REQUEST FOR PROPOSALS

2016-RFP-13 CONSULTING SERVICES FOR

WWTP SCREW PUMP BUILDING HVAC UPGRADE

Issue Date: March 31, 2016

Original and one (1) complete copy of a Proposal in an envelope plainly marked "2016-RFP-13 Screw Pump HVAC Upgrade Consultant” along with a flash drive of the proposal in PDF format, may be hand delivered, couriered or mailed and must be received prior to the Closing Date and Time. Fax or e-mail submissions will NOT be accepted. RFP Closing Time: 2:00 p.m. local time RFP Closing Date: Tuesday, April 19, 2016 Delivered to: City of Penticton

616 Okanagan Avenue East Penticton, BC V2A 3K6 Attention: Cathy Ingram, Logistics Manager

Submission Enquiries: Cathy Ingram, Logistics Manager e-mail cathy.ingram@penticton.ca

NOTE: Questions will not be accepted or answered 48 hours prior to the closing date and time.

Proposals will not be opened in public.

It is the sole responsibility of the proponent to check the City’s website at www.penticton.ca for any updated information and addenda issued before the closing date. www.penticton.ca is the only authorized website to obtain competitive bid documents for the City of Penticton opportunities. The City of Penticton shall not be held responsible for our competitive bid documents that are located on any other website.

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TABLE OF CONTENTS 1.0 SCOPE OF THE PROPOSAL ................................................................................................... 3

2.0 INTERPRETATION ................................................................................................................... 3

3.0 CONTENT OF PROPOSAL ...................................................................................................... 4

4.0 INSTRUCTIONS TO BIDDERS ................................................................................................ 4

5.0 REQUEST FOR RFP PROCESS ................................................................................................ 5

6.0 PRE-RFP INFORMATION ........................................................................................................ 5

7.0 PROPOSAL PREPARATION .................................................................................................... 8

8.0 ADDITIONAL TERMS .............................................................................................................. 9

9.0 CONDITIONS ......................................................................................................................... 10

10.0 CONTRACTOR’S OBLIGATIONS .......................................................................................... 11

11.0 INSURANCE PROTECTION AND DAMAGE ....................................................................... 11

SCHEDULE A - PROJECT DETAILS .................................................................................................... 15

SCHEDULE B - FORM OF CONTRACT .............................................................................................. 27

PROPOSAL SUBMISSION FORM ....................................................................................................... 34

APPENDIX A – CERTIFICATION DOCUMENT ................................................................................... 37

APPENDIX B - CONFLICT OF INTEREST CERTIFICATION ............................................................... 38

APPENDIX C – REFERENCES............................................................................................................ 39

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1.0 SCOPE OF THE PROPOSAL

1.1 INTRODUCTION

The City of Penticton’s Advanced Wastewater Treatment Plant (AWWTP) is planning to upgrade the HVAC system for the Screw Pump Building. The City is seeking Proposals from qualified consultants for mechanical, structural, electrical, instrumentation and controls services required for completion of the Pre-Design Report c/w Simple Pay-Back Calculation, Detail Design, Tendering Period Services, Construction Management and Commissioning/Project Closeout for the Screw Pump Building HVAC upgrade.

2.0 INTERPRETATION

2.1 DEFINITIONS a. “Best Value” means the value placed upon quality, service, past performance and price. b. “City” means The Corporation of the City of Penticton. c. “City Representative” means the representative or appointee engaged by the City to supervise

the Work. d. “Contract” means an agreement between the City and the Successful Proponent. e. “Contractor” means the Successful Proponent to this RFP who enters into a written Contract

with the City. f. “Council” means the duly elected officials of the City. g. “must,” “mandatory” or “required” means a requirement that must be met in order for a

Proposal to receive consideration. h. “Premises” shall mean building(s) or part of a building with its appurtenances. i. "Proposal" shall mean the Proponent's submission to the RFP. j. “Proponent” means a party submitting a Proposal to this RFP. k. “RFP” means the “Request for Proposal”. l. “Request for Proposal” includes the documents listed in the index of the Request for Proposal

and any modifications thereof or additions thereto incorporated by addenda before the close of RFP.

m. “Services” means any labour, materials, duty and/or efforts to accomplish the purpose of this

project. n. “should” or “desirable” means a requirement having a significant degree of importance to the

objectives of the Request for RFP. o. “Special Conditions” means the special conditions, which are included in the RFP. p. “Specifications” means the specifications which are included in the RFP. q. “Sub-contractor” includes, inter alia, a person, firm or corporation having a contract with the

Successful Proponent for the execution of a part or parts, or furnishing to the Successful Proponent materials and/or equipment called for in the RFP.

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r. “Successful Proponent” means the Proponent submitting the most advantageous RFP as

determined by the City of Penticton. s. “Work” means any labour, materials, duty and/or efforts to accomplish the purpose of this

project. 3.0 CONTENT OF PROPOSAL

Proposals (one original and one copy) must be submitted in printed form along with a flash drive of the Proposal in PDF format). The following documents must be included in the submission.

• Proposal Submission Form; • Completed Appendix A – Certification Document; • Completed Appendix B – Conflict of Interest Certification; • Completed Appendix C – References; and • Proponent’s Proposal

4.0 INSTRUCTIONS TO BIDDERS

4.1 GENERAL

a. The law applicable to this RFP shall be the law in effect in the Province of British Columbia. Except for an appeal from a British Columbia Court to the Supreme Court of Canada, no action in respect to this RFP shall be brought or maintained in any court other than in a court of the appropriate jurisdiction of the Province of British Columbia.

b. In carrying out its obligations hereunder, the Proponent shall familiarize itself and comply with

all applicable laws, bylaws, regulations, ordinances, codes, specifications and requirements of all regulatory authorities, and shall obtain all necessary licenses, permits and registrations as may be required by law. Where there are two or more laws, ordinances, rules, regulations or codes applicable to the Works, the more restrictive shall apply.

c. Applicability of law: All references in the RFP to statutes and regulations thereto and City

bylaws shall be deemed to be the most recent amendments thereto or replacements thereof. d. Copyright: All designs, drawings, concept drawings, specifications, digital, hard copies, web

pages, internet pages, maps and plans commissioned by the City of Penticton, shall remain the property of the City of Penticton.

e. In the case of any inconsistency or conflict between the provisions of the RFP, the provisions of

such documents and addenda thereto will take precedence in governing in the following order: (1) addenda; (2) RFP; (3) Special Conditions; (4) Specifications; (5) Drawings; (6) Executed Form of RFP; (7) all other documents.

f. Headings are for convenience only: Headings and titles in the RFP are for convenience only and

are not explanatory of the clauses with which they appear. g. Method of payment is governed by City policy as well as applicable Federal and Provincial laws. h. The RFP, accepted submission, and City Contract represent the entire Agreement between the

City and the Successful Proponent and supersede all prior negotiations, representations or agreements either written or oral. The Contract may be amended only by written instrument agreed and executed by the Successful Proponent and the City.

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5.0 REQUEST FOR RFP PROCESS

5.1 NOT A TENDER CALL

This RFP is not a tender call, and the submission of any response to this RFP does not create a tender process. This RFP is not an invitation for an offer to contract, and it is not an offer to contract made by the City.

5.2 NO OBLIGATION TO PROCEED

Though the City fully intends at this time to proceed through the RFP, the City is under no obligation to proceed to the purchase, or any other stage. The receipt by the City of any information (including any submissions, ideas, plans, drawing, models or other materials communicated or exhibited by any intended Proponent or on its behalf, shall not impose any obligations on the City. There is no guarantee by the City, its officers, employees or agents, that the process initiated by the issuance of this RFP will continue, or that this RFP process or any RFP process will result in a contract with the City. 5.3 ADDENDA AND SUBSEQUENT INFORMATION Proponents are advised that all subsequent information regarding this RFP including any addendum will be posted on the City’s webpage. 5.4 ELIGIBILITY

Proposals will not be evaluated if the Proponent’s current of past corporate or other interests may, in the City’s opinion, give rise to a conflict of interest in connection with the RFP. 5.5 CONFLICT OF INTEREST

Any potential or perceived conflict of interest must be disclosed to the City in writing through the use of the Conflict of Interest Certification in Appendix B. Any conflict of interest identified will be considered and evaluated by the City. The City has the sole discretion to take the steps they deem necessary to resolve the conflict. If during the term of the Contract, a conflict or risk of conflict of interest arises, the Contractor will notify the City immediately, in writing, of that conflict or risk and take any steps that the City reasonably required to resolve the conflict of deal with the risk.

5.6 LATE PROPOSALS

Proposals received after the final date and time for receipt of Proposals will be considered as “late Proposals.” Late Proposals will not be accepted and will be returned unopened to the sender.

6.0 PRE-RFP INFORMATION

6.1 COST OF PREPARATION Any cost incurred by the Proponent in the preparation of this Proposal will be borne solely by the Proponent.

6.2 INTENTION OF THE CITY The Proponent that submits to the City the most advantageous Proposal and which represents the interests of the City, best overall, may be awarded the contract. The City reserves the right to accept or reject all or part of the RFP, however, the City is not precluded from negotiating with the Successful Proponent to modify its Proposal to best suit the needs of the City.

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6.3 REJECTION OF PROPOSALS The City reserves the right to reject, at the City’s sole discretion, any or all Proposals, without limiting the foregoing, any Proposal which either:

a. is incomplete, obscure, irregular or unrealistic;

b. has non-authorized (not initialled) erasures or corrections in the Proposal or any schedule

thereto;

c. omits or fails to include any one or more items in the Proposal for which a price is required by the RFP;

d. fails to complete the information required by the RFP to be furnished with a Proposal; and/or e. fails to complete the information required whether the same purports to be completed or not.

Further, a Proposal may be rejected on the basis of the Proponents past performance, financial capabilities, completion schedule and compliance with Federal, Provincial, and/or Municipal legislation. As it is the purpose of the City to obtain a Proposal most suitable to the interests of the City and what it wishes to accomplish, the City has the right to waive any irregularity or insufficiency in any Proposal submitted and to accept the Proposal which is deemed to provide the Best Value to the City.

6.4 EVALUATION CRITERIA

Proposals will be checked against the mandatory criteria. Proposals not meeting all mandatory criteria will be rejected without further consideration. If all submissions do not meet the City’s mandatory criteria, it shall remain the City’s sole discretion to evaluate submissions and reject all or award to the Proponent with the highest overall ranking. MANDATORY CRITERIA

MANDATORY CRITERIA

• Proposal submission Form – Signed and Dated • Completed Appendix A – Certification Document • Completed Appendix B – Conflict of Interest Certification • Completed Appendix C - References

SCORED EVALUATION CRITERIA Proposals meeting the mandatory requirements will be further evaluated based on predetermined criteria and weighting as detailed below:

QUALIFICATIONS – 35%

• Demonstrates clear understanding of the project requirements EXPERIENCE - 35%

• Previous performance of similar work REFERENCES – 10%

• Positive feedback from previous clients FEE 20%

• Fees are fair market value for work detailed in the Proposal.

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6.5 EVALUATION COMMITTEE

Evaluation of Proposals may be by an Evaluation Committee formed by the City and may include a representative of its Logistics Division.

Upon submitting a Proposal, Proponents agree that the City may disclose their company name; however, no prices, scores, weights or totals will be provided to any Proponents.

Awards will be made based on the Best Value offered, and the Best Value will be determined by the City. The quality of the service to be supplied, the conformity with the specifications, the suitability to requirements, guarantee clauses, and references shall all be taken into consideration. 6.6 CONFIDENTIALITY OF PROPOSALS

The City will endeavour to keep all Proposals confidential. The material contained in the Proposal from the Successful Proponent will be incorporated in a contract and information which is considered sensitive and/or proprietary shall be identified as such by the Proponent. Technical or commercial information included in the City contract shall not be released if the Logistics Department of the City deems such releases inappropriate, subject to the Protection of Privacy and Freedom of Information Act. 6.7 CONFIDENTIALITY OF CITY’S INFORMATION All Proponents and any other persons who, through this RFP process, gains access to the City’s confidential financial information, are required to keep strictly confidential all information which in any way reveals confidential business, financial or investment details, programs, strategies or plans learned through this RFP process. This requirement will continue with respect to such information learned by the Successful Proponent, if any, over the course of any contract for service which arises out this RFP process. Information pertaining to the City obtained by the Proponent as a result of participation in this process is confidential and must not be disclosed without written authorization of the City.

6.8 CLARIFICATION

The City reserves the right to seek Proposal clarification with the Proponents to assist in making evaluations.

6.9 GIFTS AND DONATIONS

Proponents will not offer entertainment, gifts, gratuities, discounts, or special services, regardless of value, to any employee of the City. The Successful Proponent shall report to the City’s Logistics Department any attempt by City employees to obtain such favours.

6.10 ACCEPTANCE OF PROPOSAL

The City shall not be obligated in any manner to any Proponent whatsoever until a written agreement has been duly executed relating to an approved Proposal.

No act of the City other than written notice signed by the City’s Corporate Officer or Logistics Manager shall constitute an acceptance of a Proposal. Such acceptance shall bind the Successful Proponent to execute in a manner satisfactory to the City.

6.11 NEGOTIATION DELAY If a written Contract cannot be negotiated within 30 days of notification to the Successful Proponent, the City may, at its sole discretion at any time thereafter, terminate negotiations with that Proponent and either negotiate a Contract with the next qualified Proponent or choose to terminate the RFP process and not enter into a Contract with any of the Proponents.

6.12 ENQUIRIES AND CONACT DURING THE RFP PROCESS

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All enquiries related to this RFP are to be directed, in writing, to

Cathy Ingram, Logistics Manager City Yards 616 Okanagan Avenue East Penticton, BC V2A 3K6 cathy.ingram@penticton.ca

The Logistics Manager (or designate) is the City’s only representative authorized to communicate and otherwise deal with Proponents and all Proponents must communicate and otherwise deal with that person only. Contact with any other City representative, including members of Council, officers or employees of the City regarding this RFP of a Proponent’s submission may result in the Proposal being removed from consideration for this and any future competitions. Enquiries and responses will be recorded and may be distributed to all Proponents at the City’s option. Questions will not be accepted or answered within 48 hours of the Closing date and time.

6.13 SUBMITTAL DEADLINE AND INSTRUCTIONS Delivery of Proposals to the City Logistics office located at Penticton City Yards prior to the specified date and time is solely and strictly the responsibility of the Proponent. The City shall not, under any circumstances, be responsible for delays caused by any delivery service, or for delays caused by any other occurrence. All Proposals must be manually and duly signed by an authorized corporate officer or principal(s) of the organization with the authority to bind said Proponent. Proposals must be received in a sealed envelope by 2:00 p.m. (local Penticton time) on Tuesday, April 19, 2016 at:

Logistics Department City Yards 616 Okanagan Avenue East Penticton, BC V2A 3K6

Proposals and their envelopes should be clearly marked with the name and address of the Proponent and the RFP program title.

7.0 PROPOSAL PREPARATION

7.1 ALTERNATIVE SOLUTIONS If alternative solutions are offered, please submit the information in the same format, as a separate Proposal.

7.2 CHANGES TO PROPOSAL WORDING

The Proponent will not change the wording of its Proposal after the submission deadline and no words or comments will be added to the Proposal unless requested by the City for purposes of clarification. 7.3 IRREVOCABILITY OF PROPOSALS

By submission of a clear and detailed written notice, the Proponent may amend or withdraw its Proposal prior to the closing date and time. Upon closing time, all Proposals become irrevocable. By submission of a Proposal, the Proponent agrees that should its Proposal be successful, the Proponent will enter into a contract with the City. 7.4 PROPONENT’S EXPENSE

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Proponents are solely responsible for their own expenses in preparing a Proposal and for subsequent negotiations with the City, if any. If the City elects to reject all Proposals, the City will not be liable to any Proponent for any claims, whether for costs or damages incurred by the Proponent in preparing the Proposal, loss of anticipated profit in connection with any final Contract or any other matter whatsoever. 7.5 LIMITATION OF DAMAGES

The Proponent, by submitting a Proposal, agrees that it will not claim damages, for whatever reason, relating to the RFP or in respect of the competitive process, in excess of an amount equivalent to the reasonable costs incurred by the Proponent in preparing its Proposal. The Proponent, by submitting a Proposal, waives any claim for loss of profits if no agreement is made with the Proponent.

7.6 FIRM PRICING

Proposals must be firm for at least 60 days after the RFP Closing Date. Prices will be firm for the entire contract period. 7.7 CURRENCY AND TAXES Prices quoted are to be:

• in Canadian dollars; • inclusive of duty, where applicable; • FOB destination, delivery charges included where applicable; and • excluding applicable taxes.

Proponents acknowledge that, if it is a non-resident company, payments to the Proponent, as a non-resident, may be subject to withholding taxes under the Income Tax Act (Canada). Further, unless the Proponent, as a non-resident, provides the City with an official letter from Canadian Customs and Revenue Agency waiving the withholding requirements, the City will withhold the taxes it determines are required under the Income Tax Act (Canada).

8.0 ADDITIONAL TERMS

8.1 SUB-CONTRACTING a. Using a Sub-contractor (who must be clearly identified in the Proposal) is acceptable. This

includes a joint submission by two (2) Proponents having no formal corporate links. However, in this case, one of these Proponents must be prepared to take overall responsibility for successful interconnection of the two (2) product or service lines and this must be defined in the Proposal.

b. A Sub-contractor individual or firm, whose current or past corporate or other interests may, in

the City’s opinion, give rise to a conflict of interest in connection with this project will not be permitted. This includes, but is not limited to, any firm or individual involved in the preparation of this Proposal.

c. Any Sub-contracting of the service to any firm or individual after the award of a Contract must

have prior written approval by the City.

8.2 LIABILITY FOR ERRORS

While the City has used considerable efforts to ensure an accurate representation of information in this RFP, the information contained in this RFP is supplied solely as a guideline for Contractors. The information is not guaranteed or warranted to be accurate by the City, nor is it necessarily comprehensive or exhaustive.

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Nothing in this RFP is intended to relieve Contractors from forming their own opinions and conclusions with respect to the matters addressed in this RFP. 8.3 AGREEMENT WITH TERMS By submitting a Proposal the Contractor agrees to all the terms and conditions of this RFP. Contractors who have obtained the RFP electronically must not alter any portion of the document, with the exception of adding the information requested. To do so will invalidate the Proposal. 8.4 USE OF REQUEST FOR PROPOSALS This document, or any portion thereof, may not be used for any purpose other than the submission of Proposals.

9.0 CONDITIONS

a. A qualified Proposal is one which meets the needs and specifications of the City, the terms and conditions contained in the RFP. The preferred Proposal is a qualified Proposal offering the Best Value, as determined by the City.

b. The City will decide whether a Proposal is qualified by evaluating all of the Proposals based on

the needs of the City, specifications, terms and conditions and price. The City Evaluation Committee will examine all Proposals and recommend which Proposal is in the City’s best interest.

c. A Proposal which is unqualified is one that exceeds the cost expectations of the City and/or

does not meet the terms and conditions contained in the RFP and/or does not meet the needs and specifications of the City. The City reserves the right to reject any or all unqualified Proposals.

d. The City reserves the right to cancel this RFP at any time. e. The City recognizes that Best Value is the essential part of purchasing a product and/or service

and therefore the City may prefer a Proposal with a higher price, if it offers greater value and better serves the City’s interests, as determined by the City, over a Proposal with a low price. The City’s decision shall be final.

f. The City reserves the right to negotiate with a preferred Proponent, or any Proponent, on any

details, including changes to specifications and price. If specifications require significant modification, all Proponents shall have the opportunity to adjust their Proposals or re-submit altogether, as determined by the City Logistics Department and/or department head.

g. All equipment, goods and workmanship must conform to all Laws and Standards necessary for

use in Canada and the Province of British Columbia.

h. The Successful Proponent, herein named the Contractor, shall guarantee that their Proposal will meet the needs of the City and that any or all items supplied and/or services rendered shall be correct. If the items supplied by the Contractor and/or the services rendered by it are in any way incorrect or unsuitable, all correction costs shall be borne solely by the Contractor.

i. All proposed prices shall include delivery F.O.B. City Works yard or other destination point, as

specified by the City, and the Contractor shall bear all risks of loss and/or damage. j. Where only one Proposal is received, the City reserves the right not to make public the amount

of the Proposal. The amount of the Proposal will be made public if a contract is awarded. The City reserves the right to accept or reject a Proposal, where only one Proposal is received.

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k. The City reserves the right in its sole discretion to accept or reject all or part of any Proposal which is non-compliant with the requirements of this RFP.

l. The City shall not be obligated either to accept or reject any non-compliance with the

requirements of this RFP.

m. Cancellation Clause: The City reserves the right to cancel the Contract for goods and/or services as outlined in this RFP, at any time, by providing 30 days written notice to the Contractor.

10.0 CONTRACTOR’S OBLIGATIONS

10.1 REGISTRATION WITH WORKSAFE BC (WCB) The Contract may contain a provision that the Contractor and any approved Sub-contractors must be registered with WorkSafe BC (WCB), in which case WorkSafe BC (WCB) coverage must be maintained for the duration of the Contract. Prior to receiving any payment, the Contractor may be required to submit a WorkSafe BC (WCB) Clearance Letter indicating that all WCB assessments have been paid.

The Contractor shall ensure compliance on their part with the Workers' Compensation Act and any regulations there under, especially provisions of said Act or of regulations under said Act having to do with the prevention of accidents, the prevention of diseases and the provision of safe working conditions, including proper sanitation and ventilation.

In any case where pursuant to the provisions of the Workers' Compensation Act, the Workers' Compensation Board orders the Contractor in respect of his operations under this Agreement, to cease operations because of failure to install or adopt safety devices or appliances directed by the order of the said Board, or required under said Act or regulations there under or because said Board is of the opinion that conditions of immediate danger exist that would be likely to result in injury to any person, or because of lack of payment of an account due to the Board, the City on twenty-four (24) hours written notice to the Contractor, may terminate the Contract. 10.2 GOVERNING REGULATIONS

The Contractor shall apply and pay for all necessary permits or licences required for the execution of the Work (but this shall include the obtaining of permanent easements or rights of servitude). The Contractor shall give all necessary notices, pay for all fees required by law, and comply with all laws, ordinances, rules and regulations relating to the Work and to the preservation of the public health. The Contractor shall be responsible for the safety of all workers and equipment on the project in accordance with all applicable safety legislation passed by Federal, Provincial and local authorities governing safety.

11.0 INSURANCE PROTECTION AND DAMAGE

11.1 GENERAL INSURANCE

The Contractor shall procure and maintain, at its own expense and cost, the insurance policies listed in Section 10.2, with limits no less than those shown in the respective items, unless in connection with the performance of some particular part of the Work or Services, the City advises in writing that it has determined that the exposure to liability justifies less limits. The insurance policy or policies shall be maintained continuously from commencement of the Work or Services until total completion of the Work or Services or such longer period as may be specified by the City.

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11.2 INSURANCE

As a minimum, the Contractor shall, without limiting its obligations or liabilities under any other contract with the City, procure and maintain, at its own expense and cost, the following insurance policies: Commercial General Liability Insurance Providing for an inclusive limit of not less than $2,000,000 for each occurrence or accident; providing for all sums which the Contractor shall become legally obligated to pay for damages because of bodily injury (including death at any time resulting therefrom) sustained by any person or persons or because of damage to or destruction of property caused by an occurrence or accident arising out of or related to the Work or Services or any operations carried on in connection with this Contract; including coverage for Contractor's Protective, Personal Injury, Contingent Employer's Liability, Broad Form Property Damage, and Non-Owned Automobile Liability.

Cross Liability Coverage Coverage must include a Cross Liability clause providing that the inclusion of more than one Insured shall not in any way affect the rights of any other Insured hereunder, in respect to any claim, demand, suit or judgment made against any other Insured.

Automobile Liability Insurance Automobile Liability Insurance covering all motor vehicles, owned, operated and used or to be used by the Contractor directly or indirectly in the performance of the Work or Services. The Limit of Liability shall not be less than $2,000,000 inclusive, for loss or damage including personal injuries and death resulting from any one accident or occurrence. Such All Risks Insurance shall be endorsed to waive all rights of subrogation against the City.

11.3 THE CITY NAMED AS ADDITIONAL INSURED

The policies required by section .2 above shall provide that the City is named as an Additional Insured thereunder and that said policies are primary without any right of contribution from any insurance otherwise maintained by the City.

11.4 CONTRACTOR'S SUB-CONTRACTORS

The Contractor shall require each of its S ub-contractors to provide comparable insurance to that set forth under Section .2 above.

11.5 CERTIFICATES OF INSURANCE

The Contractor agrees to submit Certificates of Insurance, for itself and for all of its Sub-contractors to the Logistics Department of the City prior to commencing the Work or providing the Services. Such Certificates shall provide that 30 days' written notice shall be given to the City’s R isk Management Department, prior to any cancellations of any such policy or policies. The Contractor agrees to notify the City of any material changes to such policy or policies.

11.6 OTHER INSURANCE

After reviewing the Contractor's Certificates of Insurance, the City may require other insurance or alterations to any applicable insurance policies in force during the period of this Contract and will give notifications of such requirement. Where other insurances or alterations to any insurance policies in force are required by the City and result in increased insurance premium, such increased premium shall be at the Contractor’s expense.

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11.7 ADDITIONAL INSURANCE

The Contractor may take out such additional insurance, as it may consider necessary and desirable. All such additional insurance shall be at no expense to the City. The Contractor shall ensure that all of its Sub-contractors are informed of and comply with the City's requirements.

11.8 INSURANCE COMPANIES

All insurance, which the Contractor is required to obtain with respect to this Contract, shall be with insurance companies registered in and licensed to underwrite such insurance in the province of British Columbia.

11.9 FAILURE TO PROVIDE

If the Contractor fails to do all or anything which is required of it with regard to insurance, the City may do all that is necessary to effect and maintain such insurance, and any monies expended by the City shall be repayable by and recovered from the Contractor. The Contractor expressly authorizes the City to deduct from any monies owing the Contractor, any monies owing by the Contractor to the City.

11.10 NON-PAYMENT OF LOSSES

The failure or refusal to pay losses by any insurance company providing insurance on behalf of the Contractor or any Sub-contractor shall not be held to waive or release the Contractor or Sub-contractor from any of the provisions of the Insurance Requirements or this Contract, with respect to the liability of the Contractor otherwise. Any insurance deductible maintained by the Contractor or any Sub-contractor under any of the insurance policies is solely for their account and any such amount incurred by the City will be recovered from the Contractor.

11.11 AUTOMOTIVE INSURANCE

A minimum of Two Million Dollars ($2,000,000) of public liability and property damage insurance shall be carried on all automotive equipment.

11.12 INDEMNITY

The Contractor shall be liable for all loss, costs, damages, and expenses whatsoever incurred or suffered by the City, its elected officials, officers, employees and managers (collectively) including but not limited to damage to or loss of property and loss of use thereof, and injury to or death of a person or persons resulting from or in connection with the performance, purported performance, or non-performance of this Contract, excepting only where such loss, costs, damages and expenses are as a result of the sole negligence of the Indemnities. The Contractor shall defend, indemnify and hold harmless the Indemnities from and against all claims, demands, actions, proceedings, and liabilities whatsoever and all costs and expenses incurred in connection therewith and resulting from the performance, purported performance, or non-performance of this contract, excepting only where such claim, demand, action, proceeding or liability is based on the sole negligence of the Indemnities.

11.13 CITY REPRESENTATIVE

A City Representative will be assigned by the City to oversee the compliance of the Proposal awarded to the Contractor. In addition, the Contractor will be expected to name a counterpart Project Manager.

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11.14 PAYMENT HOLDBACK

The Contract may contain a provision whereby the City will hold back a portion of the total Contract price until the requirements of the RFP have been met.

11.15 SOFTWARE

It is the Contractor’s responsibility to ensure that the City has all licenses required to use any software that may be supplied by the Contractor pursuant to the Contract.

11.16 ARBITRATION

All disputes arising out of or in connection with the Contract must, unless the parties otherwise agree, be referred to and finally resolved by arbitration pursuant to the Commercial Arbitration Act.

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SCHEDULE A - PROJECT DETAILS

1.1. GENERAL

The AWWTP wants to ensure a safer operating and maintenance environment for its staff and at the same time improve energy efficiency of the existing Screw Pump Building HVAC system by upgrading this system to more acceptable and current standards.

1.2. AVAIABLE INFORMATION

Information provided below is reference, and is intended to be used as a guide for establishing the effort and cost of the prioritized upgrades for all stages of design, tender preparation, construction management and post construction services. Existing Facility Drawings - The existing drawings of the Screw Pump Building are included as Attachment A of these documents. AWWTP Equipment Numbering - The AWWTP Standard “Equipment Numbering” is appended as Attachment B. This numbering system must be used to number all new equipment and to re-number all existing equipment in the Screw Pump Station.

1.3. SCOPE OF WORK

It is anticipated that the Consulting Mechanical, Structural, Electrical, Instrumentation and Controls Services required for completion of the Pre-Design Report c/w Simple Pay-Back Calculation, Detail Design, Tendering Period Services, Construction Management and Commissioning/Project Closeout for the Screw Pump Building HVAC upgrade to the AWWTP will include but not necessarily be limited to the following:

1.4. MEETINGS

Meet with the City’s Project Manager and City staff in a timely manner to review project objectives and to gather information at project milestones. Meet with the City’s Project Manager and City staff on all Detail Design, Construction Management, Commissioning/Project Closeout submissions and as indicated in the Request for Proposal. Meet with the City’s Project Manager and City staff as required to review interim issues that may arise during all stages of the project. Deliverable: The Consultant shall provide written notes of all meetings and distribute to all in attendance within 48 hours of the meeting. These notes shall clearly show the actions that are assigned for all individuals.

1.5. PROJECT CONTROL

The Consultant shall manage the project schedule, resources and budget very closely through all phases of this assignment. To facilitate Project Management, the Consultant shall identify specific milestones, generate action plans, set completion dates of the various milestones, track the progress of each task and indicate how budget control is to be exercised. The Consultant shall assure all aspects of the work and all new/retrofitted components function as designed and integrate seamlessly with the existing AWWTP with the least amount of disruption to the ongoing Plant operation. Deliverable: The Project Manager shall provide written monthly reports to the City summarizing the progress to date in comparison to the baseline schedule, project constraints, delivery dates, outstanding items, project budget, and any corrective actions that will be implemented to maintain the approved schedule. Consultant shall identify any equipment for which pre-purchase by the City would be recommended to meet the schedule requirements.

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1.6. PREDESIGN REPORT AND SIMPLE PAY- BACK CALCULATION

Provide a basis of design/predesign report with general layout for two HVAC system options (baseline and upgraded with heat recovery system). The decision to use energy recovery equipment will be based on energy savings, capital cost, and operation and maintenance costs. This report should be developed as an initial Predesign Report and be submitted for review by AWWTP in two stages, draft and final.

1.7. DETAILED DESIGN

The design work shall be in accordance with all applicable codes and standards and shall reflect good engineering practices and procedures. Deliverable: The Consultant shall provide 5 sets of drawings, specifications and a Pre Tender estimate at the 50% and 95% stage and shall host a meeting with The City to review the submission and review comments. The Consultant shall prepare final tender drawings, specifications, quantity sheet and a Pre Tender estimate based on City’s comments. The Consultant shall submit final drawings, specifications and quantity sheet in editable electronic format on a CD. Indicate in the proposal the estimated total number of drawings required for each discipline. The Consultant shall prepare Detail Design drawings, under the seal of a professional engineer registered in B.C. complete with specifications suitable for tender based on the following:

Ventilation for the Screw Pump Building 1.7.1.

The ventilation system for the screw pump building should be designed in accordance with the guidelines outlined in NFPA 820 - Fire Protection in Wastewater Treatment and Collection Facilities, NFPA-70 National Electrical Code, NFPA-91 Standard for the Installation of Air-Conditioning and Ventilating Systems, current BCBC, WorkSafe BC Regulations, National Fire Codes of Canada, ASHRAE Standards, and SMACNA Standards. The ventilation system shall have continuous push-pull exhaust fan and supply fan ventilation. The supply air system and the exhaust air system will each have VFD-regulated variable speed fans . Deliverable: Design a new ventilation system for the existing screw pump building, including all supporting mechanical, structural, electrical, instrumentation, controls and communication systems. To meet the current WorkSafe BC Regulations, the supply air must be of good respirable air quality. To ensure good respirable air quality in the screw pump building, the supply air system should have distributed ductwork with high enough velocities to ensure that supply air will encourage scavenging of all portions of the space to prevent short-circulating and to promote the effective removal of both heavier-and lighter than-air gases and vapors. The flow rate for the supply and exhaust air systems in the screw pump building shall be designed to ensure that the screw pump building has a +25 Pa pressure relative to ambient air at all operating conditions. This is to ensure that there will not be a migration of sewer gases from the channels to the screw pump building. Provide 12 air changes/dilutions per hour as a minimum. However, the screw pump building ventilation should be sized to dissipate the heat gain in the screw pump building, such that the room temperature does not normally exceed 25°C, and does not have peaks above 35°C. Heating must be provided when the room temperature falls below 15°C. Dual ventilation rates will be permitted to be reduced when all of the following criteria are met:

(1) The low ventilation rate is not less than 6 air changes per hour.

(2) The low ventilation rate is in operation only when the supply air temperature is 10°C or less.

(3) The high ventilation rate is not less than 12 air changes per hour.

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(4) The high ventilation is in operation whenever the supply air temperature is above 10°C, whenever the ventilation space is occupied, or whenever the ventilation is activated by approved combustible gas detector set to function at 10 percent of the lower flammable limit (LEL).

Through the new PLC control panel or discrete controls, the ventilation system must have a switch labelled Occupied-Off-Auto. Through the PLC, there must be alarms which will indicate high/low room temperature, high gas level and ventilation system trouble. As well, there must be a red light inside the screw pump building, and above the door on the outside of the screw pump building, to indicate that there is a problem with the ventilation system/combustible gas is at 10 percent above the lower flammable limit (LEL). PLC plant standard is Modicon programmed in Unity Version 10.0.

Electrical and Instrumentation Design 1.7.2.

Design will also include development of electrical, instrumentation and control system, including development of detailed Process and Instrumentation Diagrams (P&IDs) for monitoring and control HVAC systems not controlled by vendor supplied control systems.

1.8. TENDER PERIOD SERVICES

Tender Documents: The consultant shall generate tender ready documents using a form of contract 1.8.1.suitable for the Screw Pump HVAC upgrade project. The documents are to provide all specifications, schedule, workmanship, testing & reporting requirements and all other requirements including the protocol for the assumption of responsibility for any pre-purchased equipment and the commissioning of the finished project. The tender documents shall also address the issue of contractor performance which shall be based upon discussion and agreement with the City during the design process and which shall consider operational risks to the AWWTP and/or additional costs to the City in the event of late completion.

The Consultant shall develop text for advertisement for tenders for this project and submit to City. 1.8.2.The City will post the advertisements.

The Consultant shall provide a complete set of tender documents in digital format plus 5 hard copy 1.8.3.sets to the City of Penticton for Tendering of the project. The City will manage the issue of tender documents and any required addenda and will also receive and record tender submissions.

The Consultant shall: 1.8.4.

1.8.4.1. Chair a Mandatory Pre-Tender meeting for the project,

1.8.4.2. Lead the prospective tenderers through the project site,

1.8.4.3. Record minutes, action items and responsibilities, questions and issues that may need to be addressed in an addendum and distribute minutes within 48 hours.

The Consultant shall answer technical and contractual questions during the tendering process and 1.8.5.issue an addendum as necessary to inform all tenderers of pertinent information.

The Consultant shall be responsible for all tender preparation for pre-selected equipment, evaluate 1.8.6.and provide recommendations on purchasing.

All pre-selected equipment purchase will be handled by the City. 1.8.7.

The Consultant shall meet with City staff after the closing of tenders. The Consultant will evaluate 1.8.8.the tenders and provide a letter of recommendation to City staff for Contract Award.

2. CONSTRUCTION PERIOD SERVICES

2.1. Construction Administration Services.

The Consultant shall:

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Coordinate execution of the Contract commencing with issue of the notice to proceed. 2.1.1.

Print and distribute 3 “For Construction” sets of Contract Documents. 2.1.2.

Hold a pre-construction meeting with the Owner, Contractor and Engineering teams. 2.1.3.

Chair weekly construction meetings and record and distribute minutes within 48 hours complete 2.1.4.with action items and responsibilities.

Provide advisory services with respect to interpretation of the Contract and oversee schedule and 2.1.5.performance.

Review and make recommendations on progress draws. 2.1.6.

Coordinate with the City and the Contractor and external agencies. 2.1.7.

Follow City of Penticton and industry standards (AWWA) throughout the project for materials 2.1.8.supply, installation procedures and testing of materials and facilities.

2.2. Inspection Services.

The Consultant shall:

Provide general and specialized inspection services appropriate to each of the disciplines involved 2.2.1.in the works sufficient to ensure that the works are in accordance with the contract documents and meet the project objectives such that the engineer(s) of record can certify that the works have been completed to their satisfaction.

Provide weekly inspection reports to the City within 48 hours. 2.2.2.

3. COMMISSIONING AND PROJECT CLOSE-OUT

3.1. Equipment Certification: The Consultant shall ensure certification is provided by the manufacturer or manufacturer’s representative that the components of equipment are as per the design and operate properly, including trial operation and commissioning.

3.2. The Consultant shall provide a commissioning plan which includes a method of verifying that each equipment manufacturer is satisfied with the installation of their equipment and shall execute the plan to ensure that all the works are installed in conformance with the design, and that each component works seamlessly with all others such that the facility operates as per the intended design. Each individual commissioning component will be signed off by all parties including the Consultant, equipment manufacturer and City project manager or his appointed operations staff representative and the completed plan will be signed by the Engineer of Record and City Project Manager.

3.3. Operating/Maintenance Training: The Consultant shall organize a training plan and ensure that training is provided on all new equipment and processes for Operators and Maintenance personnel.

3.4. The Consultant shall provide four (4) copies of Operations and Maintenance Manuals for the equipment components, including warranty information. Manuals are to be in hard cover laminated binders, complete with tabs and index and shall include sufficient information for plant staff to operate and maintain the equipment.

3.5. The Consultant shall provide a written and digital record of Consultant’s on-site inspection reports, meeting minutes, testing reports, construction photos, and all other applicable records of the project for future reference.

3.6. The Consultant shall provide As-Built drawings of all works signed and sealed by the Engineer of Record; submit one draft set and then, upon review by the City, submit one sealed set, four paper copies and one CD digital version in both AutoCAD and in PDF drawing file format.

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3.7. The Consultant shall provide professional certification under engineering seal that the works are being completed as per the project design.

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EQUIPMENT SYMBOLS PIPE LINE DEVICES VALVE SYMBOLS PIPE IDENTIFICATION

CHANNEL OR CHUTE IDENTIFICATION

EQUIPMENT IDENTIFICATION

PROCESS LINE IDENTIFICATION

PROCESS LINE CODESPUMP SYMBOLS

GENERAL ABBREVIATIONS

VALVE ACTUATORS/OPERATOR

GATE SYMBOLS

PROJECT START DATE ( M / Y )

PROJECT NO.

FILENAME

SHEET NO.

DRAWING NO.

APRIL 2008

102949

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NA

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P1-001.dwg

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WASTEWATER COMMODITYABBREVIATIONS PROJECT SPECIFIC STANDARDS, DETAILS OR NOTESWASTEWATER COMMODITY

ABBREVIATIONS

WASTEWATER CHEMICAL ABBREVIATIONS

WASTEWATER CHEMICAL ABBREVIATIONS

WASTEWATER EQUIPMENT ABBREVIATIONS

WASTEWATER EQUIPMENT ABBREVIATIONS

EXISTING WASTEWATER EQUIPMENTABBREVIATIONS

PROJECT START DATE ( M / Y )

PROJECT NO.

FILENAME

SHEET NO.

DRAWING NO.

APRIL 2008

102949

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NOTICE:AS-CONSTRUCTED DIMENSIONS, MEASUREMENTS ANDOTHER DETAILS CONTAINED IN THIS RECORD DRAWINGHAVE BEEN OBTAINED BY AECOM CANADA LTD.("AECOM") FROM VARIOUS SOURCES. SUCHINFORMATION REPRESENTS THE BEST INFORMATIONAVAILABLE TO AECOM AT THE TIME OF PREPARATIONOF THIS RECORD DRAWING. AECOM DOES NOT IN ANYWAY REPRESENT OR WARRANT THAT SUCHINFORMATION IS ACCURATE AND ASSUMES NORESPONSIBILITY FOR ANY ERRORS OR OMISSIONSCONTAINED THEREIN.

P1-002

PRO

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INSTRUMENT AND FUNCTION SYMBOLS OPERATING FUNCTIONS PRIMARY ELEMENT SYMBOLSINSTRUMENT IDENTIFICATION TABLE

INSTRUMENT SIGNAL TYPES ABBREVIATIONS

MISCELLANEOUS SYMBOLS

TYPICAL INSTRUMENT FIELD DEVICE IDENTIFICATION

DIGITAL POINT TAG NAMING CONVENTION

PROJECT START DATE ( M / Y )

PROJECT NO.

FILENAME

SHEET NO.

DRAWING NO.

APRIL 2008

102949

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N, B

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P1-003.dwg

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NOTICE:AS-CONSTRUCTED DIMENSIONS, MEASUREMENTS ANDOTHER DETAILS CONTAINED IN THIS RECORD DRAWINGHAVE BEEN OBTAINED BY AECOM CANADA LTD.("AECOM") FROM VARIOUS SOURCES. SUCHINFORMATION REPRESENTS THE BEST INFORMATIONAVAILABLE TO AECOM AT THE TIME OF PREPARATIONOF THIS RECORD DRAWING. AECOM DOES NOT IN ANYWAY REPRESENT OR WARRANT THAT SUCHINFORMATION IS ACCURATE AND ASSUMES NORESPONSIBILITY FOR ANY ERRORS OR OMISSIONSCONTAINED THEREIN.

P1-003

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SCHEDULE B - FORM OF CONTRACT

THIS AGREEMENT dated for the day of , 2016. BETWEEN: THE CORPORATION OF THE CITY OF PENTICTON

171 Main Street Penticton, BC V2A 5A9

(the “City”) AND: (the “Contractor”) GIVEN THAT the City wishes to engage the Contractor to provide certain services to the City and the Contractor wishes to contract with the City to provide such services to the City, This Agreement is evidence that in consideration of $1.00 paid by each party to the other, and other good and valuable consideration, (the receipt and sufficiency each party acknowledges), the City and the Contractor agree as follows: 1. Definitions In this Agreement, in addition to the words defined above,

(a) “Contractor’s Proposal” means the Contractor's written Proposal to the City for performance of the Services, dated XXXXXXX , a copy of which is attached as Schedule B.

(b) “City Representative” means the XXXXXX or such other person as the City may appoint in writing.

(c) “Governmental Approvals” means any licences, permits, consents, authorizations, certificates, operating certificates and other approvals of any kind from any Governmental Authority that are required for or in connection with the performance of the Services..

(d) “Governmental Authority” means any federal, provincial, local or other government or governmental agency, authority, board, bureau or commission.

(e) “Personnel” means any individuals identified by name in the Contractor’s Proposal and any individuals employed or otherwise engaged by the Contractor to perform the Services with the prior consent of the City;

(f) “RFP” means the Request for Proposals for the services issued by the City dated XXXXXXX (attached as Schedule A).

(g) “Services” means the services and work described in the RFP, including all acts, services and work necessary to achieve the objectives set out in the RFP.

(h) “Specifications” means the specifications and other requirements for the Services set out in the RFP.

(i) “Standards” means any and all laws, enactments, bylaws, statutes, regulations, rules, orders, permits, licences, codes, building codes, professional standards and specifications (including Canadian Standards Association standards) applicable to the provision of the Services, as they are in force from time to time or in the latest current version, as the case may be.

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2. Contractor Services The Contractor shall perform the Services and shall do so in accordance with the Specifications, all Standards and the terms of this Agreement. The Contractor shall:

(j) supply all labour, machinery, equipment, tools, supplies, material, labour and other services and things necessary to perform the Services in accordance with this Agreement;

(k) obtain, maintain in good standing and comply with the terms of all Governmental Approvals;

(l) perform promptly and safely all of its obligations under this Agreement;

(m) be just and faithful in the performance of its obligations under this Agreement, in its dealings with the public and in its dealings with the City and the City Representative;

(n) promptly pay amounts owing to the City under this Agreement when due; and

(o) pay all costs and expenses whatsoever associated with performing the Services and its other obligations under this Agreement

3. Term This Agreement shall commence on XXXXX and expire on XXXXX inclusive and may be extended thereafter for each of three (3) one-year periods at the sole discretion of the XXXXXXXX. 4. Contractor personnel The Contractor will perform the services using only the personnel named in the Contractor’s Proposal, unless otherwise approved in writing by the City representative. 5. Warranty as to quality of services The Contractor represents and warrants to the City that the Contractor and the personnel have the education, training, skill, experience and resources necessary to perform the services in accordance with this agreement and the Contractor acknowledges and agrees that the City has entered into this agreement relying on the representations and warranties in this section. 6. Remuneration and reimbursement The City shall pay the Contractor for the performance of the Services as follows: XXXXXXXXXXXXXXXXX 7. Taxes The City shall be responsible for paying any goods and services taxes and provincial sales taxes payable with respect to the provision of the services to the City. 8. Invoices & Payment Not more than once each month, the Contractor may deliver an invoice to the City, in respect of the immediately preceding month, setting out the aggregate amount of fees and disbursements claimed for Services performed in that preceding month. The City shall, to the extent the City is satisfied the fees and disbursements are for Services satisfactorily performed by the Contractor, pay the Contractor the fees and disbursements claimed in any invoice delivered in accordance with this section, within 30 days after delivery of such invoice to the City. 9. City's Representative The City appoints the City Representative(s) as the only person(s) authorized by the City to communicate with the Contractor in respect of this Agreement. The City shall not be bound to the Contractor by communication from any person other than the City Representative(s).

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10. Indemnity The Contractor shall indemnify, and save harmless, the City, and its elected and appointed officials, employees, Contractors and agents, from and against all claims, losses, damages, costs, expenses (including legal fees and disbursements), liabilities, actions and proceedings, suffered, made, incurred, sustained, brought, prosecuted, threatened to be brought or prosecuted, in any manner caused by, based upon, occasioned by or attributable to, any willful or negligent act or omission, or other actionable wrong, on the part of the Contractor, its employees, Contractors or agents, connected with the performance or breach of this Agreement by the Contractor. The Contractor’s obligations under this section shall survive the expiry or earlier termination of this Agreement 11. Workers Compensation The Contractor shall, at all times, in providing the Services and otherwise performing its obligations under this Agreement, comply with the Workers Compensation Act (British Columbia) and all regulations and orders from time to time in force thereunder, including the Occupational Health and Safety Regulation, and, upon request from the City, provide evidence of any required registration under that Act and evidence of compliance with any requirement under that Act to make any payments or pay assessments. 12. Insurance Requirements The Contractor shall obtain and maintain during the currency of this Agreement commercial general liability insurance providing coverage for bodily injury, and property damage and all other losses arising out of or in connection with the provision of the Services in an amount not less than $2,000,000.00 per occurrence, or in such a greater amount as may be required by the City Representative from time to time, acting reasonably. The Contractor shall cause all policies of insurance required to be taken out by it under this Agreement to be with insurance companies satisfactory to the City and to:

(a) name the City as additional insured; (b) Cross Liability coverage;

(c) include that the City is protected notwithstanding any act, neglect or misrepresentation by the

Contractor which might otherwise result in the avoidance of a claim and that such policies are not affected or invalidated by any act, omission or negligence of any third party which is not within the knowledge or control of the insureds;

(d) be issued by an insurance company entitled to carry on the business of insurance under the laws of British Columbia;

(e) be primary and non-contributing with respect to any policies carried by the City and shall provide that any coverage carried by the City is in excess coverage;

(f) not be cancelled or materially changed without the insurer providing the City with 30 days written notice stating when such cancellation or change is to be effective;

(g) be maintained for a period of 12 months per occurrence;

(h) not include a deductible greater than $5,000.00 per occurrence;

(i) include a cross liability clause; and

(j) be on other terms acceptable to the City Representative, acting reasonably.

13. Insurance Certificates The Contractor shall provide the City with certificates of insurance confirming the placement and maintenance of the insurance, promptly after a request to do so from time to time by the City. 14. City May Inure

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If the Contractor fails to insure as required, the City may affect the insurance in the name and at the expense of the Contractor and the Contractor shall promptly repay the City all costs incurred by the City in doing so. For clarity, the City has no obligation to effect such insurance.

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15. Termination at City’s Discretion The City may, in its sole discretion and without reason, terminate this Agreement upon notice to the Contractor. If the City terminates this Agreement under this section, the Contractor shall be entitled to be paid for all Services satisfactorily performed by the Contractor up to the date of such termination in accordance with this Agreement. The Contractor is not entitled to, and irrevocably waives and releases the City from any and all claims for, any damages or compensation for costs incurred, loss of profit or loss of opportunity, directly or indirectly arising out of termination of this Agreement. 16. Termination for Default The City may terminate all or any part of, the Services, by giving notice of termination to the Contractor, which is effective upon delivery of the notice, if:

(a) the Contractor breaches this Agreement and the Contractor has not cured the breach, within five days after notice of the breach is given to the Contractor by the City; or

(b) the Contractor becomes bankrupt or insolvent, a receiving order is made against the Contractor, an assignment is made for the benefit of its creditors, an order is made or resolution passed for the winding up or dissolution of the Contractor, or the Contractor takes the benefit of any enactment relating to bankrupt or insolvent debtors.

Without limiting any other right or remedy available to the City, if the City terminates part or all of the Services under this section, the City may arrange, upon such terms and conditions and in such manner as the City considers appropriate, for performance of all or any part of the Services remaining to be completed, and the Contractor shall be liable to the City for any expenses reasonably and necessarily incurred by the City in engaging the services of another person to perform those Services (including the amount by which the fees, disbursements and other costs payable by the City exceed those that would have been payable to the Contractor for completion of the Services under this Agreement). The City may set off against, and withhold from amounts due to the Contractor, such amounts as the City estimates shall be required to cover the City’s costs of correcting any breaches of the Contractor’s obligations under this Agreement and to be incurred by the City to complete all or any part of the Services. 17. Records The Contractor:

(a) shall keep proper accounts and records of its performance of the Services, including invoices, receipts and vouchers, which shall at all reasonable times be open to audit and inspection by the City, which may make copies and take extracts from the accounts and records;

(b) shall keep reasonably detailed records of performance of the Services, which shall at all reasonable times be open to inspection by the City, which may make copies and take extracts from the records;

(c) shall afford facilities and access to accounts and records for audit and inspection by the City and shall furnish the City with such information as the City may from time to time require regarding those documents; and

(d) shall preserve, and keep available for audit and inspection, all records described in this section for forever after completion of the Services, expiry of this Agreement or termination of this Agreement, whichever applies.

18. Copyright and Intellectual Property The Contractor irrevocably grants to the City the unrestricted license for the City to use and make copies of for the City’s purposes and activities any work whatsoever generated by or on behalf of the Contractor in performing the Services in which copyright may exist. Without limiting the foregoing, the Contractor irrevocably grants to the City the unrestricted license for the City to use for the City’s purposes and activities all technical information and intellectual property, including inventions, conceived or developed, or first actually reduced to practice, in performing the Services. For clarity, the licenses granted by this section shall survive the expiry or earlier termination of this Agreement.

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19. Agreement for Services This is an agreement for the performance of services and the Contractor is engaged under this Agreement as an independent Contractor for the sole purpose of providing the Services. This Agreement does not create a joint venture or partnership. Neither the Contractor nor any of its employees or Contractors is engaged by the City as an agent of the City or has any authority to bind the City in any way whatsoever. 20. Withholding Taxes The Contractor will be pay and remit, and otherwise be responsible for, all withholding taxes, income taxes, Canada Pension Plan contributions, employment insurance deductions and any other deductions required by the applicable provincial or federal statutes for the Contractor and any of its employees. The Contractor agrees to indemnify and hold harmless the City should the City be required to pay any remittances described above. 21. Assignment The Contractor shall not assign this Agreement or the benefit hereof without the prior written consent of the City, at its sole discretion. 22. Time of the Essence Time is of the essence of this Agreement. 23. Alternative Rights and Remedies Exercise by a party to this Agreement of any right or remedy of that party, whether granted in or under this Agreement or at law or equity, does not limit or affect any other right or remedy of any kind, whatever its source, that the party may have against the other party and does not affect the right of the party exercising the right or remedy to exercise other rights or remedies against the other party. 24. Notice Any notice, direction, demand, approval, certificate or waiver which may be or is required to be given under this Agreement shall be in writing and delivered personally or by courier or sent by fax or e-mail, addressed as follows:

(a) City of Penticton 171 Main Street, Penticton, BC V2A 5A9 Fax Number: (250) 490-2402 Attention: Chief Financial Officer

(b) XXXXXXXXXXXXXXXX

or to such other address, e-mail address or fax number of which notice has been given as provided in this section. Any notice, direction, demand, approval or waiver delivered is to be considered given on the next business day after it is dispatched for delivery. Any notice, direction, demand, approval or waiver sent by fax or e-mail is to be considered given on the day it is sent, if that day is a business day and if that day is not a business day, it is to be considered given on the next business day after the date it is sent. In this section, business day means a day other than a Saturday, Sunday or B.C. statutory holiday. 25. Interpretation and Governing Law In this Agreement

(a) reference to the singular includes a reference to the plural, and vice versa, unless the context requires otherwise;

(b) reference to a particular numbered section or Schedule is a reference to the correspondingly numbered section or Schedule of this Agreement;

(c) the word "enactment" has the meaning given to it in the Interpretation Act (British Columbia) on the reference date of this Agreement;

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(d) reference to any enactment is a reference to that enactment as amended, unless otherwise expressly

provided;

(e) reference to a month is a reference to a calendar month; and

(f) section headings have been inserted for ease of reference only and are not to be used in interpreting this Agreement.

This Agreement is governed by, and is to be interpreted according to, the laws of British Columbia. 26. Binding on Successors This Agreement enures to the benefit of and is binding upon the parties and their respective successors, trustees, administrators and receivers, despite any rule of law or equity to the contrary. 27. Entire Agreement This Agreement is the entire agreement between the parties and it terminates and supersedes all previous communications, representations, warranties, covenants and agreements, whether verbal or written, between the parties with respect to the subject matter of this Agreement. 28. Waiver Waiver of any default by either party shall be express and in writing to be effective, and a waiver of a particular default does not waive any other default. As evidence of their agreement to be bound by this Agreement, the parties have executed this Agreement below, on the respective dates written below. THE CORPORATION OF THE CITY OF PENTICTON by its authorized signatories:

CONTRACTOR by its authorized signatory XXXXXXXXXXXXX

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2016-RFP-13 SCREW PUMP HVAC UPGRADE CONSULTANT

Complete and return this Proposal Submission Form

Proposals will be received on or before 2:00 pm local time on Tuesday, April 19, 2016

PROPOSAL SUBMISSION INSTRUCTIONS Original and one (1) complete copy of a Proposal in an envelope plainly marked "2016-RFP-13 Screw Pump HVAC Upgrade Consultant” along with a flash drive of the Proposal in PDF format may be hand delivered, couriered or mailed and must be received prior to the closing date and time, to:

City Yards, 616 Okanagan Avenue East Penticton, BC V2A 3K6 Attention: Cathy Ingram, Logistics Manager

Submitted by: (Company name)

(Address)

(Postal Code) Company Contact Name: Telephone Number: Company Contact e-mail address:

PROPOSAL SUBMISSION FORM

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The Proponent confirms it has obtained and carefully examined all of the documents making up the Request for Proposal issued by The City of Penticton and any addenda issued in connection therewith. The Proponent undertakes and agrees that: 1.1 EXECUTION OF CONTRACT If the offer contained in this Proposal is accepted, upon being advised that the Contract (the Contract) is available the Proponent will obtain the Contract and Drawings, if any, and will execute and identify the Contract and Drawings in a form and manner acceptable to the City and will deliver the same within 10 days from the time when the same are available or are delivered or mailed to the Proponent. 1.2 COMMENCEMENT, PROSECUTION AND COMPLETION OF WORK If awarded the Contract, the Proponent shall supply the goods on the date set out in the Contract and shall complete the contract within the time specified in the Contract. 1.3 NO COLLUSION Except as otherwise specified or as arising by reason of the provision of the Contract, no person whether natural, or body corporate, other than the Proponent has or will have any interest or share in this Proposal or in the proposed contract which may be completed in respect thereof. There is no collusion or arrangement between the Proponent and any other actual or prospective Proponents in connection with Proposals submitted for this project and the Proponent has no knowledge of the contents of other Proposals and has made no comparison of figures or agreement or arrangement, express or implied, with any other party in connection with the making of the Proposal. 1.4 ACCEPTANCE OF PROPOSAL The acceptance of the Proposal by the City shall be made only by the notice in writing from the Corporate Officer or from the Logistics Department of the City, and will be addressed to the Successful Proponent at the address given in this Form of Proposal; and if the Proposal Documents are so worded, the Proposal may be accepted either in whole or part. 1.5 FAILURE OR DEFAULT OF PROPONENT If the Proponent for any reason whatsoever fails or defaults in respect of any matter or thing which is an obligation of the Proponent under the terms of this Proposal, the City at its option may consider the Proponent has abandoned the offer made or the contract if the offer has been accepted, whereupon the acceptance, if any, of the City shall be null and void and the City shall be free to select an alternate solution of its choosing. Executed at , in the Province of BC this day of , AD 2016 under seal of the Proponent as a speciality instrument. NOTE: If the Proponent is a corporation, in addition to signature, affix corporate seal (if available). If a natural person makes the Proposal, the Proponent must sign it with his/her name typed or clearly printed below the signature. If the Proponent is carrying on business under a firm name and NOT

(Corporate Name if Proponent is a Corporation) Per:

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incorporated, the members of the firm must sign below the firm name and their names must be typed or clearly printed below the signature.

Per:

Mailing Address of Proponent (if different than above) Street City Province Postal Code Telephone

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APPENDIX A – CERTIFICATION DOCUMENT

2016-RFP-13 SCREW PUMP HVAC UPGRADE CONSULTANT

Certification: We have carefully read and examined the RFP document and have conducted such other investigations as were prudent and reasonable in preparing this response. We certify that the statements made in this response are true and complete. These statements and prices in our Proposal represent our response to the City of Penticton. We agree to be bound by statements and representations made in this response and to any agreement resulting from this response. We hereby agree that this RFP response may only be withdrawn by written notice delivered to the office of the Purchasing Manager prior to the time set for the opening of Proposals. We agree that the RFP response attached hereto shall be irrevocable by us for a period of sixty (60) days after the date of the opening of the RFP. Print Company Name and Address: Print Name and Title of Authorized Signing Officers: Signature of Authorized Signing Officer: Telephone Number: Fax Number: E-mail address:

Signed this day of , 2016.

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APPENDIX B - CONFLICT OF INTEREST CERTIFICATION 2016-RFP-13 SCREW PUMP HVAC UPGRADE CONSULTANT

The City of Penticton requires all Proponents to certify either statement A or statement B below:

A) We certify that:

1. our affiliates, subsidiaries, officers, directors, and employees have not received any additional information,

documents, drawings or specifications with respect to this RFP, other than has been made available to or disclosed to all bidders as part of the RFP process.

2. the prices(s) and amount of this bid have been arrived at independently and without consultation,

communication or agreement with any other contractor, Proponent, or potential Proponent.

3. the submission is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or non-competitive bid.

4. that none of our affiliates, subsidiaries, officers, directors and employees are currently under investigation by

any government agency involving conspiracy or collusion with respect to bidding on any public contract.

5. that none of our officers, directors or any person employed by or associated with our company in the performance of services or otherwise, is an employee of, or has an employment relationship of any kind with the City of Penticton or is in any way entitled to terms or conditions of employment or employment benefits of any kind whatsoever from the City of Penticton under any collective agreement or otherwise including but not limited to private programs or coverages and statutory programs and coverages, whether under the Employment Standards Act of British Columbia (as amended from time to time), the Workers Compensation Act of British Columbia (as amended from time to time), the Employment Insurance Act of Canada (as amended from time to time), health plan contributions, or otherwise. We understand that the City will investigate any disclosure under this section and determine whether the conflict is material. The determination of materiality will be determined by the Director of Corporate Services or designate.

6. we understand and acknowledge that this certification is material and important, and will be relied on by THE

CITY OF PENTICTON in awarding the contract(s) for which this document is submitted. We understand that any misstatement in this certification is and shall be treated as fraudulent concealment from THE CITY OF PENTICTON of the true facts relating to the submission of Proposals for this contract.

Print Company Name and Address:

Print Name and Title of Authorized Signing Officers:

Signature of Authorized Signing Officer:

Signed this day of , 2016

OR

B) We cannot certify the statements listed above for the following reasons:

Print Company Name and Address:

Print Name and Title of Authorized Signing Officers:

Signature of Authorized Signing Officer:

Signed this day of _, 2016

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APPENDIX C – REFERENCES

2016-RFP-13 SCREW PUMP HVAC UPGRADE CONSULTANT List at least 3 references of similar Work. If there are special concerns or restrictions on our use of any reference, these concerns must be addressed in the Proposal. The City will perform adequate reference checks prior to contract award. Company Name:

Contact Person: Contact Person’s Title: Telephone No. (including area code): Contact Email Address: Company Name: Contact Person: Contact Person’s Title: Telephone No. (including area code): Contact Email Address: Company Name: Contact Person: Contact Person’s Title: Telephone No. (including area code): Contact Email Address: Company Name: Contact Person: Contact Person’s Title: Telephone No. (including area code): Contact Email Address:

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