Insurance & Group Benefits Program Provider for the Membership of Ontario College of Trades (the College)

Transcription

1 Insurance & Group Benefits Program Provider for the Membership of Ontario College of Trades (the College) Request for Proposal (RFP) No. OCOT/MS/ Date Issued: September 24, 2013 Ontario College of Trades 2013 Request for Proposal 1

2 TABLE OF CONTENTS A. INTRODUCTION Objective Background Information... 4 B. INSTRUCTIONS TO BIDDERS Language of the Proposal and other Documents Cost of the Proposal Validity of the proposal Contents of the Proposal Joint Proposal Communications during the RFP Period Proposal Structure Proposal Submission Form (to be submitted with the technical proposal) Information about the Company (to Technical Proposal Financial Proposal Format and Submission of Proposals Closing Date for Submission of Proposals RFP Timelines Modification and Withdrawal of Proposals Amendments of the RFP Reservation of Rights Conflict of Interest Confidentiality C. EVALUATION OF PROPOSALS Clarification of Proposals Preliminary Examination of Proposals Evaluation of Proposals Bidders' Presentations Award of Contract Right to Vary Requirements at Time of Award Payment Provisions Ontario College of Trades 2013 Request for Proposal 2

3 ANNEX A: Proposal Submission Form ANNEX B: Terms of Reference ANNEX C: Price Schedule ANNEX D: Services Agreement Ontario College of Trades 2013 Request for Proposal 3

4 A. INTRODUCTION 1. Background Information The Ontario College of Trades (the College) is a new regulatory body established by the Ontario College of Trades and Apprenticeship Act, 2009 (Act). The College has a duty to serve and protect the public interest in carrying out a number of objects and functions under the Act. This includes, but is not limited to, establishing the scope of practice, regulating practice, governing members and modernizing skilled trades in Ontario. The College performs a range of expanded regulatory functions such as: Issuing licenses and certificates of membership; Protecting the public interest through investigation and discipline mechanisms; Setting standards for training and certification; Conducting research and collecting relevant data to support future apprenticeship and certification policies; Removing barriers and increasing access for internationally trained workers. The College of Trades head office is located in Toronto. More information about the College of Trades can be found at 2. Objective The purpose of this Request for Proposal (RFP) is to invite prospective vendors to submit proposals to become the Broker of Record or the Insurer of Record for the College s affinity program, providing membership insurance to up to 500,000 members with due consideration to price, comprehensive coverage, efficient administration and prompt claims service. The products/services should be available to members across the province of Ontario in English and French. In support of the College s strategic plan and in an effort to promote the College of Trades and its membership, the College is seeking to investigate and introduce a range of value-added services to its membership. The first phase of these benefits will focus on offering a comprehensive and attractive range of personal automobile, personal property and applicable commercial insurance (commercial vehicle, commercial package liability policies, bonding) as well as other personal or commercial insurance products including but not limited to group health, dental and life insurance. These products will be available to members of the College at a lower premium cost than would otherwise be available to them in the market. Once implemented, the on-going service costs of supporting these benefit products must not add to the operational expenses of the College. Although the decision to purchase any of the insurance products offered is Ontario College of Trades 2013 Request for Proposal 4

5 wholly optional for members, the College does intend for members to consider this program to provide a worthwhile financial benefit to them. All members of the College, their spouses and dependent children will be eligible for this program. Their decision to utilize the program will be made without any undue influence by the College. The College will not market, promote or warranty the premium cost of the coverage afforded by the insurance products offered. Your company is kindly invited to submit your best technical and financial offer for the requested services. Your proposal could form the basis for a contract between your company and the College. B. INSTRUCTIONS TO BIDDERS 1. Language of the Proposal and other Documents All correspondence and documents relating to the proposal exchanged between the bidder and the College shall be in English language. 2. Cost of the Proposal The bidder shall bear all costs associated with the preparation and submission of the proposal up to the final award of the contract. The College will in no case be responsible or liable for those costs regardless of the conduct or outcome of the procurement process. 3. Validity of the proposal The proposal shall be valid for 120 days after the closing date of proposal submission as specified in this RFP. A proposal valid for a shorter period will be rejected by the College as non-responsive. The College may solicit the bidder's consent for an extension of the period of validity under exceptional circumstances. 4. Contents of the Proposal The bidder is expected to examine all corresponding instructions, forms, and terms and specifications contained in this RFP. 5. Joint Proposal Two or more companies may form a consortium and submit a joint proposal if this helps in finding a team capable of undertaking all elements of the anticipated work. Such a proposal must be submitted under the name of one member of the consortium - hereinafter lead organization". The lead organization will be responsible for undertaking all negotiations and discussions Ontario College of Trades 2013 Request for Proposal 5

6 with the College and performing the contract. 6. Communications during the RFP Period and the Intent to Bid 7. Proposal Structure Interested companies shall acknowledge receipt and their intent to bid for this RFP by to no later than 5:00 PM EST on Friday, September 27, The acknowledgement shall provide company name, telephone number and the name of a contact person. All inquiries regarding this RFP should be directed in writing procurement@collegeoftrades.ca. Bidders requiring any clarification on technical, contractual or commercial matters may notify the College via at the above address. The College will respond on a timely basis in writing (via only) to any request for clarification or inquiries on the RFP that it receives before 2:00 PM EST on Monday, September 30, Bidders are encouraged to submit their questions as soon as they are known, in order to receive earlier responses from the College. All questions and answers will be shared with all Bidders. The proposal shall consist of two parts: the technical and the financial. The technical proposal, containing the technical specifications for services/products/works and the financial proposal - containing price/cost/fee information to be submitted separately in two different envelopes as outlined in section 8 below. The proposal shall be organized in the following manner: 7.1 Proposal Submission Form (to be submitted with the technical proposal) - Completed Submission Form (Annex A of this RFP) 7.2 Information about the Company (to be submitted with the technical proposal) - Company information/mission - Company structure - Number and geographical distribution - Company certifications and certification status (where applicable) - Company financial status: (audited financial statements for the year 2012) 7.3 Technical Proposal The Technical Proposal shall contain no price or cost information. Based on the Terms of Reference of this RFP (Annex B) the Technical Proposal must include the following sections: a) Understanding of the Requirements for Services (including Assumptions) Ontario College of Trades 2013 Request for Proposal 6

7 Provide detailed description of the services to be provided to meet the technical requirements of this RFP. Include any assumptions as well as comments on the data, support services and facilities to be provided as indicated in the Terms of Reference (TOR) or as you may otherwise believe to be necessary. b) Proposed Approach, Work-Plan, Capacity and Lead Times Provide detailed description of the manner in which your company would provide the service (s) to meet the requirements and technical specifications of the RFP. Technical data to demonstrate the capacity and the quality of service provided in the last three (3) years, e.g. Product market share, processing times, marketing material and other relevant information c) Capacities and Proposed Project Team Members The composition of the team, the resumes/cvs of the members of the proposed team including their specific responsibilities/tasks on this project, relevant experience, and qualifications. d) Previous Experience and Clients Provide up to five (5) examples of relevant experience of your company within the past years Provide the organization name, and contact name, address and telephone numbers for three of the organizations that the College could call as references within the RFP schedule timelines. 7.4 Financial Proposal The Financial Proposal will include: (Annex C- Price Schedule) a) Costs, fees, rebate tables and discounts Depending on the proposed methodology Financial Proposal will cover all the goods or services to be provided, and must itemize all the costs. All prices are to be quoted in Canadian Dollars; GST/HST (Goods and Services Tax/Harmonized Sales Tax) to be shown separately.. Ontario College of Trades 2013 Request for Proposal 7

8 8. Format and Submission of Proposals The proposal must contain the signature of a duly authorized officer or agent of the company submitting the proposal. The proposal shall be submitted in 6 (six) hard copies and 1(one) electronic version (PDF version on a CD). No submissions will be accepted. The proposal shall be sealed in one outer and two inner envelopes as detailed below: a) The outer envelope shall: - be addressed to Ontario College of Trades at 655 Bay Street, Suite 600, Toronto, Ontario, M5G2K4 - be marked with: RFP No. OCOT/ MS/ Insurance & Group Benefits Program Provider for the College Members Attn: Zara Mnatsakanyan b) The two inner envelopes shall indicate the name and address of the proposer company. -The first inner envelope shall include technical component and be marked with 1-Technical Proposal, RFP No. OCOT/ MS/ Insurance & Group Benefits Program Provider for the College Members - The second inner envelope shall include the price component and be marked with 2-Financial Proposal, RFP No. OCOT/ MS/ Insurance & Group Benefits Program Provider for the College Members 9. Closing Date for Submission of Proposals 10. RFP Timelines Proposals must be received at the College 5:00 PM EST on Wednesday, October 9, Any proposal received by the College after the closing date mentioned above will be rejected. The College may, at its own discretion, extend this closing date for the submission of proposals by notifying all participating companies thereof in writing. September 24, 2013: RFP release date September 27, 2013: Deadline for Confirming Intent to Bid September 30, 2013: Deadline for Submission of Questions October 9, 2013: Deadline for Submission of Proposals November 1, 2013: Tentative Date for Contract Signing Award of Contract Ontario College of Trades 2013 Request for Proposal 8

9 The RFP timetable may be changed by the College in its sole discretion. 11. Modification and Withdrawal of Proposals The bidder may withdraw its proposal any time after the proposal s submission and before the opening date, provided that written signed notice of the withdrawal (by a duly authorized representative of the bidder) via is received by the College prior to the closing date. No proposal may be modified after the closing date for submission of proposals, unless the College has issued an amendment to the RFP allowing such modifications (see section 12). No proposal may be withdrawn in the interval between the opening date and the expiration of the period of proposal validity specified by the bidder in the proposal. 12. Amendments of the RFP At any time prior to the closing date for submission of proposals, the College may, for any reason, whether on its own initiative or in response to a clarification requested by a bidder, modify the RFP by amendment. Amendments could include modification of project scope or requirements, project timeline expectations or extension of the closing date for submission. All prospective bidders that have received the RFP will be notified in writing of all amendments to the RFP. In addition, all amendments will be posted on the College website in the Request for Proposals section and in any other website used by the College directly for publishing the Request for Proposals. 13. Reservation of Rights 14. Conflict of Interest The College reserves the right to cancel the solicitation process and reject all the proposals at any time prior to award of the contract without thereby incurring any liability to the affected bidder(s) or any obligation to provide information on the grounds for the buyer s action. A proposal that is rejected by the College may not be made responsive by the bidder by correction of the non-conformity. A responsive proposal is defined as one that conforms to all the terms and conditions of the College s solicitation documents without material deviations. The College shall determine the responsiveness of each proposal with the College s proposal solicitation documents. By submitting a proposal, the Bidder indicates agreement to all of the terms of the procurement process set out in this RFP. The College reserves the right to award a contract to more than one company as a result of this RFP. The Bidder must not engage in any Conflict of Interest. In this Request for Proposals, "Conflict of Interest" includes, but is not limited to, any situation or circumstance where, in relation to the Request for Proposals process, the Bidder Ontario College of Trades 2013 Request for Proposal 9

10 15. Confidentiality has an unfair advantage or engages in conduct, directly or indirectly, that may give it an unfair advantage, including: (a) having, or having access to, information in the preparation of its submission that is confidential to the College and not available to other Bidders; (b) communicating with any person with a view to influencing the Request for Proposals process to receive preferred treatment; or (c) engaging in conduct that compromises, or could be seen to compromise, the integrity or competitiveness of Request for Proposals process and render that process non-competitive and unfair. Bidders and the College are required to maintain the confidentiality of information provided to each through this RFP process. C. EVALUATION OF PROPOSALS 1. Clarification of Proposals The College may, at its discretion, ask any bidder for clarification of any part of its proposal to assist in the examination, evaluation and comparison of proposals. The request for clarification and the response shall be in writing. No change in price or substance of the proposal shall be sought, offered or permitted during this exchange. 2. Preliminary Examination of Proposals The College shall examine the proposals to determine whether they are complete, whether any computational errors have been made, whether the documents are properly signed and whether the proposals are generally in order. Prior to the detailed evaluation, the substantial responsiveness of each proposal to the RFP will be determined in a preliminary examination. For purposes of these clauses, a substantially responsive proposal is one that conforms to all the terms and conditions of the RFP without material deviations. The Buyer s determination of proposal responsiveness is based on the contents of the proposal itself without recourse to extrinsic evidence. A proposal determined as not substantially responsive may be rejected and will not subsequently be made responsive by the bidder by correction of the nonconformity. Arithmetical errors shall be rectified on the following basis: If there is a discrepancy between the unit price and the total price that is obtained by multiplying the unit price and quantity, the unit price shall prevail and the total price shall be corrected. If the Bidder does not accept the correction of errors, its proposal shall be rejected. If there is a discrepancy between words and figures, the amount in words shall prevail. Please note that the College is not bound to select any of the companies Ontario College of Trades 2013 Request for Proposal 10

11 submitting proposals. Furthermore, since a contract would be awarded in respect of the proposal which is considered most responsive to the needs of the project concerned, due consideration being given to The College s general principles, including economy and efficiency, the College does not bind itself in any way to select the firm/institution offering the lowest price. 3. Evaluation of Proposals A two-stage procedure will be utilized in evaluating the proposals, with evaluation of the technical proposal being completed prior to any financial proposal being opened and compared. The financial proposal will be opened only for those bidders, whose technical proposal reaches 400 points, meeting the requirements for the RFP. The total number of points which a bidder may obtain for technical and financial proposals is 1000 points. a. Technical Evaluation The technical proposal will be evaluated on the basis of its responsiveness to the Terms of Reference in Annex B, section 7.3, and the evaluation criteria below: Understanding of the requirements for RFP services/products to be provided to develop and implement the program as per the TOR (150 points) Quality of the overall proposal including the proposed approach, methodology used (150 points) Quality/value-added and relevance of products/services to membership base (240 points) Expertise, qualifications and competence of the personnel proposed for the assignment (60 Points); Previous experience, clients, references (100 Points). The obtainable number of points specified for each evaluation criterion indicates the relative significance or weight of the item in the overall evaluation process. The points allocated to the technical proposal correspond to 70% of the total obtainable points. The maximum number of points for the price component is 30% of the total obtainable points. This maximum number of points will be allocated to the lowest price proposal. b. Financial Evaluation The financial proposal will only be evaluated if the technical proposal achieves a minimum of 400 points. Proposals failing to obtain this minimum threshold will not be eligible for further consideration. The financial proposal is evaluated on based on the flexibility of pricing structure, discounts and rebates offered in Price Schedule Form (Annex C). Ontario College of Trades 2013 Request for Proposal 11

12 4. Bidders' Presentations At the discretion of the College, selected bidders may be invited to supply additional information on the contents of their proposal during the evaluation period. Such bidders could be asked to make a presentation of their proposal (possibly with an emphasis on a topic of the College s choice) followed by a question and answer session. If the College determines that there is such a need, the presentation will be held at the College office. 5. Award of Contract The College shall award the contract to the bidder who obtains the highest combined score of the technical and price evaluation. The successful Bidder will be required to enter into an agreement with the College using the Form of Agreement attached as Annex D to this RFP and to provide a mutually agreed list of scope and deliverables outlining the services and fees, consistent with the services and fees agreed upon through this procurement process. 6. Right to Vary Requirements at Time of Award The College reserves the right at the time of award of contract to vary the quantity of services and goods specified in the RFP without any change in price or other terms and conditions. 7. Payment Provisions Payment will be made upon performance of contractual services/specific milestones described in the contract and receipt of a satisfactory invoice duly supported by specified release documents and other documents called for under the Contract. Ontario College of Trades 2013 Request for Proposal 12

13 ANNEX A: PROPOSAL SUBMISSION FORM To: Ontario College of Trades RFP No. OCOT/ MS/ Dear Sir / Madam, The undersigned, having read the solicitation documents of Request for Proposal No. OCOT/MS/ , hereby offers to provide the services, in accordance with any specifications stated and subject to the Terms and Conditions set out or specified in the document. We agree to accept 120 (one hundred and twenty) calendar days validity for this proposal from the date of its submission. This proposal shall remain binding upon us and may be accepted at any time before the expiration of that period. We undertake, if our proposal is accepted, to commence and complete delivery of all items in the contract within the time frame stipulated. We understand that you are not bound to accept any proposal you may receive and that a binding contract would result only after final negotiations are concluded on the basis of the technical and price components proposed. Authorized Signature: Name: Title: Company: Company Address: Contact Person: Address: Phone/Fax/Website Dated this day of, [year]. Ontario College of Trades 2013 Request for Proposal 13

14 Background ANNEX B: TERMS OF REFERENCE The Ontario College of Trades and Apprenticeship Act, 2009 was introduced to the Legislature in May of 2009 and received Royal Assent on October 27, Under the legislation, the College opened its doors to membership on April 8, The College has the mandate and the powers to: Regulate all recognized trades in the province; Attract people to careers in the skilled trades; Issue licenses and certificates of membership; Protect the public interest through investigation and discipline mechanisms; Set standards for training and certification; Remove barriers and increase access for internationally trained workers. The College has an active membership base of: More than 270,000 individuals o 90,000 participating in learning/training apprenticeships Mix of youth, young adults, change-of-career adults o 180,000 who have reached the highest level of certification in their trade Experienced and established tradespeople Age distribution: min. 16, avg. 47 Gender distribution: 87% male, 13% female Trade distribution: 157 active trades, 95% of membership from 10 trades Trade Membership Electrician: Construction and Maintenance 22.8% Automotive Service Technician 21.6% Hairstylist 15.9% Truck and Coach Technician 10.7% Plumber 8.7% Refrigeration and Air Conditioning Systems Mechanic 4.6% Sheet Metal Worker 3.6% Auto Body and Collision Damage Repairer Br % Steamfitter 2.8% Hoisting Engineer: Mobile Crane Operator, Br.1 1.6% Residential Air Conditioning Systems Mechanic 0.9% Hoisting Engineer: Mobile Crane Operator, Br.2 0.7% Motorcycle Technician 0.6% Truck Trailer Service Technician 0.6% Electrician: Domestic and Rural 0.5% Hoisting Engineer: Tower Crane Operator, Br % Residential (Low-Rise) Sheet Metal Installer 0.3% Alignment and Brakes Technician 0.2% Automotive Electronic Accessory Technician 0.2% Transmission Technician 0.2% Auto Body Repairer Br % Ontario College of Trades 2013 Request for Proposal 14

15 More information about the College of Trades can be found at Objective The purpose of this Request for Proposal (RFP) is to invite prospective vendors to submit proposals to become the Broker of Record or the Insurer of Record for the College s affinity program, providing membership insurance to up to 500,000 members with due consideration to price, comprehensive coverage, efficient administration and prompt claims service. The products/services should be available to members across the province of Ontario in English and French. In support of the College s strategic plan and in an effort to promote the College of Trades and its membership, the College is seeking to investigate and introduce a range of value-added services to its membership. The first phase of these benefits will focus on offering a comprehensive and attractive range of personal automobile, personal property and applicable commercial insurance (commercial vehicle, commercial package liability policies, bonding) as well as other personal or commercial insurance products including but not limited to group health, dental and life insurance. These products will be available to members of the College at a lower premium cost than would otherwise be available to them in the market. Once implemented, the on-going service costs of supporting these benefit products must not add to the operational expenses of the College. Although the decision to purchase any of the insurance products offered is wholly optional for members, the College does intend for members to consider this program to provide a worthwhile financial benefit to them. All members of the College, their spouses and dependent children will be eligible for this program. Their decision to utilize the program will be made without any undue influence by the College. The College will not market, promote or warranty the premium cost of the coverage afforded by the insurance products offered. Scope of Services/Products The College is soliciting proposals from vendors who will be able to offer full or partial access to a range of insurance and/or benefit products that relate to the needs of the membership. Given the breadth of products available on the market, the College will look to identify key partnerships with a preferred vendor or vendors to allow the membership voluntary access to these products. Key to a successful bid and long term relationship will be the vendor s ability to connect with the College members in a way that at minimum results in no service cost expenses to the College. The College is looking for relationships that are revenue positive. It is the intent of the College to use revenue rebate proceeds to fund hardship or scholarship funds, as developed by the College, to directly return related benefits to the membership at large. Ontario College of Trades 2013 Request for Proposal 15

16 Given the range of insurance and benefit products available in the market, the College is asking vendors to submit the list of products they are able to offer. In the evaluation of the proposals, the College will look to consider the following aspects: General considerations Organizational overview Carrier ratings Services/products provided Payment plans, incentives, disincentives Premium payment options Length of term offered Compensation disclosure (fees, commissions, contingencies) Cancellation provisions Testimonials or references Coverage specifications Lines of coverage available Breadth of coverage Limits and deductibles available Five year loss history Coverage summary forms for completion Premium and exposure histories Technology and service standards Processing times for claims, amendments Customer satisfaction ratings Reporting capabilities Online access and integration options for members and corporation E-claim, e-booklet, contract functionality Timing/Duration The College is looking at finalizing all deliverables in November and having the program available for membership participation by December 1, Inputs from the College Ontario College of Trades 2013 Request for Proposal 16

17 The College will provide the vendor with any additional background information needed and describe the College business processes. Additional inputs needed may be requested in the response document as part of the proposed approach. Technical Capacity The technical ability, capacity, and flexibility of the bidder to perform the contract in a timely manner and on budget will be assessed. During the evaluation process, the College may require a bidder s representative to answer questions with regard to the proposal and/or require certain bidders to make a formal presentation to the evaluation team. Ontario College of Trades 2013 Request for Proposal 17

18 ANNEX C: PRICE SCHEDULE Please note that this template is optional, should you need to display the information in a different format, please use additional pages to do so. All prices are to be quoted in Canadian Dollars; HST to be shown separately. ITEM/SERVICE DESCRIPTION TERM LIMITS/THRESHOLD(S) DEDUCTIBLE(S) REGULAR PRICE/FEE/PREM IUM DISCOUNT/REBATE OFFERED FOR THE COLLEGE MEMBERS ADDITIONAL INFO ON THE PRODUCT/SERV ICE ENGAGEMENT Signature of the bidder s authorized personnel Name and Title Ontario College of Trades 2013 Request for Proposal 18

19 ANNEX D: SERVICES AGREEMENT SERVICES AGREEMENT THIS AGREEMENT is made in duplicate effective as of the Enter day day of Enter month (in words)., 20Enter year BETWEEN: THE ONTARIO COLLEGE OF TRADES (an Ontario corporation, hereinafter referred to as the College ) - AND - Enter legal name of supplier (Enter type of entity (e.g., an Ontario Corporation), hereinafter referred to as the Supplier ). In consideration of their respective covenants and agreements set out below, the parties hereto covenant and agree as follows: ARTICLE 1 INTERPRETATION AND GENERAL PROVISIONS 1.01 Defined Terms When used in this Agreement, the following words or expressions have the following meanings: Affiliate means, with respect to any person, any other person that, directly or indirectly, controls the referent person, is, directly or indirectly, controlled by the referent person or is, directly or indirectly, controlled by the same person that controls the referent person; Agreement means this agreement, including Schedule 1 (Schedule of Deliverables, Rates and Supplementary Provisions), Schedule 2 (Schedule of Forms) and any other schedule attached at the time of execution, and any amendments to this agreement or such schedules executed in accordance with the terms and conditions of this agreement from time to time; Applicable Law means: (i) any applicable law including any statute, subordinate legislation, regulation or treaty, and (ii) any applicable rule, guideline, code, ordinance, directive, rule, standard, requirement, policy, order, judgment, injunction, by-law, award or decree of a Governmental Entity whether or not having the force of law; now or hereafter in force or effect; "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a statutory holiday in Toronto, Ontario or (iii) any other day on which the College has elected to be closed for business; Conflict of Interest includes, but is not limited to, any situation or circumstance where in relation to the performance of the Supplier s obligations under this Agreement, the Supplier s other commitments, relationships or financial interests (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) Ontario College of Trades 2013 Request for Proposal 19

20 could or could be seen to compromise, impair or be incompatible with the effective performance of such obligations; Control by one person (for the purpose of this definition of control, the first person ) over another person (for the purpose of this definition of control, the second person ) means that the first person (a) beneficially owns, or controls or directs, directly or indirectly, securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person; Change of control of a person at any time means the direct or indirect acquisition of control of such person at such time by a person or group of persons acting in concert who, immediately prior to such time, did not directly or indirectly control such first-mentioned person; Claims has the meaning given thereto in Section 7.01; College Address means Ontario College of Trades, 655 Bay Street, Suite 501, Toronto, Ontario M5G 2K4, info@collegeoftrades.ca, or such other address that the College may designate in writing from time to time by notice to the Supplier; College Representative means Anthony Brenders, or such other person that the College may designate in writing from time to time by notice to the Supplier; Confidential Information of the College means all information relating to the College and its affairs, regardless of whether it is identified as confidential or not, and whether recorded or not, and however fixed, stored, expressed or embodied, which comes into the knowledge, possession or control of the Supplier in connection with this Agreement, and which for greater certainty shall include (i) all new information derived at any time from any such information whether created by the College, the Supplier or any third-party, and (ii) all information (including Personal Information) that the College is obliged, or has the discretion, not to disclose under provincial or federal legislation, but which does not include information that: (i) is or becomes readily available to the public without fault or breach on the part of the Supplier of any duty of confidentiality owed by the Supplier to the College or to any third-party; (ii) the Supplier can demonstrate to have been rightfully obtained by the Supplier, without any obligation of confidence, from a third-party who had the right to transfer or disclose it to the Supplier free of any obligation of confidence; (iii) the Supplier can demonstrate to have been rightfully known to or in the possession of the Supplier, free of any obligation of confidence, prior to disclosure to the Supplier in connection with this Agreement; or (iv) is proven to be developed by the Supplier independently of any disclosure to the Supplier in connection with this Agreement; provided that, notwithstanding the foregoing, the foregoing exclusions in clauses (i) through (iv) shall in no way limit the meaning of Personal Information or the obligations attaching thereto under this Agreement or at law; Deliverables means all of the goods and services delivered or to be delivered by the Supplier to the College under this Agreement, including all of the goods and services described on Schedule 1; Derivative Work means a work based on the Supplier s Intellectual Property including, without limitation, an adaptation, modification, translation, expansion, condensation or transformation, that if prepared without authorization, would constitute copyright infringement or infringement of any other Intellectual Property right; Ontario College of Trades 2013 Request for Proposal 20

21 Governmental Entity means any (a) supranational, multinational, federal, national, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, commission, commissioner, board, bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board, or authority of any of the foregoing, or (c) quasi-governmental or private body, including any tribunal, commission, stock exchange, regulatory agency or selfregulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; Indemnified Parties means the College and its officers, directors, employees, agents and independent contractors (other than the Supplier); Industry Standards include, but are not limited to (a) the provision of any and all labour, supplies, equipment and other goods or services that are necessary and can reasonably be understood or inferred to be included within the scope of this Agreement or customarily furnished by persons providing Deliverables of the type provided hereunder in similar situations in the Province of Ontario and; (b) adherence to commonly accepted norms of ethical business practices, which shall include the Supplier establishing, and ensuring adherence to, precautions to prevent its affiliates or subcontractors or any of its or their respective employees, officers, directors, agents, partners or other representatives from providing or offering gifts or hospitality of greater than nominal value to any person acting on behalf of or employed by the College; Intellectual Property means any intellectual, industrial or other proprietary right of any type in any form protected or protectable under the laws of Canada, any foreign country, or any political subdivision of any country, including any intellectual, industrial or proprietary rights protected or protectable by legislation, by common law or at equity, including, without limitation, inventions, concepts, techniques and ideas; Losses has the meaning given thereto in Section 7.01; Newly Created Intellectual Property means any Intellectual Property created by the Supplier, or created by anyone hired by the Supplier in the course of performance of its obligations under this Agreement; Person includes any individual, corporation, limited and unlimited liability company, general or limited partnership, association, trust, unincorporated organization and joint venture; Personal Information means any recorded information about an identifiable individual or that may identify an individual and includes all such information obtained by the Supplier from the College or created by the Supplier pursuant to this Agreement; "Prime Rate" means the annual rate of interest that RBC Bank establishes from time to time as its reference rate of interest to determine interest rates it will charge at such time for demand loans in Canadian dollars to its customers in Canada which it refers to as its "prime rate of interest"; Rates means the amounts set out in Schedule 1 that are payable by the College to the Supplier for the applicable Deliverables pursuant to this Agreement, which amounts represent the full amounts payable by the College to the Supplier for the provision of the Deliverables, and for greater certainty such amounts include (a) all applicable duties and taxes, including Harmonized Sales Tax; (b) all labour and material costs; (c) all travel and carriage costs (d) all insurance costs; and (e) all other overhead or expenses incurred by the Supplier in connection with the performance of its obligations hereunder, including any fees or other charges required by Applicable Law; Record, for the purposes of this Agreement, means any recorded information, including any Personal Information, in any form: (a) provided by the College to the Supplier, or provided by the Supplier to the College, for the purposes of this Agreement; or (b) created by the Supplier in the performance of this Agreement; and shall include or exclude any information specifically included or excluded, as applicable, in Schedule 1; Ontario College of Trades 2013 Request for Proposal 21

22 Supplier Address means Enter Supplier address, e.mail and fax #, or such other address that the Supplier may designate in writing from time to time by notice to the College; Supplier Representative means Enter Contact name, position, telephone, e.mail, or such other representative agreed upon in writing between the Supplier and the College from time to time; Supplier s Intellectual Property means Intellectual Property owned by the Supplier prior to its performance under this Agreement or created by the Supplier during the Term of this Agreement independently of the performance of its obligations under this Agreement; Tax or Taxes means any local, provincial, federal, domestic or foreign tax of any kind or nature whatsoever, any levy, impost, duty or other charge of a similar nature, and includes any sales tax, value-added tax, goods and services tax, harmonized tax, transfer tax or withholding tax (including any penalty, interest, or addition to tax payable in connection with any of the foregoing); Term means the period of time from the effective date of this Agreement to and including the later of either (a) [ ] or (b) the expiry date of any extension to this Agreement, subject to earlier termination of this Agreement in accordance with the provisions hereof; and Third-Party Intellectual Property means any Intellectual Property owned by a party other than the College or the Supplier No Indemnities from the College Notwithstanding anything else in this Agreement, any express or implied reference to the College providing an indemnity or any other form of indebtedness or contingent liability that would directly or indirectly increase the indebtedness or contingent liabilities of the College, whether at the time of execution of this Agreement or at any time during the Term of this Agreement, shall be void and of no legal effect Entire Agreement This Agreement embodies the entire agreement between the parties with regard to the provision of Deliverables and supersedes any prior understanding or agreement, collateral, oral or otherwise, existing between the parties at the date of execution of this Agreement. As further described in paragraph 2.02, this Agreement does not in any way create an employment relationship between the Supplier (or any of the Supplier s employees, officers, directors, agents, partners, affiliates, subcontractors or other representatives) and the College Severability If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto Interpretive Value of Agreement In the event of a conflict or inconsistency in any provisions in this Agreement the main body of this Agreement shall govern over the Schedules to this Agreement Headings The headings in this Agreement are for convenience of reference only and in no manner modify, interpret or construe this Agreement. The terms hereof, herein, hereunder and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Ontario College of Trades 2013 Request for Proposal 22

23 Articles and Sections are to Articles and Sections of this Agreement Extended Meanings/Certain Phrases In this Agreement words importing the singular number only include the plural and vice versa, and words importing any gender include all genders. The term including means including without limiting the generality of the foregoing. In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word from means from and including and the words to and until each mean to but excluding Statutory References In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulation, ruling, code or policy made thereunder Currency All references to currency herein are to lawful money of Canada, unless otherwise expressly stated Agreements A reference to any document, instrument or agreement will include all exhibits, schedules and other attachments thereto, will include all documents, instruments or agreements issued or executed in replacement thereof, and will mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified, restated, amended and restated or supplemented from time to time and in effect at any given time Business Day Whenever a payment is to be made or an action is to be taken on a day which is not a Business Day, such payment shall be made or such action shall be taken on or not later than the next succeeding Business Day Time of the Essence Time is of the essence in this Agreement Counterparts This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument Electronic Execution Delivery of an executed signature page to this Agreement by any party hereto by electronic transmission will be as effective as delivery of a manually executed copy of the Agreement by such party Force Majeure Neither party shall be liable for damages caused by delay or failure to perform its obligations under this Agreement where such delay or failure is caused by an event beyond its reasonable control. The parties agree that an event shall not be considered beyond one s reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as those contained in this Agreement would have put in place contingency plans to Ontario College of Trades 2013 Request for Proposal 23

24 either materially mitigate or negate the effects of such event. Without limiting the generality of the foregoing, the parties agree that force majeure events shall include natural disasters and acts of war, insurrection and terrorism but shall not include shortages or delays relating to supplies or services. If a party seeks to excuse itself from its obligations under this Contract due to a force majeure event, that party shall immediately notify the other party of the delay or non-performance, the reason for such delay or non-performance and the anticipated period of delay or non-performance. If the anticipated or actual delay or non-performance exceeds fifteen (15) Business Days, the other party may immediately terminate this Agreement by giving notice of termination and such termination shall be in addition to the other rights and remedies of the terminating party under this Agreement, at law or in equity Notices by Prescribed Means Notices shall be in writing and shall be delivered by postage-prepaid envelope, personal delivery or electronic means of communication and shall be addressed to, respectively the College Address to the attention of the College Representative and to the Supplier Address to the attention of the Supplier Representative. Notices shall be deemed to have been given (a) in the case of postage-prepaid envelope, five (5) Business Days after such notice is mailed; (b) in the case of personal delivery on the day of actual delivery thereof; or (c) in the case of electronic means of communication either (i) on the day of transmittal if such day is a Business Day and the communication is transmitted during the normal business hours of the recipient, or (ii) on the next succeeding Business Day after transmittal if the communication is transmitted after normal business hours on any Business Day or on a day that is not a Business Day.. In the event of a postal disruption, notices must be given by personal delivery or by electronic means of communication. Unless the parties expressly agree in writing to additional methods of notice, notices may only be provided by the methods contemplated in this paragraph Governing Law This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and each of the parties to this Agreement hereby attorns to the jurisdiction of the courts of the Province of Ontario. ARTICLE 2 LEGAL RELATIONSHIP BETWEEN THE COLLEGE, SUPPLIER AND THIRD-PARTIES 2.01 Representations of the Supplier The Supplier makes the representations and warranties contained in Schedule 3 and acknowledges that the College is relying upon such representations and warranties in connection with entering into this Agreement Supplier Not a Partner, Agent or Employee (a) (b) The Supplier shall have no power or authority to bind the College or to assume or create any obligation or responsibility, express or implied, on behalf of the College. The Supplier shall not hold itself out as an agent, legal representative, partner or employee of the College. The Supplier shall perform its obligations hereunder as an independent contractor, and nothing in this Agreement shall have the effect of creating an employment, partnership or agency relationship between the College and the Supplier or any of the Supplier s directors, officers, employees, agents, partners, affiliates, volunteers, subcontractors or other representatives, and the College shall not be required to make contributions or remittances for unemployment insurance, Canada Pension, workers' compensation, income tax, employer health tax or other similar levies in respect of the Rates to be paid to the Supplier pursuant to this Agreement. The Supplier shall pay for and maintain any employee benefits for its employees and shall pay for workers compensation, Canada Pension, employer health tax and other similar levies and make withholdings and remittances for income tax in respect of the Supplier and its employees in conformity with any Applicable Laws in respect of any remuneration payable by Ontario College of Trades 2013 Request for Proposal 24