – Fees

(d) Schedule D – RFP

(e) Schedule E – Vendor’s Proposal

(f) Schedule F - Subcontractors

In the event of any conflict or inconsistency between any of the terms of sections 1 to 26 of this Agreement and any terms of a schedule, the terms of sections 1 to 26 will govern and prevail. In the event of any conflict or inconsistency between any of the schedules, the schedules set out in the above order of priority will govern and prevail.



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2.0 TERM

2.1 Unless earlier terminated pursuant to the terms of this Agreement, and subject to the below Section 2.2, this Agreement shall terminate on the third anniversary of the Effective Date or on such later date as the Parties may agree in writing.

2.2 Subject to termination pursuant to the terms of this Agreement, but notwithstanding Section 2.1, the term of this Agreement may be extended for up two successive one-year periods following the third anniversary of the Effective Date, at the option of the City, upon written notice from the City to Vendor.

3.0 PERFORMANCE OF SERVICES

3.1 During the Term, Vendor will perform the Services and its other obligations in accordance with the terms of this Agreement and all Applicable Laws. Vendor will at all times maintain a first class standard of care, skill and diligence in performing its obligations under this Agreement.

3.2 Vendor shall have and maintain at all times and in accordance with all Applicable Laws, sufficient numbers of fit, skilled, qualified and experienced personnel to carry out the provision of the Services within the times and in the manner required by the City.

3.3 Insofar as the Services involve the Vendor performing design work, such design work shall be carried out by qualified designers who are engineers or other professionals who comply with the criteria stated in Schedule A and with Good Industry Practice.

4.0 EQUIPMENT ASSESSMENT PERIOD

4.1 Notwithstanding any other provision of this Agreement, the City shall have a period of 90 days following installation of the first equipment delivered to the City pursuant to the Services to assess the equipment (the “Equipment Assessment Period”). If at any time during the Equipment Assessment Period the City determines that the equipment does not meet the requirements of this Agreement or the data collected by the equipment does not meet the acceptance criteria for such data established by the City, the City may terminate this Agreement with immediate effect by providing written notice to Vendor. In such case, the City will not be responsible for any Fees whatsoever, including for any goods received and Services performed up until the termination, and Vendor shall remove from the Sites all installed equipment.

5.0 DESIGN REVIEW

5.1 Where so specified in Schedule A or as otherwise instructed by the City, Vendor shall submit design-related documentation for review by the City, and shall not proceed with work on the basis of such design documentation until the City’s approval of such designs has been received in writing.

5.2 None of:

(a) the submission of any design documentation to the City by Vendor;

(b) its examination by or on behalf of the City; or

(c) the making of any comment thereon (including any approval thereof) shall in any way relieve Vendor of any of its obligations under this Agreement or of its duty to take reasonable steps to ensure the accuracy and correctness of any and all design documentation, and its suitability to the matter to which it relates.



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6.0 EQUIPMENT ORDERS

6.1 Notwithstanding any other provision hereof, the City shall not order any equipment that Vendor is to supply as part of the Services except pursuant to a written purchase order, which must:

(a) be given in writing;

(b) refer to this Agreement;

(c) specify the equipment ordered; and

(d) specify a date pre-agreed upon by Vendor and the City by which the equipment ordered pursuant to the purchase order are to be delivered (the “Delivery Date”), and the location or address to which they are to be delivered (the “Delivery Location”).

7.0 DELIVERY REQUIREMENTS

7.1 Vendor shall pack, transport and supply all equipment forming part of the Services in accordance with all:

(a) manufacturer recommendations and requirements;

(b) generally accepted industry standards and practices; and

(c) applicable Laws.

7.2 Vendor shall ensure that all equipment is properly packed and secured in such manner as to enable it to reach its destination in good condition.

7.3 Vendor shall deliver all equipment ordered by the City hereunder to the applicable Delivery Location by the applicable Delivery Date.

7.4 Delivery of the equipment specified in a purchase order shall be complete only upon the completion of their unloading at the Delivery Location. Each shipment of equipment shall be accompanied by a delivery document from Vendor showing the purchase order number, the date of the purchase order, the type and quantity of equipment included in the shipment, and, in the case of an order being delivered by instalments, the outstanding balance of goods or materials remaining to be delivered.

7.5 If Vendor requires the City to return any shipping containers, or other packaging or shipping materials, to Vendor, that fact must be clearly stated on the delivery document accompanying the relevant goods or materials, and any such return shall be at Vendor’s expense.

7.6 In respect of any equipment that originates outside Canada, Vendor shall be responsible for all customs and import Taxes, costs, expenses, administrative duties and formalities.

8.0 REJECTION OF DEFECTIVE EQUIPMENT

8.1 Vendor shall test all equipment prior to its delivery to the City to confirm they function correctly, and as intended.

8.2 If any equipment delivered to the City does not comply with Schedule A, the RFP or the Vendor’s Proposal, or is otherwise not in conformity with the terms of this Agreement, then, without limiting any other right or remedy that the City may have, the City may at any time reject that equipment and:



May 24, 2017 Page D-7

(a) require Vendor to remove the rejected equipment from any facility or work site of the City at Vendor’s risk and expense within ten business days of being requested to do so;

(b) require Vendor to repair or replace the rejected equipment at Vendor’s risk and expense within 20 business days of being requested to do so; and

(c) claim damages for any costs, expenses or losses resulting from Vendor’s delivery of equipment that is not in conformity with the terms of this Agreement.

8.3 The City’s rights and remedies under this Article 8.0 are in addition to the rights and remedies available to it under other sections of this Agreement and applicable laws.

8.4 The terms of this Agreement shall apply to any repaired or replacement equipment supplied by Vendor pursuant to Articles 8.0 or 9.0.

9.0 WARRANTIES

9.1 All equipment provided under the Agreement as part of the Services shall be new and fully warranted for a period of ___ year[s] from the time of delivery to the City, against defects in design, manufacturing, materials, workmanship and performance, and Vendor affirms and covenants that such warranty is, and shall be, provided by Vendor if and to the extent it is not fully and effectively provided to the City by third-party manufacturers or suppliers of the equipment.

9.2 All goods, equipment and materials provided under the Agreement as part of the Services shall be non-defective and fit for their intended purposes and shall function safely in all respects.

9.3 All costs associated with warranty replacements or repairs shall be the responsibility of the Vendor, including repair, adjustment, and shipping costs, and replacements of equipment.

9.4 If requested by the City, Vendor shall handle and manage any claim on a manufacturer warranty for any defect in equipment provided as part of the Services.

9.5 Vendor shall deliver to the City all such documentation as the City may require to evidence any warranty required by this Article 9.0 or to evidence the Vendor’s compliance with this Article 9.0, and Vendor shall assign all warranties, and do all other things necessary, to ensure that the City receives the full benefit of each warranty or other covenant set forth in this Article 9.0.

10.0 TESTS; DEFECTS AND ACCEPTANCE

10.1 Following the delivery to the City of any equipment to be provided as part of the Services, the City shall reasonably promptly perform such practical tests of such equipment as the City reasonably deems necessary, and Vendor shall assist the City with all such tests, if and to the extent so requested by the City.

10.2 If the testing described in the foregoing Section 10.1 reveals, in the judgment of the City, any Defects in the equipment, the City shall notify Vendor accordingly.

10.3 Vendor shall remedy at its own cost and risk Defects in the equipment that Vendor discovers or that are notified by the City, as soon as reasonably practicable following discovery or notification of such Defects, as the case may be.



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10.4 If Vendor fails to remedy any Defect in the equipment within a reasonable time, a date may be fixed by the City on or by which the Defect is to be remedied. Vendor shall be given reasonable notice of this date.

10.5 If Vendor fails, without reasonable excuse, to remedy any Defect in the equipment by this notified date, the City may (at its option) elect to carry out the work itself or by others and shall be entitled to recover from Vendor all direct, proper and reasonable costs of so doing (as a debt due on demand). The City’s exercise of its election under this Section 10.5 shall in no event absolve Vendor of its responsibility for remediation of other Defects or otherwise constitute a waiver by the City of its rights and remedies in relation to other Defects, nor shall it preclude or restrict the further exercise of such rights or remedies.

11.0 TITLE AND RISK

11.1 Vendor warrants that title in all equipment supplied by Vendor as part of the Services, when it passes to the City hereunder, shall be free and clear of Encumbrances.

11.2 Title to any equipment supplied by Vendor as part of the Services shall pass to the City upon:

(a) for equipment to be configured by Vendor, its fixture to any part of the Site; and

(b) for all other equipment, its delivery to the Delivery Location.

11.3 Vendor shall deliver to the City any documentation, including a bill of sale, which the City may reasonably require to evidence the transfer of title in and to equipment supplied by the Vendor to the City.

11.4 Notwithstanding the foregoing provisions of this Article 11.0, Vendor is responsible for the care of, and bears all of the risk of loss or damage to all equipment supplied as part of the Services until its fixture to any part of the Sites.

12.0 HEALTH AND SAFETY

12.1 Vendor shall:

(a) in the provision of the Services, comply at all times with the OHS Requirements and take all reasonably necessary steps to ensure similar compliance from its and its subcontractors, if any;

(b) be at all times registered and in good standing with the relevant workers’ compensation insurance, and provide to the City copies of any notices, correspondence or directions issued by any government authority relating to workplace-related employment, human rights, labour, immigration policy, health, safety or environmental matters within 24 hours of Vendor’s receipt of such notice, correspondence or direction;

(c) report (with full details) any accident, injury, illness or other incident relating to workplace health and safety or the environment to the City as soon as reasonably practicable, investigate the accident, injury, illness or other incident reasonably thoroughly (and in any event in accordance with any applicable OHS Requirements) and promptly report to the City the results of each such investigation;

(d) maintain such records and make such reports concerning health, safety and welfare of persons, and damage to property, or the natural, physical or biological environment, as the City may reasonably require;



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(e) to the extent a “prime contractor”, as defined in the WCA, is not already designated by the City for any portion of a Site, be and act as the prime contractor, Vendor assumes and is wholly responsible for the health and safety of all persons at such locations on the basis described in the WCA;

(f) at its sole cost, keep any portion of any Site used in connection with the Services in a safe and tidy condition; and

(g) not to do anything at any Site which is or may become a nuisance, danger or disturbance to the City or to any other occupants or users of the Site or adjacent areas or to any works or structures or installations thereon.

13.0 SITE ACCESS AND REQUIREMENTS

13.1 Except to the extent prohibited by Applicable Law, the City shall grant to Vendor non-exclusive, timely and in accordance with any agreed schedule, access (as the City is reasonably able to provide) to all necessary areas of the Site on and from the Effective Date and such other non-exclusive access as is necessary or appropriate to perform the Services and Vendor’s other obligations in accordance with this Agreement.

13.2 Vendor shall keep each Site and the equipment included in the Services, and each part thereof, free of all Encumbrances. In any event, if any Encumbrance has been filed in relation to the Site or any improvement thereon, or in relation to any equipment included in the Services, Vendor shall cause any such Encumbrance to be discharged within 30 days after the Encumbrance has come to the notice of Vendor.

13.3 Vendor acknowledges and agrees that, in the event Vendor fails to discharge any Encumbrance contemplated in Section 13.2 within 60 days of written notice of such Encumbrance being given by the City, in addition to any other right or remedy, the City may, but shall not be obligated to, discharge the Encumbrance by paying to the applicable Competent Authority, the amount claimed to be due or the amount due, together with a reasonable amount for costs and the amount paid by the City shall be paid by Vendor to the City forthwith upon demand. In no case shall the City be required to investigate the validity of the Encumbrance prior to discharging the same in accordance with this Section 13.3.

13.4 The Supplier shall:

(a) at all times, be conscious of the importance of the protection of the natural, physical and biological environment at and in the vicinity of the Sites;

(b) conduct its activities that relate to the Services in a manner that shall have the least possible adverse effect on the natural environment and in compliance with all Environmental Laws, all at Vendor’s expense;

(c) perform the Services with the least degree of environmental degradation during and as a result of such performance; and

(d) without restricting the generality or application of any other provisions of this Agreement, comply with all Applicable Laws and with all plans and instructions contained in this Agreement or issued in writing by the City concerning the existence, Release, removal, handling, transport, storage, disposal and treatment of any Hazardous Substances or other materials that are or may be hazardous to the life or health of any person or that endanger the environment or that are regulated by applicable Law.



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13.5 During the term of this Agreement, Vendor shall not bring or store or permit to be used at any Site, any Hazardous Substances unless such Hazardous Substances are (i) reasonably required to carry out the Services, and (ii) brought or stored or permitted to be used at any Site in compliance with all Applicable Laws (including Environmental Laws). Vendor shall not Release nor permit the Release of any Hazardous Substances into the environment. Vendor is solely responsible for all Hazardous Substances introduced to the Sites or the environment by Vendor or its representatives or subcontractors, and Vendor shall promptly and fully remediate, to the City’s satisfaction, any release of Hazardous Substances on or from any Site, or in the vicinity of any Site.

14.0 GRANT OF SOFTWARE LICENCE AND AUTHORIZED USES

14.1 Vendor hereby grants to City and to those City and City employees designated by City, subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable licence for access to the Software via the Internet and to use the Software solely for City’s internal business purposes in accordance with the terms set out in this Agreement.

15.0 ACCESS TO THE SOFTWARE BY CITY

15.1 The Software is located and runs on servers and other equipment that are physically located in __________________. Such servers and other equipment are owned and controlled by Vendor or are owned by a third party who has agreed to host the Software pursuant to a contract between Vendor and such third party. If the Software is hosted on third party owned servers and equipment, Vendor has full control over such Software pursuant to the contract between Vendor and such third party. City may access the Software, but has no right to receive a copy of the object code or source code to the Software.

15.2 As part of the Service, Vendor will do everything necessary to make the Software comply with the requirements of this Agreement and be ready for normal use and operation by City no later than _______ months after the date of this Agreement.

15.3 Vendor will regularly upgrade and update the Software. Vendor will provide City with as much prior notice as possible when an upgrade or update is to be implemented and will meet the availability and service level commitments set out in Schedule A.

15.4 Vendor solely owns the intellectual property in the Software (except for third party components) and the Documentation.

16.0 CONDITIONS OF USE OF THE SOFTWARE

16.1 City's right to use the Software is conditional upon the following. City may not:

(a) except as permitted by this Agreement, transfer to any other person any of its rights to use the Software;

(b) sell, rent or lease the Software;

(c) make the Software available to anyone who is not an “Authorized User”. An Authorized User is an employee of City who is authorized by City to access and use the Software;

(d) create any derivative works based upon the Software or Documentation;

(e) copy any feature, design or graphic in, or reverse engineer, the Software; or

(f) use the Software in a way that violates any criminal or civil law.



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16.2 City may load and pen test the Software in order to test scalability and security provided City give prior notice to Vendor so that Vendor may participate in and/or coordinate such load and pen testing.

17.0 DATA SECURITY

17.1 Vendor must only use the Traffic Data as necessary to carry out its obligations under this Agreement and for no other purpose. Any use or disclosure of the Traffic Data by Vendor that is not expressly permitted by this Agreement will require the prior written consent of City and must comply with all Applicable Laws.

17.2 As between City and Vendor, the Traffic Data is owned by City, Vendor hereby agrees to hold the Traffic Data in trust for City, and Vendor makes no claim to any right of ownership in it. Vendor agrees to hold the Traffic Data in strict confidence and only use it in accordance with the terms of this Agreement. Vendor further acknowledges and agrees that the Traffic Data will remain, at all times, strictly under the control and in the power of City. Even though Vendor may have temporary custody of the Traffic Data to enable it to perform its obligations under this Agreement, such temporary custody does not amount to control, power, possession or ownership of the Traffic Data.

17.3 Vendor shall comply with all of the confidentiality and security requirements set out in this Agreement with respect to the Traffic Data. To the extent Vendor possesses any Traffic Data in any form, medium or device during the Term of this Agreement or after, the foregoing obligations shall survive and continue to be in legal effect.

17.4 As of the date of this Agreement, the Software and Traffic Data will be stored on Vendor’s primary server [which is situated at facilities operated by a third party company called _____________ (the “Server Host”) and] located at ____________________. Physical access to Vendor’s primary server is locked and restricted to only Vendor employees. [All data that flows in and out of Vendor’s primary server through the Server Host’s routers and other equipment is encrypted and otherwise protected against access by, or disclosure to, the Server Host or any other party.] A regularly updated and backed-up copy of the Traffic Data will be stored on servers and other equipment situated at the same location as the primary server. If the location of Vendor’s primary and back-up servers and other equipment changes during the Term of this Agreement, Vendor shall immediately notify City in writing. Vendor will not store the Software or Traffic Data on any other server or equipment without the prior written approval of City. [To the extent Vendor is able through its contract with the Server Host, Vendor will use commercially reasonable efforts to require the Server Host to ensure the safety, security, confidentiality and continued availability of all data stored on Vendor’s primary server (including all Traffic Data) located at the Server Host’s facility.]

17.5 Except in connection with the provision of the Services or with the prior written approval of or instructions from City, Vendor shall not modify, add, delete, destroy, share, match, mine, combine, manipulate or otherwise tamper with the Traffic Data in any way.

17.6 Vendor shall not withhold any of the Traffic Data to enforce payment by City or to enforce Vendor’s rights in a dispute over this Agreement.

17.7 If Vendor is responsible for any loss or corruption of any Traffic Data, Vendor will immediately restore or recreate such Traffic Data.

17.8 Vendor shall ensure that its employees are aware of their obligations regarding data security under this Article 17.0.



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18.0 CORPORATE AND OTHER WARRANTIES

18.1 Vendor warrants that, as of the date of this Agreement, Vendor:

(a) has full right, power and authority to enter into this Agreement and to perform its obligations under it;

(b) is not under any obligation, contractual or otherwise, to request or obtain the consent of any person in order to enter into this Agreement and to perform Vendor’s obligations under it;

(c) is a corporation, duly organized, legally existing, in good standing and has not been dissolved under the laws of __________________________ and is lawfully registered and licensed to do business in the Province of British Columbia;

(d) has the necessary corporate power to own its properties and assets and to carry on its business as it is now being conducted and to enter into this Agreement;

(e) is not a party to or bound by any indenture, agreement (written or oral), instrument, licence, permit or understanding or other obligation or restriction under the terms of which the execution, delivery or performance of this Agreement will constitute or result in a violation or breach or default; and

(f) all other representations and warranties made by Vendor in this Agreement are true and accurate.

18.2 If either the Software or any equipment to be provided by Vendor as part of the Services does not satisfy the requirements of this Agreement, Vendor must immediately, at its option, either:

(a) modify the Software or equipment, as applicable, to conform to the requirements of this Agreement; or

(b) provide a workaround solution to City’s satisfaction that will meet City's requirements.

If neither of these options is satisfactory to City, City may terminate this Agreement in which case Vendor shall refund to City all amounts paid by City and City will have no further obligation or liability to Vendor.

18.3 If the normal operation, possession, access or use of the Software, or any equipment provided as part of the Services, by City is found to infringe any third party intellectual property right or Vendor believes that this is likely, Vendor must immediately, at its option, either:

(a) obtain a licence from such third party for the benefit of City to allow City to access and use the Software or equipment, as applicable, in accordance with the terms of this Agreement; or

(b) modify the Software or equipment so that it no longer infringes.

If neither of these options is satisfactory to City, City may terminate this Agreement in which case Vendor shall refund to City all amounts paid by City and City will have no further obligation or liability to Vendor.



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19.0 TRAINING AND SUPPORT

19.1 Training for City: Vendor shall provide training for City as per the Scope of Work and the Proposal which has been approved by the City.

19.2 Support: Vendor shall provide the following support services to City:

(a) E-Mail Support: E-Mail Support shall comprise e-mail access and response.

(b) Direct Support: In addition to the support and availability commitments set out in Schedule A, Vendor shall provide the following Software support to City during the Term:

(i) advice by telephone or e-mail on the use of the Software without any limit on the amount of incident reports;

(ii) the dispatch out by email or mail of fix announcements to the Software, information regarding forthcoming new releases and technical newsletters;

(iii) the creation and upload to the Software, from time to time, of patches and fixes in respect of the Software;

(iv) the diagnosis of errors in the Software and the rectification of such errors (remotely or by attendance on site as determined by Vendor) by the issue of fixes in respect of the Software and the making of all consequential amendments (if any) to the Documentation;

(v) any other support service offered to City from time to time; and,

(vi) the issue of new releases of Software.

(c) Service Level Commitments: Vendor will comply with the terms and conditions of the Service Level Commitments set out in Schedule A.

(d) Notice to City of Outage: In the event of an issue or malfunction in the Software or Service and as a result it is not accessible or useable by City, Vendor will immediately notify the City of such issue or malfunction and keep them reasonably updated as to when service will be restored to normal operation.

20.0 PAYMENT OF FEES

20.1 Payment to Vendor:

(a) Subject to Section 4.0 Equipment Assessment Period, the City shall pay Vendor for the Services in accordance with Schedule C, following the receipt of invoices prepared and delivered in accordance with this Article 20.0.

(b) Unless otherwise expressly stated in the schedules hereto, Vendor shall pay any and all costs, including freight, marine and transit insurance, Taxes, and transportation and delivery charges on all equipment or things of whatsoever nature provided by Vendor as required by it for the purposes of the Services and any other incidental costs and all such costs shall be deemed to be included in the Fees.



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(c) Notwithstanding any other provisions of this Agreement, Vendor shall not be entitled to payment for any Services that have not been performed in compliance with the provisions of this Agreement.

20.2 Purchase Orders; Content of Invoices:

(a) The City shall from time to time issue purchase orders to Vendor in relation to the Services. These shall not have the effect of amending or waiving the application of any provision of this Agreement.

(b) Each of Vendor’s invoices shall set out, as a minimum (and in such form or format as required by the City):

(i) the City purchase order number(s) relating to the particular Services to which the invoice relates;

(ii) an itemized list of the amounts owing;

(iii) the invoice date and the time period to which the invoice relates;

(iv) a description of the portion of the Services to which the invoice relates;

(i) the total amounts payable under the invoice and details of any applicable taxes;

(ii) all supporting documentation relating to disbursements; and

(iii) such other information as the City may require from time to time.

20.3 Procedure for Invoices:

(a) Vendor shall address each of its invoices to the City, Attention: Accounts Payable, and email it to [email protected], or to such other address as is specified in an applicable purchase order. The City shall thereafter pay the invoice within 30 days, provided the other requirements of this Agreement have been satisfied and subject to the other provisions hereof.

(b) The City shall not be liable for any interest on any invoice amount in respect of any period for any reason.

(c) The City expects to make payments by electronic funds transfer and Vendor shall provide banking information to the City to enable it to do so.

20.4 All currency amounts stated herein are denominated in, all invoices hereunder shall be stated in, and all payments hereunder shall be made in, Canadian dollars.

20.5 If any item contained in an invoice submitted by Vendor is contested by the City, the City shall give prompt notice thereof, together with reasons to Vendor.



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20.6 Audits. Vendor shall maintain up-to-date records and accounts which clearly document the provision of the Services and shall make the same available to the City upon request. The City may request copies of all such records and accounts which shall be provided to the City by the Vendor (subject to reimbursement of Vendor’s reasonable copying costs and any other direct costs and expenses, if any) at any time prior to the expiry of 365 days after completion of all of the Services or earlier termination of this Agreement. For avoidance of doubt, any records and accounts provided by Vendor in accordance with this Section 20.6 shall be deemed to be Confidential Information.

20.7 Set Off. Notwithstanding any provision to the contrary in this Agreement and without prejudice to any other remedy which the City may have (whether in common law or equity), the City shall be entitled to deduct from and set off against any sum(s) otherwise due to Vendor hereunder any sums which are due from Vendor to the City or which Vendor is liable to pay to the City under this Agreement or in connection herewith (including without limitation any monies overpaid to Vendor under this Agreement or otherwise due and payable to the City by reason of any error in payment under this Agreement).

21.0 TERMINATION AND SUSPENSION

21.1 Termination for Breach, Insolvency, Bankruptcy: City may terminate this Agreement (a) if Vendor is in breach of any term of this Agreement and the breach is not cured within 10 (ten) days of written notice by City, and (b) immediately if Vendor becomes insolvent, bankrupt or is otherwise unable to carry on business.

21.2 Termination for Convenience: The City may terminate this Agreement at any time (and for its convenience) upon 30 days’ written notice to Vendor, which shall immediately upon receipt of such notice take all reasonable steps to wind down the performance of the Services and to minimize expenditure, including complying with any instructions from the City as to how to do so.

22.0 VENDOR’S OBLIGATIONS AFTER AGREEMENT TERM EXPIRES

22.1 City’s Request to Delete/Destroy Traffic Data: At City’s request, Vendor will immediately, permanently and securely delete and destroy all Traffic Data in its possession or under its control and all records thereof (in all media and devices in or on which such Traffic Data is stored) in a manner that is appropriate for the media or device so that the Traffic Data or any portion of it cannot be subsequently retrieved, accessed or used by Vendor or any other person. Without limiting the scope of Traffic Data to be deleted and destroyed by Vendor, Vendor will delete and destroy the following, at no charge to the City:

(a) all Traffic Data in Vendor’s possession or under its control including, without limitation, Traffic Data stored on any media or device (including CD-Roms);

(b) all work files and derivative copies of the Traffic Data; and

(c) all hard copies and electronic copies of reports in Vendor’s possession or under its control.

Notwithstanding the foregoing, City may ask Vendor to not delete or destroy certain Traffic Data and Vendor shall comply with such request provided it does not conflict with Vendor’s obligations under Applicable Laws.



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22.2 Obligation to Provide City a Copy of Traffic Data before Destruction: Prior to the deletion and destruction of the Traffic Data in accordance with Section 22.1, Vendor will provide City with one or more copies of all of the Traffic Data (in a format, medium and/or device instructed by City) in Vendor’s possession or under its control at such time.

22.3 Declaration in Writing: After complying with Sections 22.1 and 22.2, Vendor shall deliver a declaration in writing (in form and substance satisfactory to City) to City evidencing its compliance with those sections.

22.4 Continued Safe and Secure Storage: Until City makes the request in Section 22.1 to delete and destroy the Traffic Data, Vendor will continue to safely and securely store the Traffic Data in accordance with the terms of this Agreement.

23.0 INSURANCE

23.1 Required Insurance/Amounts. Prior to commencing the Services, Vendor will obtain:

(a) a Professional (Error and Omissions) Liability insurance policy with limits of not less than $2,000,000 per claim (with a sub-limit of not less than $1,000,000 per claim for intellectual property infringement) and an aggregate of not less than $2,000,000, protecting the Consultant against all claims for loss or damage arising out of any error or omission of the Consultant or the Consultant’s Personnel in the performance of the Services; and

(b) a Commercial General Liability insurance policy with limits of not less than $3,000,000 per occurrence, aggregate of not less than $3,000,000, and a deductible of not more than $5,000, protecting the Consultant and the Consultant’s Personnel against all claims for personal injury, including death and bodily injury, and property damage or loss, arising out of the operations of the Consultant or the actions of the Consultant or the Consultant’s Personnel. The policy will contain a cross liability clause in favour of the City, the City and City and will name the City, the City and City and their officials, officers, employees, servants, and agents as Additional Insureds with respect to liability of the Named Insured pursuant to this Agreement.

23.2 Required Policy Terms. All required insurance policies will remain in full force and effect at all times until completion of the Services or earlier cancellation of this Agreement, and will:

(a) be obtained from and issued by insurers authorized to carry on business within British Columbia, on terms satisfactory to the City’s Director of Risk Management, acting reasonably;

(b) be primary insurance in respect to liability arising out of the operation of the named insured. Any insurance or self-insurance maintained by the City will be in excess of this insurance and will not contribute to such policies; and

(c) contain a requirement that thirty (30) days written notice of cancellation or material change resulting in reduction of coverage with respect to any of the policies, in whole or in part, will be given by the insurer to the City and City; the exception is cancellation for non-payment of premiums in which case the applicable statutory conditions will apply.



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23.3 Insurance Certificate. Prior to signing this Agreement, Vendor will provide City’s Project Manager with evidence of all required insurance to be taken out in the form of one or more Certificates of Insurance in form and substance satisfactory to the City and City. The Certificates of Insurance will identify the Agreement title, number, policyholder and scope of work and must not contain any qualifications or disclaimers. Proof of insurance, in the form of such Certificates of Insurance (or copies of the policies themselves, if requested), will be made available to City’s Project Manager at any time during the performance of the Services immediately upon request.

23.4 Additional Requirements. Vendor will provide, at its own cost, any additional insurance which is required by law to provide or which it considers necessary.

23.5 Insurance Requirements Independent of Additional Obligations. Neither the providing of insurance by Vendor in accordance with this Agreement, nor the insolvency, bankruptcy or the failure of any insurance company to pay any claim accruing, will be held to relieve Vendor from any other provisions of this Agreement with respect to liability of Vendor or otherwise.

24.0 LIMITATION OF LIABILITY

Neither party shall be liable under this Agreement for any indirect, special, incidental, punitive or consequential damages (including without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort, strict liability or any other theory), even if the other party has been informed of this possibility.

25.0 RELEASE AND INDEMNIFICATION

25.1 Vendor now releases City, the City and their respective officials, officers, employees and agents and their respective successors, assigns, heirs and authorized representatives from all costs, losses, damages and expenses, including those caused by personal injury, death, property damage, loss and economic loss arising out of, suffered or experienced by Vendor and its officers, employees and agents in connection with Vendor’s performance of the Services under this Agreement.

25.2 Vendor hereby agrees to indemnify and save harmless City, the City and their respective officials, officers, employees and agents and their respective successors, assigns, heirs and authorized representatives and each of them (in each case an “Indemnified Party”) from and against all costs, losses, claims, damages, actions, and causes of actions (collectively referred to as "Claims") that an Indemnified Party may sustain, incur, suffer or be put to at any time either before or after the expiration or termination of this Agreement, that arise out of the performance by Vendor of this Agreement, a breach by Vendor of this Agreement (including, without limitation, a breach of any of the confidentiality, security and privacy provisions of this Agreement), an infringement claim against City or errors, omissions or negligent acts of Vendor or its officers, employees or agents under this Agreement excepting always that this indemnity does not apply to the extent, if any, to which the Claims are caused by errors, omissions or negligent acts of an Indemnified Party.

25.3 This indemnity will not affect or prejudice City from exercising any other rights that may be available to it at law or in equity.

25.4 The release and indemnity set out above will survive the expiry or sooner termination of this Agreement.



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26.0 CONFIDENTIALITY

26.1 In the course of or for the purpose of performing the services contemplated in this Agreement, Vendor will obtain or have access to information, including but not limited to the Traffic Data, that is confidential to City (collectively “Confidential Information”). Confidential Information includes all information, in whatever form, other than:

(a) information which is in, or becomes part of, the public domain, not due to Vendor’s breach of this Agreement or Vendor’s actions;

(b) information which was previously in Vendor’s possession and did not originate from City; and

(c) information which lawfully becomes available to Vendor from a third party not under an obligation of confidence to City regarding such information.

26.2 Vendor will not use or reproduce the Confidential Information other than as reasonably required for the performance of the Services under this Agreement. Vendor will not, without the prior written consent of City given on such terms and conditions as it prescribes in its sole discretion, disclose or allow access to the Confidential Information to any person, except to only those of its own employees who have a need to know the Confidential Information solely for the provision of the Services, and who have been advised of its confidential nature and have agreed to be bound by the confidentiality and restricted use provisions in this Section. Vendor will take all reasonable precautions against the Confidential Information being used by or disclosed to any unauthorized person.

26.3 If Vendor is required by any law, legal proceeding, or court or government order, to disclose any Confidential Information, Vendor shall limit its disclosure of such Confidential Information to the extent and purpose legally required, provided that prior to any disclosure Vendor will promptly notify City in writing of the existence and the terms, and conditions of the required disclosure and, at City’s request and expense, co-operate in obtaining a protective order or other assurance that confidential treatment and restricted use will be accorded such Confidential Information.

26.4 Vendor acknowledges that a breach by Vendor or any of its employees of their respective confidentiality obligations pursuant to this Article 26.0 may cause irreparable harm and significant injury to City that may be difficult to ascertain. Vendor agrees that it shall be liable for all damages caused to City by such a breach and further agrees that City shall have the right to seek equitable relief including, without limitation, injunction and specific performance, in the event of any breach or threatened breach of the provisions of this Article 26.0 in addition to all other remedies available to City at law, in equity or otherwise. Vendor shall pay all reasonable costs and reasonable legal expenses incurred by City in pursuing one or more remedies as a result of the breach or threatened breach by Vendor of this Article 26.0.

26.5 Vendor shall return all copies of the Confidential Information to City, in all tangible forms and media, and delete all Confidential Information resident in any databases or systems, upon the earliest of the following dates:

(a) expiration or earlier termination of this Agreement; and

(b) written request of City for return of the Confidential Information.

26.6 Vendor shall ensure that its employees are aware of their obligations of confidentiality under this Article 26.0.



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26.7 Any Software or equipment manuals or other instructional material supplied by Vendor to City will be deemed, subject to the exclusions in Section 26.2, to be Vendor’s Confidential Information and City will ensure that City employees who are involved in the implementation and operation of the Software or equipment will comply with the obligations of this Article 26 in respect of such Confidential Information.

26.8 This Section shall survive the expiration or earlier termination of this Agreement.

27.0 NO PROMOTION OF RELATIONSHIP

27.1 Vendor will not disclose or promote its relationship with City, including by means of any verbal declarations, announcements, sales, marketing or other literature, letters, client lists, websites, internet domain names, press releases, brochures or other written materials (the “Communications”) without the express prior written consent of City (except as may be necessary for Vendor to perform its obligations under this Agreement).

27.2 Furthermore, Vendor undertakes not to disclose or promote its relationship with City in any Communications in a manner which could suggest or create an association, express or implied, between Vendor and City. Without limiting the generality of the foregoing, Vendor will not refer to or use any website, domain name, official emblem, logo or mascot of City of Vancouver in any Communications, without the express prior written consent of City.

28.0 UNAVOIDABLE DELAY

28.1 Except for the performance of obligations to pay money, Vendor will be relieved from having to perform any obligation under this Agreement that is delayed or prevented due to an Unavoidable Delay. For the purposes of this Section, an “Unavoidable Delay” means any circumstances beyond the reasonable control of the party trying to perform (such as, for example, strikes/lockouts, acts of God, war or other strife or governmental action) but expressly excludes any and all delays caused by Vendor’s lack of financial resources, insolvency or strikes, lockouts or other withdrawals of services arising out of a labour dispute or labour affiliations of Vendor’s employees or permitted sub-contractor’s employees, or governmental action taken in the enforcement of law specifically against Vendor or its permitted sub- Contractors. If an Unavoidable Delay occurs, Vendor will: (a) as soon as possible after the occurrence of the Unavoidable Delay, give written notice to City describing the circumstances preventing continued performance and the efforts being made to resume performance of its obligations under this Agreement, and (b) use its best efforts to resume performance and mitigate the adverse impact of the Unavoidable Delay on City.

29.0 NOTICES

29.1 Any notice required or permitted to be given to Vendor will be sufficiently given if delivered in writing by City to Vendor by e-mail or fax to the following: ● Attention: E-Mail: Fax:

29.2 Any notice required or permitted to be given to City will be sufficiently given if delivered in writing by Vendor to the attention of City by e-mail or fax to the following: Attention: E-Mail: Fax:



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with a copy to: City of Vancouver Supply Chain Management 453 West 12th Avenue Vancouver, British Columbia V5Y 1V4 Attention: Category Manager, IT Fax: 604-873-7057

30.0 INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE

30.1 Vendor acknowledges that a breach by Vendor of any of its obligations under this Agreement (including, without limitation, any of the confidentiality, security or privacy obligations) may cause irreparable harm and significant injury to City that may be difficult to ascertain. Vendor agrees that it shall be liable for all damages caused to City by such a breach and further agrees that City shall have the right to seek equitable relief including, without limitation, injunction and specific performance, in the event of any breach or threatened breach, of any of Vendor’s obligations under this Agreement in addition to all other remedies available to City at law, in equity or otherwise. Vendor shall pay all reasonable costs and reasonable legal expenses incurred by City in pursuing one or more remedies as a result of the breach or threatened breach by Vendor of its obligations.

31.0 NO SUB-CONTRACTING OR ASSIGNMENT

31.1 Vendor shall not sub-contract or assign any of its rights or obligations under this Agreement to any other party without the prior written approval of City. If City allows Vendor to assign certain rights or obligations to another party, Vendor shall be responsible for ensuring that such other party complies with all of the confidentiality, security and privacy provisions set out in this Agreement and any other provision of the Agreement required by City.

31.2 Notwithstanding Section 31.1, the City hereby consents to Vendor’s use of the subcontractors set out in Schedule F hereto for the portions of the Services described in Schedule F and to that extent only. Vendor shall be responsible for the acts, defaults or neglect or any omission of each subcontractor identified in Schedule F and every other subcontractor approved by the City pursuant to this Agreement, and their respective employees and agents in all respects as if they were the acts and defaults or neglect or omission of the Vendor itself.

32.0 MISCELLANEOUS

32.1 Time of the Essence. Time shall be of the essence of this Agreement.

32.2 No Waiver. No action or failure to act by City shall constitute a waiver of any right or duty under this Agreement, or constitute an approval or acquiescence in any breach thereunder, except as may be specifically agreed in writing by City.

32.3 Severability. The invalidity, illegality or unenforceability of any portion or provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void portion or provision shall be deemed severed from this Agreement and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The Parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken position.



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32.4 Remedies Cumulative. The remedies of the parties provided for in this Agreement are cumulative and are in addition to any remedies available to the Parties at law or in equity. No remedy will be deemed to exclude or restrict the right of a party to any other remedies against the other party and a party may from time to time have recourse to one or more of the remedies specified in this Agreement or at law notwithstanding the termination of this Agreement.

32.5 Further Assurances. Each party shall execute such further and other documents and instruments and do such further and other acts as may be necessary to implement and carry out the provisions and intent of this Agreement.

32.6 Entire Agreement. This Agreement and the schedules constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous communications, representations and agreements, whether oral or written, with respect to the subject matter hereof. The schedules attached hereto are incorporated by reference in and form an integral part of this Agreement.

32.7 Amendment. This Agreement shall not be amended except as specifically agreed in writing by both City and Vendor.

32.8 Set-Off. City may at its option, withhold and set-off against any amount owing to Vendor (whether under this Agreement or otherwise) any amounts payable by Vendor to City (whether under this Agreement or otherwise) and the amount of any damages suffered or claims made or to be made by City as a result of any other claim it may have against Vendor, whether such claim is at law or in equity or tort or on any other basis.

32.9 Enurement. This Agreement shall enure to the benefit of and be binding upon City and Vendor and their respective successors and permitted assigns.

32.10 Independent Contractor. This Agreement is a contract for services and Vendor, its officers, directors, shareholders, partners, personnel, affiliates and agents of Vendor are not, nor are they to be deemed to be, partners, appointees, employees or agents of City. Vendor will not represent to anyone that Vendor has any authority to bind City in any way or that Vendor is an agent of City.

32.11 Governing Law and Resolution of Disputes. In the event of a dispute under this Agreement, the parties will use commercially reasonable efforts to resolve such dispute including referring such dispute to successively higher levels of management within each party. If a dispute is not resolved in accordance with the foregoing, the parties may agree to have the dispute resolved by way of mediation or arbitration. If, despite the foregoing, a dispute is still not resolved, either party may commence a legal action in the courts of British Columbia, in which case such courts will have exclusive jurisdiction to determine all disputes arising under this Agreement and the parties now irrevocably agree to submit all disputes to the courts of British Columbia for resolution. This Agreement will be governed by the laws of the Province of British Columbia.

(Signature page follows immediately)



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As evidence of their Agreement to be bound by the above contract terms, Vendor and City each have executed this Agreement as of the day and year first above written. CITY OF VANCOUVER By: Signature Print Name and Title By: Signature Print Name and Title _____________________ By: Signature Print Name and Title By: Signature Print Name and Title



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SCHEDULE A

REQUIREMENTS



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SCHEDULE B

INSURANCE CERTIFICATES



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SCHEDULE C

FEES



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SCHEDULE D

RFP



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SCHEDULE E

VENDOR’S PROPOSAL



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SCHEDULE E

SUB - CONTRACTORS