Graphic Design for the Ontario College of Trades (the College)

Transcription

1 Graphic Design for the Ontario College of Trades (the College) Request for Proposal (RFP) No. OCOT/CM/ Date Issued: 21 January

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... 9 C. EVALUATION OF PROPOSALS Clarification of Proposals Preliminary Examination of Proposals Evaluation of Proposals Bidders' Presentations Award of Contract

3 5. Right to Vary Requirements at Time of Award Payment Provisions ANNEX A: PROPOSAL SUBMISSION FORM ANNEX B: TERMS OF REFERENCE ANNEX C: PRICE SCHEDULE ANNEX D: SERVICES AGREEMENT

4 A. INTRODUCTION 1. Objective The purpose of this Request for Proposal (RFP) is to solicit qualified offers for graphic design services of a quarterly newsletter for the Ontario College of Trades (the College) as outlined in the Terms of Reference (Annex B), with a contract start date of February, You are 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, or you as an individual, and the College. 2. Background Information The Ontario College of Trades 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. With the launch of membership activity in January 2013, the College performs standard 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 office is located in Toronto. More information about the College of Trades can be found at 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. 4

5 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 90 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 with the College and performing the contract. 6. Communications during the RFP Period Interested companies/individuals shall acknowledge receipt and their intent to bid for this RFP by to procurement@collegeoftrades.ca no later than 5:00PM on Friday, 24 January The acknowledgement shall provide company/individual s name, telephone number and the name of a contact person. All inquiries regarding this RFP should be directed in writing (via only) to procurement@collegeoftrades.ca before 5:00 PM on Monday, 27 January 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. 7. Proposal structure The proposal shall consist of two parts: the technical, containing the technical specifications for services/products/works and the financial, containing pricing information, to be submitted separately in two different envelopes as outlined in section 8 below. 5

6 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 profile - Company structure - Number and geographical distribution of staff - Main products and services - List of programs/software used 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) Capacity and Lead Times -Technical data to demonstrate the capacity and the quality of service provided in the last three (3) years, e.g. samples of designed products or mock-ups (ads, newsletters, brochures, leaflets and etc.). web samples of work - Provide lead-times for production and delivery of the newsletter layout b) Proposed Work-Plan - Based on the offered lead times provide proposed implementation plan/approach as per the Terms of Reference (including assumptions) c) Proposed Project Team Members -Provide 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 three (3) examples of relevant experience within the past years 6

7 - Provide the organization name, and contact name, address and telephone numbers for three 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 b) A proposed schedule of payments Depending on the proposed methodology Financial Proposal will cover all the services to be provided, and must itemize all the costs. Payments shall be based upon output, i.e. delivery of the services specified in the TOR. The price indicated in the financial proposal will be a part of contractual agreement. Please state all costs clearly and completely; the College will not accept nor pay any hidden costs or costs not disclosed in response to this RFP. All prices are to be quoted in Canadian Dollars; GST/HST (Goods and Services Tax/Harmonized Sales Tax) to be shown separately. The College s general policy is to pay for the performance of contractual services rendered or to effect payment upon the achievement of specific milestones described in the contract. Please note that the College does not make any advance payment. Any request for an advance payment is to be justified and documented, and must be submitted with the financial proposal. The justification shall explain the need for the advance payment, itemize the amount requested and provide a time schedule for utilization of said amount. 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 (for companies only). The proposal shall be submitted in 3 (three) hard copies and 1(one) electronic version (PDF version on a USB stick/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: 7

8 RFP No. OCOT/ CM/ Graphic Design Services for the College 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/ CM/ Graphic Design Services for the College - The second inner envelope shall include the price component and be marked with 2-Financial Proposal, RFP No. OCOT/ CM/ Graphic Design Services for the College The prospective companies/individuals achieving highest total scores might be invited to make a presentation to the selection panel of the College (see section 4 for details). 9. Closing Date for Submission of Proposals Proposals must be received at the College no later than 5:00 PM, Tuesday, 4 February 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. 10. RFP Timelines 21/01: RFP release date 24/01: Deadline for confirming the intent to bid 27/01: Deadline for Submission of Questions 04/02: Deadline for submission of proposals to the College 07/02: Tentative Date for contract signing 03/03: Newsletter Launch/Distribution 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). 8

9 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 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. 14. Conflict of Interest 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 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. 15. Confidentiality Bidders and the College are required to maintain the confidentiality of information provided to each through this RFP process. 9

10 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 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. 10

11 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: capacity and lead-times (220 points) proposed work-plan (160 points) expertise of the proposed team (160 points); previous experience and clients (160 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 (700 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 (300 points). 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 the basis of its responsiveness to the Price Schedule Form (Annex C). The maximum number of points for the price proposal is 300. This maximum number of points will be allocated to the lowest price. All other proposals will receive points in inverse proportion according to the following formula: Price Offer Points = [Max. number of points for the Price Offer] x [Lowest price] a Proposal being evaluated [Price offer being evaluated] c. Total Score The total score for each bidder will be the weighted sum of the technical score and financial score. The maximum total score is 1000 points. 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. 11

12 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. 5. 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. 6. 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. 12

13 ANNEX A: PROPOSAL SUBMISSION FORM To: Ontario College of Trades RFP No. OCOT/ CM/ Dear Sir / Madam, The undersigned, having read the solicitation documents of Request for Proposal No. OCOT/ CM/ , 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 90 (ninety) 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]. 13

14 ANNEX B: TERMS OF REFERENCE Background The Ontario College of Trades is an industry-led organization that protects the public interest by regulating and promoting the skilled trades. As a first of its kind in North America, the College puts decision-making back in the hands of skilled tradespeople, by promoting the skilled trades as a career of first choice for young people, and working with industry professionals to find solutions to matters that affect the skilled trades system. The College of Trades office is located in Toronto. More information about the College of Trades can be found at The College has previously published a monthly newsletter that was created in-house, and is now looking to expand the size and content with a new quarterly publication. Objective The intent of this RFP is to identify and engage a graphic designer for the College s newsletter as outlined in the Scope of Work. The newsletter will target the College's members as well as the public, conveying important information, upcoming events, special feature stories, interviews, as well as offer a professional look and branding of the College with a visually appealing newsletter. The publication should be user-friendly, interactive, published both online and in print. Scope of Work The College of Trades requires the creation and publication of a quarterly newsletter, for an Ontario-wide audience. Three issues are planned for the calendar year, with the first one set for publication in March, Only bidders who meet the credential specifications below will be considered for award. The services include but are not limited to: 1. Provide high quality designs using materials provided by the College, including: Cover page Ad placement Front of Book/ Features/ Spreads Photo Essays/ Infographics Web and printer-ready documents 2. Receive text documents and photos for design layout 3. Provide drafts/proofs of newsletter prior to publication 4. Format files for web publishing platform and print production 5. Any additional edits to copy or layouts During the approval process, the Vendor shall print and mail proofs prior for approval by the Director of Communications and Marketing, or other delegated personnel. III. TECHNICAL SPECIFICATIONS A. Graphic Design 14

15 The 12-page newsletter includes a cover page, back page and inside cover and inside back pages. 1. Cover page Using text and photography/illustrations to create a captivating cover page that reflects the skilled trades of Ontario. 2. Table of Contents One page Specific sections for each issue (section names may change): o Message from the CEO o Q & A o Stats o Skills and Standards o Women o Youth Corner o Resources/ Links 3. Front of Book Six pages dedicated to smaller pieces, info graphics, maps, etc. 4. Features Four pages dedicated to longer, in-depth features; typically two pages per article, sometimes a photo essay, often a spread. 5. Resources Two pages dedicated to resources for students, apprentices, College members, employers, etc. Links to relevant studies, consultations, competitions Ontario map that tracks where the College has been (presentations and speeches by CEO and College staff) 6. Advertising Placing College, Ontario government, and stakeholder ads in the inside and back cover pages Additional Requirements Printer-ready final document required prior to online publication Sourcing photography or illustration when required Timing/Duration We are looking to launch the first edition of the newsletter in March, Inputs from the College The College will provide the contractor with any additional background information needed and describe the College s business processes. Additional inputs needed may be requested in the 15

16 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, as verified by, e.g., the quality of work samples, client references, demonstrated success in projects with similar requirements or a tour of vendor facility. 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. 16

17 ANNEX C: PRICE SCHEDULE All prices are to be quoted in Canadian Dollars, and HST to be shown separately. Please state all costs clearly and completely; the College will not accept nor pay any hidden costs or costs not disclosed in response to this RFP. ITEM/SERVICE DESCRIPTION QUANTITY PRICE PER UNIT DURATION (HOURS/DAYS) TOTAL PRICE HST 1. NEWSLETTER A)-INITIAL LAYOUT/DESIGN B)-DESIGN SERVICES PER AN ISSUE (2 MORE ISSUES THROUGHOUT THE YEAR) C)-FORMATTING (FRENCH) TRANSLATED ARTICLES INTO DESIGN TEMPLATE 2. OTHER COSTS (PLEASE ITEMIZE, IF ANY) TOTAL b) Proposed schedule of payment. Signature of Bidder Name and title 17

18 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) 18

19 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; 19

20 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; 20

21 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. 21

22 Unless something in the subject matter or context is inconsistent therewith, references herein to 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 22

23 similar obligations as those contained in this Agreement would have put in place contingency plans to 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 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 23

24 employees in conformity with any Applicable Laws in respect of any remuneration payable by the Supplier to such persons. The Supplier agrees that the Supplier and its employees are not entitled to any rights and benefits afforded to the College s employees, including participation in any of the College s group insurance plans, vacation pay, overtime pay, holiday pay, termination or severance pay Responsibility of Supplier The Supplier agrees that it is liable for the acts and omissions of its directors, officers, employees, agents, partners, affiliates, volunteers, subcontractors and other representatives. This paragraph is in addition to any and all of the Supplier s liabilities under this Agreement and under the general application of law. The Supplier shall advise these persons of its obligations under this Agreement and, without limiting the generality of the foregoing, shall take appropriate action to ensure compliance with (a) this Agreement generally and (b) with the requirements of Article 5 (Confidentiality) of this Agreement. In addition to any other liabilities of the Supplier pursuant to this Agreement or otherwise at law or in equity, the Supplier shall be liable for all Losses and Claims arising from any breach of this Agreement resulting from the actions of the above mentioned individuals and entities Subcontracting The Supplier shall not subcontract or assign the whole or any part of this Agreement or any monies due under it without the prior written consent of the College. Such consent shall be in the sole discretion of the College and subject to the terms and conditions that may be imposed by the College in its sole discretion. Without limiting the generality of the conditions which the College may require prior to consenting to the Supplier s use of a subcontractor, every contract entered into by the Supplier with a subcontractor shall adopt all of the terms and conditions of this Contract as far as applicable to those parts of the Deliverables provided by the subcontractor. Nothing contained in this Agreement shall create a contractual relationship between any subcontractor or its employees and the College. Notwithstanding any use of a subcontractor or assignment by the Supplier in accordance with this Section 2.04, the Supplier shall remain liable to the College for all of its obligations under this Agreement Change of Control In the event that a change of control occurs in respect of the Supplier, the Supplier shall immediately disclose such change of control to the College and provide to the College such information in respect of the person that acquired control of the Supplier as the College may reasonably request. The College may, within thirty (30) Business Days of receiving such notice and all information that it has reasonably requested in a timely manner in respect of such change of control, determine to terminate this Agreement pursuant to Section 8.01 if, in the sole opinion of the College, the change of control adversely affects the Supplier s ability to satisfy any of its obligations under this Agreement Conflict of Interest The Supplier shall (a) avoid any Conflict of Interest in the performance of its obligations under this Agreement; (b) disclose without delay any actual or potential Conflict of Interest that arises during the performance of its obligations under this Agreement, including as a result of work done for any party other than the College during the Term of this Agreement; and (c) comply with any requirements prescribed by the College to resolve any Conflict of Interest. In addition to all other contractual rights or rights available at law or in equity, the College may, at its sole and absolute discretion, immediately terminate this Agreement upon giving written notice to the Supplier if (a) the Supplier fails to disclose without delay an actual or potential Conflict of Interest; (b) the Supplier fails to comply with any requirements prescribed by the College to resolve a Conflict of Interest; or (c) the Supplier s Conflict of Interest cannot be resolved to the satisfaction of the College in its sole discretion Agreement Binding 24

25 This Agreement shall endure to the benefit of and be binding upon the parties and their respective successors, executors, administrators and permitted assigns. ARTICLE 3 - PERFORMANCE BY SUPPLIER 3.01 Commencement of Performance The Supplier shall commence performance of the Deliverables at the applicable Rates on [ ], and shall complete performance of the Deliverables in accordance with the timing requirements, if any, set out on Schedule Performance Warranty The Supplier hereby represents and warrants that the Deliverables shall be provided fully and diligently in a professional and competent manner by persons qualified and skilled in their occupations and furthermore that all Deliverables will be provided in accordance with (a) the terms and conditions of this Agreement; (b) Industry Standards; and (c) Applicable Law. If any of the Deliverables are inadequately provided or require corrections, the Supplier shall forthwith make the necessary corrections at its own expense as reasonably specified by the College in a rectification notice Use and Access Restrictions The Supplier acknowledges that unless it obtains specific written preauthorization from the College, any access to or use of the College property, technology or information that is not necessary for the performance of its obligations under this Agreement is strictly prohibited. The Supplier further acknowledges that the College may monitor the Supplier to ensure compliance with this paragraph. This paragraph is in addition to and shall not limit any other obligation or restriction placed upon the Supplier Work To Be Done For The College Only The Supplier acknowledges and agrees that (i) it will not conduct any work for any party other than the College while on the premises of the College at the College Address, and (ii) it may only use the information technology resources and systems of the College for the purpose of providing the Deliverables to the College. Notwithstanding the foregoing, the College acknowledges and agrees that in the course of the Supplier providing the Deliverables to the College at the College Address it may be necessary, in limited circumstances, for the Supplier to respond to inquiries related to the Supplier s business and unrelated to the College from parties other than the College Notification by Supplier to The College During the Term, the Supplier shall advise the College promptly upon the Supplier becoming aware of (a) any contradictions, discrepancies or errors found or noted in this Agreement; (b) supplementary details, instructions or directions that do not correspond with those contained in this Agreement; and (c) any omissions or other faults that become evident and should be corrected in order to provide the Deliverables in accordance with the terms and conditions of this Agreement and Applicable Law Condonation Not a Waiver Any failure by the College to insist in one or more instances upon strict performance by the Supplier of any of the terms or conditions of this Agreement shall not be construed as a waiver by the College of its right to require strict performance of any such terms or conditions, and the obligations of the Supplier with respect to such performance shall continue in full force and effect Changes By Written Amendment Only 25