INTEGRATED SECURITY SERVICES FOR THE CITY OF VANCOUVER€¦ · INTEGRATED SECURITY SERVICES FOR THE CITY OF VANCOUVER PART A - INTRODUCTION December 16, 2011 Page A-1 1.0 OVERVIEW

REQUEST FOR PROPOSAL

INTEGRATED SECURITY SERVICES FOR

THE CITY OF VANCOUVER

RFP No. PS20110718

Issue Date: December 16, 2011

Issued By: City of Vancouver

REQUEST FOR PROPOSAL NO. PS20110718 INTEGRATED SECURITY SERVICES FOR THE CITY OF VANCOUVER

TABLE OF CONTENTS

December 16, 2011 Page i

TABLE OF CONTENTS PART A – INTRODUCTION Pages A-1 to A-2 1.0 Overview of RFP 2.0 Key Dates 3.0 Contact Person 4.0 Closing Time 5.0 Delivery Address for Proposals PART B- INSTRUCTION TO PROPONENTS Pages B-1 to B-10 1.0 Overview 2.0 General Scope of Contract 3.0 Objectives of the RFP 4.0 Prime Contractor/Consortium Proposals 5.0 No Guarantee of Quantity or Inclusion 6.0 Administrative Requirements 7.0 Conduct of RFP – Inquiries and Clarifications 8.0 Contract Requirements 9.0 Pricing 10.0 Submission of Proposals 11.0 Proposal Format 12.0 Bid Security 13.0 Opening of Proposals 14.0 Evaluation of Proposals 15.0 Brand Names 16.0 Proposal Approval 17.0 Alternate Solutions 18.0 Freedom of Information and Protection of Privacy Act 19.0 Non-Resident Withholding Tax 20.0 No Obligation Assumed by City 21.0 No Claim Against the City 22.0 Indemnity 23.0 Dispute Resolution 24.0 Access/Ownership of Proposal Information 25.0 Confidentiality 26.0 No Promotion 27.0 Survival/Legal Effect of Proposal Contract 28.0 Definitions PART C – FORM OF PROPOSAL Pages C-1 to C-16 1.0 Introduction

PROPOSAL DECLARATION FORM SUBMISSION INSTRUCTIONS FOR ENVELOPE ONE – COMMERCIAL PROPOSAL APPENDIX 1 – CERTIFICATE OF EXISTING INSURANCE SUBMISSION INSTRUCTIONS FOR ENVELOPE TWO – MANAGEMENT PROPOSAL APPENDIX 2 – SCOPE APPENDIX 3 – CERTIFICATE OF INSURANCE

PART D – FORM OF AGREEMENT Pages D-1 to D-20


PART A - INTRODUCTION

December 16, 2011 Page A-1

1.0 OVERVIEW OF RFP

1.1 This Request for Proposal (“RFP”) is an opportunity to submit Proposals for the City’s review and, depending on the City’s evaluation, to negotiate with the City to finalize and execute a contract.

1.2 This RFP consists of 4 parts:

(a) PART A – INTRODUCTION: This part sets out the key dates and contact information for the RFP process;

(b) PART B - INSTRUCTION TO PROPONENTS: This part contains an overview of the project and the RFP process, including the terms and conditions governing the RFP process;

(c) PART C - FORM OF PROPOSAL: This part contains the format and information requested by the City to be contained and submitted in the Proposal. The Proposal should be submitted in a two envelope system: Commercial Proposal and Management Proposal; and

(d) PART D - FORM OF AGREEMENT: This part contains the City’s proposed terms and conditions for the Agreement that will be executed between the City and the successful Proponent, if any.

2.0 KEY DATES

2.1 Proponents should note the following key dates:

Event Time/Date

Deadline for Enquiries January 17, 2012

Enquiries received [5] days before the Closing Time may not be processed and may not receive a response. The City’s Purchasing Services Office is open on Business Days from 8:30 am to 4:30 p.m. and closed Saturdays, Sundays, and holidays.

Closing Time January 24, 2012 at 3:00:00 P.M.

3.0 CONTACT PERSON

3.1 The Contact Person for this RFP is:

Alison Hall, Contracting Specialist

Email: [email protected]

Fax: 604-873-7057

3.2 Proponents shall direct all enquiries, in writing, to the Contact Person. Telephone enquiries are not permitted.


PART A - INTRODUCTION

December 16, 2011 Page A-2

4.0 CLOSING TIME

4.1 Proponents should submit their Proposals on or before the date and time as specified in Section 2.1 (the “Closing Time”). Closing Time and “Vancouver time” will be conclusively deemed to be the time shown on the clock used by the City’s Purchasing Services Office for this purpose.

5.0 DELIVERY ADDRESS FOR PROPOSALS

5.1 Proponents shall submit their Proposals to the following address:

City of Vancouver Purchasing Services Office

3rd Floor, East Tower, Suite 310, 555 West 12th Avenue

Vancouver, British Columbia, Canada, V5Z 3X7

Proposals submitted by fax or email will not be accepted.


PART B – INSTRUCTIONS TO PROPONENTS

December 16, 2011 Page B-1

In this RFP, capitalized terms have the meanings set out in Section 28 (Definitions) of PART B – INSTRUCTIONS TO PROPONENTS and in PART D – FORM OF AGREEMENT, except where otherwise expressly provided or the context otherwise requires.

1.0 OVERVIEW

1.1 This RFP identifies a business opportunity for the successful Proponent or Proponent(s) with the capability and experience to provide integrated security services for the City of Vancouver (“City”).

1.2 The City has a strong preference for a total solution with a single Proponent (Prime Contractor) responsible for the provision of integrated security services through the effective deployment and management of approved sub-contractors. It is therefore the City's preference to award a Contract to a single Proponent providing it is in its best interest to do so. The City however retains the right to award, in whole or in part, a Contract to whichever Proponent(s) it feels best able to deliver the appropriate breadth and quality of services as set out herein.

1.3 Security patrol coverage on the City Hall Campus is undertaken by City of Vancouver security staff and does not form part of this RFP or any subsequent contract.

1.4 The purpose of this RFP is to select a Proponent with the capability and experience to efficiently and cost-effectively satisfy and deliver all of the Requirements described in this RFP.

1.5 The successful Proponent will be the Proponent who offers the best value which will be assessed in the City’s sole and absolute discretion as a combination of experience, pricing, scope, duration and level of services offered and operations and maintenance enhancements.

1.6 The Requirements are as envisioned by the City at the time of writing, but may change or be refined in the course of the evaluation and award process.

2.0 GENERAL SCOPE OF CONTRACT

2.1 This is a broad ranging contract covering the provision of any or all of the following security related services to the City Of Vancouver and its Business groups and Boards:

• uniformed guarding services • mobile patrols • alarm response • security equipment & systems • investigations • threat risk assessments • executive protection • locksmiths • alarm monitoring services

2.2 These services may be provided to any or all of the following City of Vancouver Business Groups

and Boards: • Vancouver Public Library Board • Vancouver Police Department • Vancouver Fire & Rescue • Community Services Group • Vancouver Parks Board • Engineering Department




• EasyPark (Vancouver Parking Corporation) • Business Planning and Services

2.3 Detailed Requirements are within Part C – Form of Proposal, Appendix 2 – Scope and Part C –

Form of Proposal, Commercial Proposal.

3.0 OBJECTIVES OF THE RFP

3.1 The City requires the Proponent to provide an extensive range of security services to City of Vancouver’s Business Groups and Boards. Although one of the primary components of such a contract will be uniformed guarding, the precise nature and volume of the actual services required will inevitably change over the life of the contract. The purpose of this RFP is therefore to ensure that Proponents possess as detailed an understanding as possible of the challenges implicit in such an undertaking.

3.2 The information elicited herein is designed to allow the City to assess the competence of Proponents to deliver consistent, high quality and cost-effective services.

4.0 PRIME CONTRACTOR / CONSORTIUM PROPOSALS 4.1 The City will consider a proposal from two (2) or more persons or companies having no formal corporate links who wish to form a joint venture or consortium solely for the purpose of submitting a proposal in response to this RFP, provided they disclose the names of all members of the joint venture or consortium and all members sign the Proposal Declaration Form. 4.2 One person or company is to be identified as the Prime Contractor on the Proposal Declaration Form, and be prepared to represent the consortium to the City. The Key Contact Person will serve as the primary contact and take overall responsibility for all communications with the City during the Proposal submission, evaluation, and any negotiation process. 4.3 Consortium Proposals should include proposed contract language describing each consortium members’ roles and responsibilities and the proposed legal contract structure. 4.4 The City reserves the right to accept the consortium as proposed or choose to contract with individual consortium members separately. Each service component of the consortium proposal should be priced out individually as indicated in Part C – Form of Proposal, Commercial Proposal.

5.0 NO GUARANTEE OF QUANTITY OR INCLUSION

5.1 The service Requirements outlined in this RFP is not intended to be a comprehensive listing of the needs of respective City of Vancouver Business Groups and Boards. They are based upon services contracted historically and on an assessment of projected future needs and are provided solely to assist prospective vendors to understand the potential breadth of services.

5.2 Whilst it is our hope that all City Business Groups or Boards will participate in this contract, either at inception or subsequently, their inclusion herein - in the list at 2.2 (above) and in Section 4.1 of Appendix 1 – Scope - does not guarantee their inclusion in any contract subsequently arising from this RFP.




6.0 ADMINISTRATIVE REQUIREMENTS

6.1 It is the sole responsibility of all Proponents to check the City’s website at: http://www.vancouver.ca/fs/bid/bidopp/openbid.htm regularly for amendments, addenda, and questions and answers to this RFP.

7.0 CONDUCT OF RFP – INQUIRIES AND CLARIFICATIONS

7.1 The City’s Director of Supply Management will have conduct of this RFP, and all communications shall be directed only to the Contact Person.

7.2 It is the responsibility of all Proponents to thoroughly examine these documents and satisfy themselves as to the full Requirements of this RFP. Inquiries shall be in written form only, e-mailed or faxed to the Contact Person as set out in PART A - INTRODUCTION. If required, an addendum will be issued and posted on the City’s website as outlined above.

8.0 CONTRACT REQUIREMENTS

8.1 Proponents should indicate the extent to which the Form of Agreement is consistent with their Proposal. If the Proposal is inconsistent with the Form of Agreement, the Proponent should provide alternative contractual language in their Proposal.

8.2 Where the head office of the successful Proponent is located within the City of Vancouver and/or where the successful Proponent is required to perform any work at a site located within the City of Vancouver, the successful Proponent is required to have a valid City of Vancouver business license prior to signing the Agreement.

8.3 The term of Contract will be for five (5) years with the option of two (2) one (1) year extensions, always provided that such extensions are mutually agreeable. Any subsequent extensions of this term will be at the sole discretion of the City. Final award of the contract will only take place after ratification by Vancouver City Council. The subsequent start date for service will be by discussion between the City and the successful Proponent.

9.0 PRICING

9.1 Pricing is to be submitted, as part of the Commercial Proposal, in a separate envelope/package from the Management Proposal.

9.2 Prices quoted are to be exclusive of HST but inclusive of all other costs including, without limitation, freight, unloading at destination, import duties, taxes (other than HST), brokerage fees, royalties, handling, overhead and profit.

9.3 Prices shall be quoted in Canadian currency.

10.0 SUBMISSION OF PROPOSALS

10.1 The submission instructions for Proposals are provided in Part C – FORM OF PROPOSAL. Proposals should be submitted in a two envelope/package system (Commercial Proposal and Management Proposal, as separate envelopes/packages) clearly marked with the Proponent’s Name, the RFP title and the RFP reference number. The Commercial Proposal and Management Proposal should be clearly identified and distinguishable.

10.2 Proponents should submit four (4) hard copies of their Management Proposal and two (2) hard copies of their Commercial Proposal, as further described in PART C – FORM OF PROPOSAL (Management Proposal and Commercial Proposal) in three-ring binders, with each section




tabbed and including all accompanying schedules, appendices and addenda. Proponents should also submit one (1) electronic copy of their entire Proposal in the same format described above on CD.

10.3 Only the English language may be used in responding to this RFP.

10.4 Proposals received after the Closing Time or in locations other than the address indicated in PART A – INTRODUCTION, may or may not be accepted and may or may not be returned.

10.5 Amendments to a Proposal should be submitted in writing in a sealed envelope(s) or package(s), marked with the Proponent’s name and the RFP title and reference number.

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

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

11.0 PROPOSAL FORMAT

11.1 Unnecessarily elaborate Proposals, beyond that sufficient to present a complete and effective response, are not required and unless specifically requested, the inclusion of corporate brochures and narratives are discouraged.

11.2 Proponents are requested to provide their Proposal in the format and including the content described in PART C – FORM OF PROPOSAL.

12.0 BID SECURITY

12.1 No bid security is required since no irrevocable binding legal offer is made by submitting a proposal in response to this RFP.

13.0 OPENING OF PROPOSALS

13.1 The City reserves the right to open all Proposals in a manner and at the time and place determined by the City.

14.0 EVALUATION OF PROPOSALS

14.1 Proposals will be evaluated by representatives of the City on the basis of the overall best value to the City and on the Proponent’s ability to meet and deliver the scope as identified in Part C – Form of Proposal, Appendix 2 – Scope. Specific criteria will include, but not be limited to:

Proponents Qualifications & Experience • Understanding of issues presented • Demonstrated experience of service provision • Organizational expertise • Commitment to customer service • Flexibility and ability to manage contingencies and change • Commitment to ongoing training and staff development • Identification of anticipated difficulties and appropriate solutions • Quality of the proponent’s training provision & planning • Quality of the proponent’s Quality Assurance provision and planning • Quality of the proponent’s transition planning • Quality of the proponent’s operational planning




• Client references

Financial • Competitiveness of pricing • Financial stability of the company • Relation of pricing to current and projected market rates • Consistency and appropriateness of price increases and/or fluctuations • Insurance coverage

Efficiency and Innovation • Understanding of resources required • Proposed allocation of resources • Innovative solutions to service delivery • Identification and resolution of potential problems • Value added services • Demonstrated environmental responsibility and sustainability

Strength and Quality of the Management Team • Background and qualifications • Experience in managing security contracts • Proposed compensation and incentives • Demonstrated skills in managing people & resources • Professional and technical skills

Quality and Completeness of Proposal Submission • Complete and comprehensive • Logically ordered and well presented • Clearly expressed

14.2 The City reserves the right to retain complete control over the RFP process at all times until the execution and delivery of the Agreement. Accordingly, the City is not legally obligated to review, consider or evaluate the Proposals and need not necessarily review, consider or evaluate the Proposals in accordance with the procedures set out in this RFP. The City reserves the right to continue, interrupt, cease or modify its review, evaluation and negotiation process on any or all Proposals at any time without further explanation or notification to any of the Proponents subject only to the express legal terms and conditions which bind the City.

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

14.4 The City may elect to short list Proponents and evaluate the Proposals in stages. Short-listed Proponents may be asked to provide additional information or details for clarification, which may include attending interviews, making a presentation, supplying sample drawings, performing demonstrations, furnishing additional technical data and proposing amendments to the Form of Agreement. The City will be at liberty to negotiate in parallel with one or more short-listed Proponents, or in sequence, or in any combination, and may at any time terminate all or any one set of negotiations with the short-listed Proponents.




14.5 Prior to approval of a Proposal, the City must be satisfied as to the Proponent’s financial stability. Proponents may be asked to provide annual financial reports or a set of financial statements prepared by an accountant and covering the Proponent’s last two (2) fiscal years.

14.6 The City may request than any or all Sub-contractors of the Proponent undergo the same evaluation process.

15.0 BRAND NAMES

15.1 Unless otherwise stated, if, and wherever, the Specifications state a brand name, make, name of manufacturer, trade name, or vendor catalogue number, it is for the purpose of establishing a grade or quality of material only. It is not intended to rule out competition from equal brands or makes. If, however, a product other than that specified is offered, it is the Proponent’s responsibility to name such a product in its Proposal. Evidence of equality in the form of samples may be requested.

16.0 PROPOSAL APPROVAL

16.1 Proposal approval is contingent on funds being approved and the Proposal being approved by Vancouver City Council. Only then may the successful Proponent and the City proceed to settle, draft and sign the Agreement.

16.2 The City will notify the successful Proponent in writing that its Proposal has been approved in principle and invite the Proponent to proceed with discussions to settle, draft and sign the Agreement.

16.3 The City is not under any obligation to approve any Proposal and may elect to terminate this RFP at any time.

16.4 Notwithstanding any other provision in the RFP documents, the City has in its sole discretion, the unfettered right to:

(a) accept any Proposal;

(b) reject any Proposal;

(c) reject all Proposal;

(d) accept a Proposal which is not the lowest proposal;

(e) accept a Proposal that deviates from the Requirements or the conditions specified in this RFP;

(f) reject a Proposal even if it is the only Proposal received by the City;

(g) accept all or any part of a Proposal; and

(h) split the Requirements between one or more Proponents.

17.0 ALTERNATE SOLUTIONS

17.1 If in addition to proposing services which meet the Requirements, the Proponent wishes to offer an alternative, the alternative solution is to be submitted separately as an appendix within the Management Proposal. Any pricing impact of the alternate solution should be provided separately in the Commercial Proposal.




18.0 FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT

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

19.0 NON-RESIDENT WITHHOLDING TAX

19.1 Please note that the Income Tax Act (Canada) requires that payments to non-residents for any services performed in Canada are subject to a Non-resident Withholding Tax of a specified percentage (depending on residency of the contractor). Exemption from this withholding tax is available in some circumstances, but the non-resident must apply directly to the Canada Revenue Agency (“CRA”) at least thirty (30) days before commencing the service.

20.0 NO OBLIGATION ASSUMED BY CITY

20.1 Unless expressly stated in this RFP, the City assumes no legal duty or obligation in respect of this RFP unless and until the City enters into the Agreement.

20.2 The Proponent agrees that the Proponent will bear all costs and expenses incurred by the Proponent in preparing its Proposal and participating in the RFP.

21.0 NO CLAIM AGAINST THE CITY

21.1 The Proponent acknowledges and agrees that the City will not be responsible for any costs, expenses, losses, damages (including damages for loss of anticipated profit) or liabilities incurred or alleged to be incurred by the Proponent and by submitting a Proposal each Proponent shall be deemed to have agreed that it has no claim whatsoever.

22.0 INDEMNITY

22.1 The Proponent now indemnifies and will protect and save the City harmless from and against all Losses, in respect of any claim or threatened claim by any of the Proponent’s Sub-contractors or agents alleging or pleading:

(a) any breach by the City or its officials or employees of the RFP;

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

(c) liability on any other basis related to this RFP process.

23.0 DISPUTE RESOLUTION

23.1 Any dispute relating in any manner to this RFP process shall be resolved by arbitration in accordance with the Commercial Arbitration Act (British Columbia), amended as follows:

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

(b) Section 17(Release) and Section 18 (Indemnity) will:

(i) bind the City, Proponent and the arbitrator; and

(ii) survive any and all awards made by the arbitrator; and




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

24.0 ACCESS/OWNERSHIP OF PROPOSAL INFORMATION

24.1 All RFP packages and addenda provided to the Proponent by the City remain the property of the City and must be returned to the City upon request.

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

25.0 CONFIDENTIALITY

25.1 Subject to the applicable provisions of the Freedom of Information and Protection of Privacy Act (British Columbia) and the City’s full right to publicly disclose any and all aspects of the Proposal in the course of publicly reporting to the Vancouver City Council on the Proposal results or announcing the results of the Proposals to the Proponent(s), the City will treat all material and information expressly submitted by the Proponent (and the City’s evaluation of it) in confidence in substantially the same manner as it treats its own confidential material and information.

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

25.3 The Proponent will not divulge or disclose to any third parties any information concerning the affairs of the City which may be communicated to the Proponent at any time (whether before or after the Closing Time). Recognizing the need for confidentiality of the City’s data, files and other confidential information, the Proponent will not use, exploit or divulge or disclose to third parties any confidential or proprietary information of the City of which the Proponent may gain knowledge in connection with or in the course of discussions or negotiations with the City.

25.4 All material and information that has or will come into the Proponent’s possession or knowledge in connection with this RFP process is confidential and may not be disclosed or utilized in any way except as expressly provided in the RFP.

25.5 The Proponent may not divulge any information respecting the RFP process to any third party without the prior written consent of the City, which consent may be arbitrarily withheld unless it is information which the City has already made public or has been required to disclose pursuant to the Freedom of Information and Protection of Privacy Act (British Columbia).

26.0 NO PROMOTION

26.1 The successful Proponent must not disclose or promote its relationship with the City, including by means of any verbal declarations or announcements and by means of any sales, marketing or other literature, letters, client lists, press releases, brochures or other written materials, without the express prior written consent of the City (except as may be necessary for the successful Proponent to perform the successful Proponent’s obligations under the terms of the Agreement).




27.0 SURVIVAL/LEGAL EFFECT OF PROPOSAL CONTRACT

27.1 All of the terms of this PART B – INSTRUCTIONS TO PROPONENTS which by their nature require performance or fulfillment following the conclusion of the Proposal process will survive such issuance and will remain legally enforceable by and against the Proponent and City.

28.0 DEFINITIONS

28.1 For greater certainty, and without limitation to any of this City’s rights set out in this RFP, when the terms “must”, “shall”, “will”, “is to” or “are to” precede a requirement regarding the content or format of a Proposal, such requirement is not mandatory but is strongly recommended.

28.2 In this RFP, the following terms have the following meanings:

(a) “Agreement” means the contract entered into between the City and the successful Proponent following the conclusion of the RFP process;

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

(c) “Commercial Proposal” means those portions of the Proposal to be submitted in Envelope One as set out in PART C – FORM OF PROPOSAL;

(d) “Form of Agreement” means the sample Agreement included in PART D-FORM OF AGREEMENT;

(e) “Losses” means in respect of any matter all:

(i) direct or indirect, as well as;

(ii) consequential,

claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including without limitation all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement whether from a third person or otherwise);

(f) “Management Proposal” means those portions of the Proposal to be submitted in Envelope Two as set out in PART C – FORM OF PROPOSAL, which expressly excludes any pricing information;

(g) “Project” means the project described in RFP No. PS20110718 Integrated Security Services for the City of Vancouver;

(h) “Proponent” means those entities eligible to participate in this RFP process;

(i) “Proposal” means a proposal submitted in response to the RFP;

(j) “Proposal Declaration Form” means the form to be included in the Commercial Proposal substantially as set out in PART C-FORM OF PROPOSAL, or as otherwise acceptable to the City.

(k) “RFP” means the documents issued by the City as Request for Proposal No. PS20110718 including all addenda; and




(l) “Sub-contractors” means any or all sub-contractors identified in the Proponent’s Proposal.

All other terms (capitalized or not) have the meanings given to them in the RFP.


PART C – FORM OF PROPOSAL

December 16, 2011 Page C-1

1.0 INTRODUCTION

1.1 This PART C - FORM OF PROPOSAL contains the format and information requested by the City to be contained in the Proponent’s Proposal.

1.2 The Proponent’s Proposal should be submitted in two (2) envelopes/packages:

(a) Envelope One: Commercial Proposal, including the Proposal Declaration Form; and

(b) Envelope Two: Management Proposal.

1.3 The Commercial Proposal should contain the following sections, as more particularly described in this PART C – FORM OF PROPOSAL under the heading “Submission Instructions for Envelope One – Commercial Proposal”:

(a) Proposal Declaration Form;

(b) Pricing;

(c) Contract Duration and Years

(d) Billing Rates

(e) Terms of Payment

(f) Insurance Requirements;

(g) WorksafeBC Requirements;

(h) Amendments/Addenda, Questions and Answers; and

(i) Deviations and Variations.

1.4 The Management Proposal should contain the following sections, as more particularly described in this PART C – FORM OF PROPOSAL under the heading “Submission Instructions for Envelope Two – Management Proposal”:

(a) Company Profile;

(b) References;

(c) Sub-Contractors;

(d) Requirements Overview;

(e) Environmental Responsibility; and

(f) Prime Contractor Requirements.




PROPOSAL DECLARATION FORM

[Proponent’s Letterhead]

To: [Insert submission location]

Attention: [Insert contact person]

Capitalized terms have the definitions given them in the RFP. In consideration of the City’s agreement to consider Proposals in accordance with the terms of the RFP, the Proponent hereby submits its Proposal in accordance with the following:

1.0 PROPOSAL

The Proponent acknowledges that:

(a) this Proposal Declaration Form has been duly authorized and validly executed;

(b) the Proponent has received, read, examined and understood the entire RFP including all of the terms and conditions, all documents listed in the RFP “Table of Contents”, and any and all Addenda; and

(c) the City reserves the right to verify information in its Proposal and conduct any background investigations including criminal record investigations, verification of the Proposal, credit enquiries, litigation searches, bankruptcy registrations and taxpayer information investigations or other investigations on the Proponent, and by submitting a Proposal, the Proponent agrees that it consents to the conduct of all or any of those investigations by the City.

2.0 NO CONFLICT OF INTEREST IN PROPOSAL EVALUATION

The Proponent confirms that there is no officer, director, shareholder, partner or employee or other person related to the Proponent’s or the Proponent’s proposed Sub-contractor’s organizations (a “person having an interest”) or any spouse, business associate, friend or relative of a person having an interest who is:

(a) an elected official or employee of the City; or

(b) related to or has any business or family relationship with any elected official or employee of the City,

such that there would be any conflict of interest or any appearance of conflict of interest in the evaluation or consideration of this Proposal by the City, except as set out below:

[The Proponent is conclusively deemed to have declared “none” unless the Proponent deletes this note and describes any or all relationships which might give rise to a conflict of interest or an appearance of a conflict of interest.]




3.0 NO CONFLICT OF INTEREST IN PROJECT

The Proponent confirms that neither the Proponent nor its proposed Sub-contractors are currently engaged in providing (or are proposing to provide) integrated security services of any kind to the Federal Government, Provincial Government, the Greater Vancouver Regional District (Metro Vancouver), or any member local governments of Metro Vancouver such that entering into the Agreement pursuant to this RFP would create a conflict of interest or the appearance of conflict of interest between the Proponent’s duties to the City and the Proponent’s duties of loyalty to these other governmental organizations, except as set out below:

[The Proponent is conclusively deemed to have declared “none” unless the Proponent deletes this note and describes any or all relationships which might give rise to a conflict of interest or an appearance of a conflict of interest.]

4.0 NO COLLUSION OR FRAUD

The Proponent now confirms that its Proposal is in all respects a fair Proposal made without collusion or fraud and confirms that the Proponent is not competing within this RFP process with any entity which it is legally or financially associated or affiliated, except as set out below:

[The Proponent is conclusively deemed to have declared “none” unless the Proponent deletes this note and describes any and all affiliations or relationships which might give rise to collusion or an appearance of collusion.]

5.0 NO LOBBY STATUS

The Proponent now confirms that neither it nor any officers, directors, shareholders, partners, or employees of the Proponent or any of its proposed Sub-Contractors is registered as a lobbyist under any lobbyist legislation in any jurisdiction in Canada or in the United States of America, except as set out below:

[The Proponent is conclusively deemed to have declared “none” unless the Proponent deletes this note and describes any or all lobbyist registrations of the type described above.]

IN WITNESS TO THE ABOVE, the Proponent has executed this Proposal Declaration Form and submits same with the attached Proposal: Authorized Signatory for the Proponent Date Name and Title (please print)




SUBMISSION INSTRUCTIONS FOR ENVELOPE ONE – COMMERCIAL PROPOSAL

The following describes the format and information to be provided by the Proponents in their Commercial Proposals. The paragraph titles and numbers in the Commercial Proposal should correspond to the paragraph titles and numbers below.

1.0 PROPOSAL DECLARATION FORM

1.1 Each Proponent should submit with its Commercial Proposal a signed Proposal Declaration Form substantially as set out in this PART C – FORM OF PROPOSAL, or as otherwise acceptable to the City.

2.0 PRICING

2.1 The Proponent should provide the following information:

(a) a total maximum fee for the services, inclusive of all disbursements and taxes (except HST, which is to be shown separately), showing all costs associated with the Project Tasks and deliverables as outlined in the PART C – Form of Proposal, Appendix 2 -Scope;

(b) the Proponent having reviewed all terms, conditions and Requirements set out in the RFP and the Attachments thereto, shall provide the following pricing which projects the total cost of the completed project. The costs shall be broken down to allow for analysis (e.g. training, support, etc.);

(c) fully describe all fees and/or fee arrangements pertaining to the provision of the services. (Note: Where fees are not described for a particular Requirement of the Contract, it shall be deemed that the Requirement is supplied at no cost to the City); and

(d) fully describe all fees that the City may incur as a result of the Proponent setting up and administering any special, (i.e. ‘preferred’) agreements that may be put in place during the term of the Contract.

3.0 CONTRACT DURATION AND YEARS

3.1 The proposed duration of this contract is five (5) years. The years (1-5) are currently envisioned and referred to in the matrices below. There will be the option of two (2) one (1) year extensions to this contract, always provided that such extensions are mutually agreeable. Any subsequent extensions of this term will be at the sole discretion of the City.

Unit prices for security services are to be specified over the five (5) year term of the contract and entered accordingly into the pricing matrices below. Any pricing changes from year to year should be clearly indicated.

Although every effort will be made to meet the target inception date of February 2012, Proponents should be aware that this could change as a result of a number of factors including, but not limited to, Council approval, contract ratification and transitional planning.




Table 1 Contract Duration and Dates

YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5

Feb 1 2012–

Jan 31 2013

Feb 1 2013–

Jan 31 2014

Feb 1 2014–

Jan 31 2015

Feb 1 2015–

Jan 31 2016

Feb 1 2016–

Jan 31 2017

4.0 BILLING RATES

4.1 Contract Management

Proponents should enter below those management and/or administrative roles that they think appropriate for the effective management of this contract. Please note that these are central contract functions and not dedicated to any one Business Group or Board. Billing can be expressed either as an hourly rate or as an annual cost to the City.

• ‘Contract Manager’ is the senior Proponent representative attached to the City

contract. The precise nature of this role is as identified by Proponents in Appendix 2 - Scope 8.4. The Contract Manager will be duly licensed under the Security Services Act.

Additional boxes can be entered into the matrix below if required.

Table 2 Contract Management Billing Rates

Role Year 1 Year 2 Year 3 Year 4 Year 5

Contract Manager

If any of the roles above could incur overtime charges for the City, please indicate these rates in the matrix at 4.5 below. If overtime is not applicable, please enter ‘n/a’ in the appropriate box(es).




4.2 Other Staff - Hourly Billing Rates

Proponents should indicate the hourly rates that they propose to charge for the functions outlined below.

• ‘Site Supervisor’ is a senior supervisory position dedicated to service delivery

within a discrete City Business Group or Board. Traditionally there have only been two of these positions, based at Vancouver Public Library. All Site Managers will be duly licensed under the Security Services Act.

• ‘Shift Supervisor’ is a supervisory position dedicated to service delivery within

a discrete City Business Group or Board. Traditionally these roles have been on the following 24/7 contracts: Vancouver Public Library and EasyPark. All Shift Supervisors will be duly licensed under the Security Services Act.

• ‘Security Guard’ is a front line service delivery role. The skill-sets required to

succeed in this role will vary dependent upon the roles undertaken and the functions performed. (For example, the demands of construction security are very different to those demanded in a high profile public-facing role.) All security guards will be duly licensed under the Security Services Act. All Security Guards deployed on this contract must have a minimum of 6 months’ experience.

The City currently envisions receiving a blended rate representing Security Guards in all of these functions and roles. If however Proponents wish to adopt a different pricing mechanism this should be clearly indicated.

‘Field Support’ is not currently provided as a dedicated supervisory function on any City contract. Proponents are requested to provide billing rates for this position in the event that they are proposing such a role would be dedicated – and billed - to this contract. It is envisioned that, in order to optimize efficiency, this would be a mobile function. (Should they wish, Proponents can provide details for any such service in 4.1 above)

Please also indicate the rates for the following as an hourly increment to be applied to the base hourly rates:

(a) Occupational First Aid (OFA) Level 2 (b) Bilingual (English/French)

Table 3 Security Staff Hourly Billing Rates


Site Supervisor

Shift




Supervisor

Security Guard

OFA2 Increment

Bilingual Increment

4.3 Specialist Functions – Hourly Billing Rates

• ‘Locksmiths’ make, service, repair code and recode locks; cut, make, sell and

provide keys from numerical or alphabetic codes or both; and sell, service and repair safes, vaults or strongboxes, other than common strongboxes. All locksmith businesses and employees must be licensed under the Security Services Act, with the exception of administrative staff (janitors, clerks, etc.) who do not supervise licensed employees; key-cutters who only duplicate common keys, and wholesalers.

• Private Investigators’ and ‘Private Investigators Under Supervision conduct

investigations to assist clients who wish to obtain information for use in civil and criminal litigation matters, pre-employment verification, and for many other purposes. Private investigators compile information about crimes, offences, fires, accidents, the activities of people and organizations, and the location of missing people and property. All private investigation businesses and employees must be licensed under the Security Services Act with the exception of administrative staff (janitors, clerks, etc.).

• ‘Technician’ refers to a staff member providing instillation, maintenance,

repair and support services in respect of CCTV, Alarms and Access Control. It is envisaged that all staff providing such services on this contract would have a minimum of 1 year’s experience in this field. All alarm service businesses, employees and owners/managers must be licensed under the Security Service Act with the exception of administrative staff (janitors, clerks, etc.) who do not supervise licensed employees, repair people who remain on the security businesses premises, and wholesalers.

• ‘Canine Patrol’ refers to a Security Patrol utilizing a dog for guarding purposes;

the handler will be duly licensed as a Security Guard under the Security Services Act.

• ‘Loss Prevention Officer’ is a member of staff dedicated to stopping or

reducing loss of assets from sources such as shoplifting, theft, clerical or IT errors and/or inadequate systems or procedures. Any staff deployed as Loss Prevention Officers should have a minimum of 1 year’s experience in this field and be otherwise licensed under the Security Services Act.




• ‘Security Consultants’ companies provide expert, professional advice and

information about how to protect property from vandalism, intrusion, trespass, or theft. They also detect devices that can intercept, transmit, or examine private communications and records. All Security Consultant businesses, employees and owners or managers must be licensed under the Security Services Act with the exception of administrative staff (janitors, clerks, etc.) who do not supervise licensed employees.

Please indicate in the table that follows the hourly billing rates for these functions.

Table 4 Specialist Staff Hourly Billing Rates


Locksmith

Private Investigator

Private Investigator(Under Supervision)

Technician – CCTV, Alarms & Access Control

Canine Patrol

Loss Prevention Officer

Security Consultant




4.4 Short Notice Call-Out – Staff Overtime Rates

As Indicated in Appendix 2 – Scope, the City will attempt to minimize changes to the agreed staffing schedule and will try to provide at least 48 hours notice of any changes. Notwithstanding this, the City requires proponents to be able to respond to short notice call-outs within a period of four (4) hours.

4.5 Overtime Rates

Please indicate below the respective rates at which overtime is to be billed on this contract. In the event that overtime is not billable in respect of any grade, please enter ‘n/a’ in the relevant box to indicate that this is not applicable.

Please enter into the matrix below any additional roles as identified in 4.1. and indicate whether these could incur overtime. You may add additional boxes if required.

Please also indicate ANY other circumstances in which differential billing rates may be incurred – and indicate what those rates would be.

Table 5 Staff Overtime Rates

Function

Regular Rate

(as shown in Tables 2, 3 & 4

above)

Overtime

Rate

(CDN $ per hour)

Statutory Holiday Rate

(CDN $ per hour)

Short Notice Call-Out Rate

Central Contract Staff

Contract Manager

Other

(if applicable)

Other

(if applicable)

Site Security

Staff

Site Supervisor

Shift Supervisor




Function

Regular Rate


above)

Overtime

Rate

(CDN $ per hour)


(CDN $ per hour)


Security Officer

OFA2 Increment

Bilingual Increment

Specialist Staff

Locksmith

Private

Investigator

P.I.

(Under Supervision)

Technician –

CCTV, Alarms & Access Control

Canine Patrol

Loss Prevention Officer




Function

Regular Rate


above)

Overtime

Rate

(CDN $ per hour)


(CDN $ per hour)


Security Consultant

4.6 Mobile Patrols and Alarm Response Rates

Please indicate below the regular billing rates that would be incurred for Mobile Patrols and Alarm Responses across this contract as well as the rates that would apply for statutory holidays.

Table 6 Mobile Patrol and Alarm Response Rates

Function

Regular Cost

Statutory Costs

Mobile Patrol

Alarm Response

Please note that all vehicle running, maintenance and insurance costs, as well as fuel surcharges, will be at the expense of the Proponent.




5.0 TERMS OF PAYMENT

The City’s standard payment terms are net thirty (30) days after receipt of approved invoice, however and discounts or more favourable terms offered by the Proponent will be taken into consideration in the financial evaluation. Please indicate in your response if other than Net thirty (30).

Describe if Electronic Fund Transfer (EFT) is available.

5.1 Alternative Pricing Solutions

Proponents may offer alternative pricing options.

6.0 INSURANCE REQUIREMENTS

6.1 Proponents should submit with their Proposals a Certificate of Existing Insurance attached as Appendix 1 duly completed and signed by their insurance agent or broker as evidence of their existing insurance, along with a letter from their insurance broker or agent indicating whether or not (and if not then to what extent) they will be able to comply with the insurance Requirements as set out in Section 15.0 of PART D - FORM OF AGREEMENT, should they be selected as the successful Proponent.

6.2 The successful Proponent will be required to file certificates of insurance with the City showing proof of all insurance Requirements described utilizing the “Certificate of Insurance” attached as Appendix 3. These certificates must be received and reviewed and approved by the City prior to or concurrently with the City entering into any Contract with the successful Proponent.

7.0 WORKSAFEBC REQUIREMENTS

7.1 Proponents should submit with their Proposals proof of valid WorkSafeBC registration. Such registration should be maintained as specified in Section 16.0 of PART D - FORM OF AGREEMENT.

8.0 AMENDMENTS/ADDENDUM/QUESTIONS AND ANSWERS

Acknowledgment of receipt of the following amendments and questions and answers to the Tender Documents is hereby made:

Addendum/Amendment No.

Questions and Answers No.




The above signed agrees that they thoroughly understand the terms and conditions contained therein.

9.0 DEVIATIONS AND VARIATIONS

9.1 Proponent(s) should detail any deviations and/or variations from the terms and conditions set out in this RFP and if applicable, detail proposed amendments.

9.2 Where the Proponent is proposing the use of contract language or clauses other than those set out in PART D – FORM OF AGREEMENT, including any and all Schedules, such revised language must be outlined in its Proposal. The City will assume such clauses are in addition to those in the Form of Agreement unless otherwise indicated by the Proponent.

Document1

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

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

2.

BUSINESS TRADE NAME or DOING BUSINESS AS

BUSINESS ADDRESS

DESCRIPTION OF OPERATION

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

INSURER Insured Values (Replacement Cost) -

TYPE OF COVERAGE Building and Tenants’ Improvements $

POLICY NUMBER Contents and Equipment $

POLICY PERIOD From to Deductible Per Loss $

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

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

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

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

POLICY NUMBER Aggregate $

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

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

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

POLICY PERIOD From to Deductible Per Loss $

SIGNED BY THE INSURER OR ITS AUTHORIZED REPRESENTATIVE Dated PRINT NAME OF INSURER OR ITS AUTHORIZED REPRESENTATIVE, ADDRESS AND PHONE NUMBER

CERTIFICATE OF EXISTING INSURANCETO BE COMPLETED AND APPENDED TO THE PROPOSAL/TENDER

APPENDIX 1




SUBMISSION INSTRUCTIONS FOR ENVELOPE TWO – MANAGEMENT PROPOSAL

The following describes the format and information to be provided by the Proponents in their Management Proposals. The paragraph titles and numbers in the Management Proposals should correspond to the paragraph titles and numbers below.

Proponents should note that the Management Proposal should contain no pricing information whatsoever.

1.0 COMPANY PROFILE

1.1 Provide the following information:

2.0 REFERENCES

2.1 The Proponent is to describe the Proponent’s relevant experience with similar engagements for similar work over the last two (2) years as well as references for same by completing the table below. The Proponent may, at its own discretion, expand on the number of references and information that it deems necessary to support its Proposal. By submitting a Proposal, the Proponent consents to the City contacting these references, and consents to the City also contacting any other organization for the purposes of evaluating the Proponent’s company and Proposal.

Proponent’s Name:

“Proponent”

Mailing Address:

Cheque Payable/Remit to Address:

Telephone No.: Fax No.:

Key Contact Person: E-mail:

GST/HST Registration No.: Incorporation Date:

City of Vancouver Business License Number:

(If your office is located in Vancouver or N/A if not applicable)

WorkSafeBC Account Number:

Dunn and Bradstreet Number:

( or N/A if not applicable)




Name and Address of Company

Contact Name and Telephone Number

Brief Description of Work and Date Performed

3.0 SUB-CONTRACTORS

3.1 The Sub-contractors shown below are the Sub-contractors that the Proponent proposes to use to carry out the Requirements. The City expects that the Proponent will engage the listed Sub-contractors and no others in their stead without prior written authorization of the City. (For contractual Requirements, Proponents should note the relevant sections of the Form of Agreement.)

3.2 The City reserves the right to object to any of the Sub-contractors listed in a Proposal. If the City objects to a listed Sub-contractor then the City will permit a Proponent to, within seven (7) calendar days, propose a substitute Subcontractor acceptable to the City. A Proponent will not be required to make such a substitution and, if the City objects to a listed Sub-contractor, the Proponent may, rather than propose a substitute Sub-contractor, consider its Proposal rejected by the City and by written notice withdraw its Proposal.

3.3 If no Sub-contractors will be used, indicate “Not Applicable”.

Company Name, Address Contact Name and Telephone Number Area of Responsibility

4.0 REQUIREMENTS OVERVIEW

4.1 Appendix 2 – Scope of PART C – Form of Proposal provides details on the scope related to the work to be completed by the successful Proponent:

(a) Proponents should submit a response that will ensure the delivery of the specified services. Proponents should address the issues herein, but should feel able to add whatever further pertinent information or details they wish. The response should be in sufficient enough detail to demonstrate to the City that the Proponent full understands and is committed to delivering to the Requirements of the scope.

(b) Although it is necessary that the Proponent submit a detailed response to the Requirements, including but without limitation to providing a work plan and a maximum total fee for the scope of services described in this RFP, the City is interested in proposals that will add value to the Project. Innovative ideas will be favourably considered in evaluating all proposals.




5.0 ENVIRONMENTAL RESPONSIBILITY

5.1 The City is committed to preserving the environment. Proponents should provide environmentally sensitive products or services wherever possible. Where there is a requirement that the Consultant supplies materials, and where such materials may cause adverse effects, the Proponent is to indicate the nature of the hazard in its Proposal.

5.2 The Proponent is to advise the City of any known alternatives or substitutes for such materials that would mitigate the effects of any adverse conditions on the environment.

6.0 PRIME CONTRACTOR REQUIREMENTS

6.1 Proponents should provide an overview to their approach to meet the Requirements of Prime Contractor.


APPENDIX 2 - SCOPE

December 16, 2011 Page 1 of 20

Proponents are encouraged to copy Appendix 2 and re-format as appropriate to provide a template for their response. Background information and general instructions need not be included in the response, however all requests for information, questions, specific requirements, tables, etc. should be included and the same numbering sequence used. 1.0 Overview Of This Opportunity

1.1 The scope and the complexity of this contract cannot be understated and it is imperative that all Proponents understand the ongoing demands that will inevitably be placed upon the successful vendor. The requirement of a major City to provide its many stakeholders with the full spectrum of public services necessitates the existence of a complex and multi-functional organization. The Business Groups and Boards that constitute the City organization are operationally responsible for delivering a disparate range of services to a multitude of users across the community. Effectively supporting these groups as a Contractor will require an equally diverse set of skills.

1.2 The importance of maintaining effective and seamless service delivery is

reflected in the importance that the City attaches to this RFP. The challenge facing the Prime Contractor is to provide integrated, cost-effective, customer-focused security services designed to safeguard, support and enable the operation of the City itself. To succeed in this role therefore, the successful provider will need to demonstrate not only professionalism and an ability to deliver, but a true understanding of the City’s needs backed by flexibility and a willingness, where necessary, to embrace change.

2.0 Licenses

2.1 All security personnel assigned to the City of Vancouver shall be licensed and bonded in accordance with the Security Services Act, prior to arriving at the job site. Such employees will be required to carry this Security license whilst on City sites and to present it for inspection upon request by an authorized City of Vancouver employee.

2.2 No personnel shall be assigned to this agreement without first being approved

by the designated City representative(s). To this end, the representative(s) may require the Contractor to provide background information on candidates to be assigned to this contract.

2.3 Those sub-contractors directly involved in the provision of security-related

services will be required to possess a valid security license while in performance of duties related to this agreement. Such employees will be required to carry this license whilst on City sites and to present it for inspection upon request by an authorized City employee.

2.4 All contractors providing service on this contract will be required to hold a valid

City Of Vancouver Business License. 3.0 Transitional Arrangements

3.1 It is the intention of the City to adopt a process of phased implementation on this contract. This approach is intended to:

(a) minimize any disruption to service delivery and


APPENDIX 2 - SCOPE


(b) provide the chosen Proponent with the opportunity to better manage

transitional logistics in an ordered and methodical fashion. It is believed that this will allow the Proponent to more effectively address the many and diverse challenges involved in such an undertaking.

3.2 Determination of timescales will be based on mutual discussions and planning

between the Proponent and City’s designated representative(s) and it is anticipated that a detailed implementation plan with mutually acceptable timescales will be agreed shortly after award of contract. It is the aim of the City to minimize the time involved in the rollout of this implementation process and the City’s Project Manager, Security Services will work with the chosen Proponent to achieve this.

4.0 City Business Groups & Boards – Estimated Service Requirements

4.1 The inclusion of City Business Groups or Boards in the list below does not guarantee their inclusion in any contract subsequently arising from this RFP.

The Service Requirements below are not intended to be a comprehensive listing

of the needs of respective City of Vancouver Business Groups and Boards. They are based upon services contracted historically and on an assessment of projected future needs and are provided solely to assist prospective vendors to understand the potential breadth of services. The inclusion of City Business Groups or Boards in the list below does not guarantee their inclusion in any contract subsequently arising from this RFP.


APPENDIX 2 - SCOPE


Table 1 Service Requirements

City Business Group / Board

Location(s) Possible Service Requirements

Approximate Value of Services

(2010) Vancouver

Public Library (VPL)

Library Square, various

• Uniformed Guarding Services

• Alarm response • Mobile patrols • Locksmiths • Security Equipment

& Systems • Systems Support

$800,000.00

Vancouver Police

Department (VPD)

Various • Uniformed Guarding Services



$400,000.00

Community Services Group

(CSG)

various • Uniformed Guarding Services



$150,000.00

Vancouver Fire & Rescue

(VFRS)




$50,000.00

Vancouver Parks Board

(VPB)




$440,000.00


APPENDIX 2 - SCOPE


City Business Group / Board

Location(s) Possible Service Requirements

Approximate Value of Services

(2010) City

Engineering




$250,000.00

EasyPark (Vancouver

Parking Corporation)




$560,000.00

Business Planning and

Services

515 West 10th Avenue

• Uniformed Guarding Services


& Systems • Systems Support • Investigations • Executive

Protection

$300,000.00

TOTAL APPROXIMATE VLAUE OF SERVICES: $2,950,000.00


APPENDIX 2 - SCOPE


5.0 Description and Scope Of Services

5.1 Mandatory Requirements

The City has identified key mandatory requirements which require compliance by the Proponent and/or Sub-contractors in order to meet the service requirements of this RFP. The Proponent is therefore required to complete the information for the respective items listed within the following table. Non-compliance with these Mandatory Requirements may or may not result in the Proposal being set aside and given no further consideration.

Table 2 Mandatory Requirements

Requirement Complies (Yes or No)

a) Licensed to provide uniformed guarding services

b) Licensed to provide mobile patrol services

c) Licensed to provide alarm response services

d) Licensed to provide investigative services

e) Licensed to provide locksmith services

f) Licensed to provide Security Consulting

g) Licensed to provide installation, repair and support services for CCTV, Alarms and Access Control

5.2 Additional Service Requirements

In addition to the mandatory services outlined above, Proponents should also possess the capability to provide the following services which the City may require from time to time:

• Threat risk assessments • Executive protection


APPENDIX 2 - SCOPE


5.3 General Requirements

5.3.1 Personnel Specifications and Standards

The Proponent will be required to ensure that all staff providing uniformed security services on this contract meets the criteria outlined below. Proponents should indicate how they will meet, or exceed, these criteria.

(a) Training

Staff will have completed Basic Security Training (BST) and Advanced Security Training (AST) (as defined under the Security Services Act), received a Provincial Security Employee License and other training as required by the City prior to commencement of their assignment

(b) General Health

Staff will possess general good health and the ability to perform the required safety and security services.

(c) Security Experience

Staff will possess a minimum of six (6) months experience as a licensed security guard unless otherwise exempted by agreement with a designated representative of the City.

(d) Standards of Conduct

Proponents should ensure that all staff assigned to, or providing services on, this contract maintain a high standard of conduct at all times, including respectfulness to self, others, City property, and the job itself.

(e) Customer Service

Proponents should ensure that the customer service skills of staff assigned to this contract are of the highest standard, including professionalism, a desire to assist and sensitivity and responsiveness to the needs of all stakeholders.

(f) Appearance

Proponents should ensure that the personal appearance of staff assigned to, or providing services on, this contract reflects positively on the City of Vancouver and on the Contractor. Attention should be paid to cleanliness, neatness and a high level of personal hygiene.


APPENDIX 2 - SCOPE


(g) Uniforms & Equipment

Proponents will provide all staff engaged in security guard duties with a suitable well-tailored uniform of good quality and in accordance with a standard acceptable to the City. Uniforms should be worn at all times that duty shifts are performed. The diverse range of duties encompassed by this contract requires that there may be some variations to the standard uniform; however these differences will not be significant.

(h) Age

Minimum provincial and federal age requirements must be met in all cases.

(i) Communication Skills

All staff should possess effective communication skills appropriate to the duties for which they are assigned. In high profile, customer-facing roles it will be vital that staff possess a high degree of fluency in spoken and written English sufficient for effective communication, including reading, writing and comprehension.

(j) Citizenship

Staff should possess Canadian citizenship or permanent residence status sufficient to allow them to work within Canada. The City reserves the right to interview any or all staff prior to their assignment to this contract.

5.3.2 Locksmith Services

The Contractor – or subcontractor thereof – will be required to provide professional locksmith services to the City through trained personnel and appropriate security hardware and technology. In particular, the Contractor will ensure that the following specific tasks and duties are performed:

• Provide a single contact point for all locksmith requirements of

City of Vancouver property; • Provide timely customer service response; • Control the issue and inventory of all mechanical keys; • Provide re-keying services when necessary; • Install key hardware; • Provide general lock maintenance;


APPENDIX 2 - SCOPE


• Provide advice and support as required; and

• Supply and accessibility of additional keys, i.e key box, drop-off services, etc. and/or including sufficient parking spaces and service hours for staff to access keys easily.

5.3.3 Technical Specification and Standards

Proponents should note that the use of brand names, makes, names of manufacturers, trade names, or vendor catalogue numbers, in the following section is intended solely for the purpose of establishing a grade or quality of material. It is not intended to rule out competition from equal brands or makes. (Please refer to Part B – Instructions to Proponents, section 15.0)

5.3.3.1 City of Vancouver Lock Standards

All non high-security locks installed (dependent on project and application requirement) at the City of Vancouver and its related sites/ structures will meet normal commercial building requirements in conformance to American National Standards Institute (ANSI) Grades 1 & 2.

All high-security locks installed at the City of Vancouver and its related sites/structures will meet the requirement of Underwriters Laboratories Listed Standards (UL437) for key locks and shall incorporate and exceed the minimum required dual locking principal. Further they will meet the following:

• The locking system shall be furnished in a patented key

section which keys are not made available from the manufacturer’s factory or any other source other than it's restricted, covenant controlled distribution method.

• Key section assignment shall be determined by the manufacturer based on system requirement and its geographical location to provide maximum protection to the end-user.

• All keys shall be milled by code. The key blade shall be of nickel silver, and available with a nickel silver bow.

• All keys shall be embossed “Restricted Do Not Duplicate” and shall have the capability to provide industry standard Visual Key Control for each permanent key cut.

• The manufacturer shall have the capability of establishing a master key system, while incorporating a construction key (CMK) feature, to avoid the use of temporary cylinders. The manufacturer shall warrant that there are no unintentional cross keying within a factory supplied and controlled system.

• The cylinders shall be immediately re-keyable to a new combination of or a new system at any time desired, and shall be serviceable on location. The cylinders shall require no modification, when installed to any


APPENDIX 2 - SCOPE


worldwide recognized brands of commercial grade locksets.

• The manufacturer shall make available to the end-user, a key control software system, which will incorporate the vital information of the system, in order to control the issuance and tracking of available cut keys. The software shall have the capability to record key holders, issuance and return of keys, print receipts of issuance and return of keys and generate various reports, including list of keys in circulation, list of key holders and locks. The manufacturer shall provide training on the software application and key control management techniques.

5.3.3.2 Closed Circuit Television (CCTV)

The City of Vancouver includes herein a preliminary listing of acceptable CCTV equipment for purchase/installation within any city related sites/ structures:

Fixed Camera – defined as a camera that will provide a fixed view of a specific location/area. For this purpose the City of Vancouver views as a minimum standard the following manufacturer: • Panasonic/Pelco/Avigilon

PTZ Indoor – defined as a camera that provides the functionality of pan, tilt, zoom to view an interior enclosed location/area. For this purpose the City of Vancouver views as a minimum standard the following manufacturer: • Panasonic /Pelco

PTZ Outdoor – defined as a camera that provides the functionality of pan, tilt, zoom to view an exterior location/area and is designed to withstand inclement weather conditions. For this purpose the City of Vancouver views as a minimum standard the following manufacturer: • Panasonic /Pelco


APPENDIX 2 - SCOPE


Vandal Proof – defined as a camera specifically designed to be located in areas where it may undergo abuse of a periodic or sustained nature. For this purpose the City of Vancouver views as a minimum standard the following manufacturer: • Panasonic /Pelco

Traffic Application – defined as a camera system that provides the functionality of pan, tilt, zoom to view areas of traffic and is designed to withstand inclement weather conditions. For this purpose the City of Vancouver views as a minimum standard the following manufacturer: • Pelco

Lenses – (if not otherwise integrated into camera). For this purpose the City of Vancouver views as minimum standard suitable products from the following manufacturer: • Pentax or equivalent.

Monitors – For this purpose the City of Vancouver views as minimum standard suitable products from the following manufacturer: • Panasonic or equivalent.

Digital Video Recorder – defined as equipment to allow for the capture of CCTV surveillance footage directly to recorder hard drive allowing for more effective/efficient storage and retrieval. For this purpose the City of Vancouver views as a minimum standard, and will be dependent on application needs as determined, the following manufacturer: • Pelco or equivalent.

Network Video Recorders – defined as equipment connected to a network that is designated to record video streams delivered by networked cameras and video servers. For this purpose the City of Vancouver views as a minimum standard, and will be dependent on application needs as determined, the following manufacturer: • Pelco or equivalent.

Racking/Consoles - For this purpose the City of Vancouver views as minimum standard suitable products from the following manufacturer: • Winsted or equivalent.


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5.3.3.3 Access Control System

The City of Vancouver currently employs Keyscan Vantage as its standard to provide for its access control needs. Vancouver Public Library utilizes the Lenel access control system.

6.0 Performance Standards

6.1 Response Times

The Proponent and subcontractors will be required to meet the following response time standards across this contract:

6.1.1 Changes to schedule – Short Notice Call-outs

The City will attempt to minimize changes to the agreed staffing schedule and will try to provide at least forty eight (48) hours notice of any changes, however Proponents should realize that this may not always be possible. The City requires proponents to be able to respond to short notice call-outs within four (4) hours.

6.1.2 Provision of short notice staff (not scheduled)

The Proponent will undertake to provide up to twenty five (25) uniformed security guard staff within four hours notice.

6.1.3 Alarm Calls

Proponents are required to respond to alarm calls on all City sites within twenty (20) minutes.

6.1.4 Technical Support

Proponents are required to respond to technical calls within a period of four (4) hours. This could be either a ‘remote’ response or through the deployment of a member of staff to the site in question. Such a determination will be dependent upon the respective situation.

6.2 Service Guarantees

Should a Proponent – or subcontractors – fail to meet the required response times outlined above, the City will impose a pricing adjustment directly related to the specific service failure in question. The service guarantee charges are tabulated below and it is the intention, wherever possible, to deduct the sum in question from billings. Proponents should note that these guarantee charges are distinct and separate from the Performance Guarantee as described in Part C – Special Conditions Section 1.0 (‘Performance Guarantee – Letter Of Credit’) and any deductions made in respect of these service guarantees will be from invoiced payments only.


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A mutually acceptable mechanism for the administration of this process – and for the handling of disputes - will be agreed between the chosen Proponent and the City’s designated representative(s) prior to contract.

The pricing adjustments indicated in the table below are a genuine pre-estimate of liquidated damages that may be suffered by the City and shall not be construed as a penalty. They are based upon the estimated cost of providing a replacement service at short notice and take into account industry norms.

Table 3 Service Guarantees

SERVICE FAILURE PROPOSED PRICING ADJUSTMENT

Failure to provide a scheduled Mobile Patrol

Three (3) times the agreed billing rate

Failure to provide – non-scheduled -staff within four (4) hours notice

$50.00 per hour per member of staff. This price adjustment will be ‘capped’ at $1250.00, being the equivalent of twenty five (25) guards on any one occasion

Failure to cover a scheduled shift*

$50.00 per hour that the shift remains unfilled

Failure to respond to an alarm

Three (3) times the agreed billing rate

* Proponents should note that no shift shall be left uncovered at any time. In the event of a ‘no show’ the staff member in post shall remain at that post until relieved.

7.0 Training

7.1 Training of Staff - General

The Proponent will ensure that all staff assigned to this contract receive the requisite initial and ongoing training to allow them to effectively perform their duties. In particular, the Proponent will ensure that all assigned Security Guard and Supervisory Guarding staff will have received at minimum forty (40) hours of Basic Security Training, and twenty-four (24) hours of Advanced Security Training as required by British Columbia provincial legislation prior to commencing their duties and each member of staff will have received a valid Provincial Security Employee License, issued upon successful completion of the training.

7.2 Training of Staff – Site Specific

All staff assigned to this contract will receive, at the expense of the Proponent, eight (8) hours site-specific and duty-specific training prior to deployment, unless otherwise agreed with the designated representative(s) of the City of Vancouver. The exceptions to this rule are outlined below.


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Proponents will be required to ensure that staff assigned to certain key sites receive, at the expense of the Proponent, additional site- specific and duty- specific training prior to their deployment. Completion of this training will be a prerequisite of assignment to the sites in question. These sites and the additional training required are as follows:

Vancouver Public Library 20 HOURS EasyPark 16 HOURS

7.3 Training Records

The Proponent will make and keep records of all training taken by each member of staff assigned to this contract and will make such records available for inspection by the City’s designated representative(s) upon request.

8.0 Quality Assurance

8.1 In order to evaluate the performance of the Proponent – and subcontractors - across this contract a Quality Assurance Audit will be undertaken by the Proponent on a regular basis throughout the life of the contract. This ongoing audit is seen as an intrinsic part of the management of this contract and the mechanics of this process will be developed, prior to the start of the contract, by the chosen Proponent in consultation with the City’s designated representative(s). It is envisaged that effective and fair performance measures will be mutually agreed. The audit will seek to measure – and ultimately assure -the quality and conformity of performance and service delivery in all areas and job functions.

9.0 Administration and Human Resources

9.1 The Proponent will be required to monitor, evaluate and report deficiencies in safety and security and the performance of personnel; resolve or recommend remedies to resolve deficiencies; administer security matters, and report administrative and human resources issues to the City’s designated representative(s). In particular, the Proponent will ensure that the following specific tasks and duties are performed:

• Supervise, guide and direct personnel; • Complete performance logs on personnel as necessary; • Develop, institute and administer a performance evaluation system and

conduct performance evaluations of all personnel assigned to this contract;

• Develop, institute and administer training, and training

manuals/handbooks for assigned staff; • Investigate and report on incidents assigned to the Proponent by the

City, interview all relevant parties, record written statements, collect and document physical evidence and when requested, prepare reports


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and/or documents for review by the City’s designated representative(s); and

• Complete corrective action reports when training and/or remedial

discipline is required 10.0 Questions for Proponents

Proponents must answer all of the following questions taking care to maintain the existingorder and numbering sequence. Responses should be concise, clear and relevant. Should you wish to provide any additional information or documentation, which you believe pertinent, please place such information in an Appendix to the main document. Appendices should be clearly titled and tabulated and cross-referenced in the body of the text.

10.1 Company Background

(a) Please provide an overview of the ownership structure of your company

and those of your sub-contractors or consortium partners. (Are they privately owned, partnerships, Incorporated, etc.) In what year were they established/ incorporated?

(b) What do you consider to be the core service(s) of your organization and

those of your subcontractors? (c) Please provide up-to-date details of your three (3) largest security

contracts, including revenue value and, where appropriate, hours.

• Please provide named client references for these three contracts indicating the official position of the referees and including telephone & e-mail.

• Please also provide two (2) current client references with

contact details for each subcontractor or consortium partner. (d) Please indicate the size and value of the three largest contracts that

you have lost over the last 36 months, outlining the reasons for any such losses. Please also provide client contact details as above.

• What contracts have your sub-contractors lost over this period?

Again please provide details and reasons. (e) As Prime Contractor is your organization registered under the Security

Services Agencies Act of B.C.?

• Which subcontractors or members of your consortium also hold provincial licenses, including Private Investigator, Security Consultant or Locksmith licenses?

• Who is the designated license holder in each concern?

(f) Have you or any other your sub-contractors ever worked with the City

Of Vancouver? What about other federal, provincial or municipal governments? Please provide examples.


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10.2 Staffing, Compensation & Benefits

(a) Please provide the following details of your firm’s staffing and

structure:

i) How many permanent staff do you employ? ii) How many part-time or temporary staff do you employ? iii) How many of these work in security related functions? iv) How many administrative and clerical staff do you have? v) Please indicate which of these are full-time and part-time. vi) How many staff are employed by your sub-contractors? vii) How many of these are employed in technical disciplines, such

as installation? viii) Please indicate the number of:

(a) Qualified Locksmiths (b) Private Investigators (c) Private Investigators Under Supervision (d) Consultants within your own organization and those of

your subcontractors.

(b) Please provide an up to date copy of your company’s Organizational Structure, indicating clearly any positions not currently occupied or created within the last 6 months. Please indicate the names of the current post-holders.

(c) Please also provide an organizational chart outlining the management/

supervisory structure proposed for this contract. How does this organizational structure relate to the company structure above?

• Please indicate how you envision your sub-contractors fitting in

with this structure. (d) Who handles Human Resources (H.R.) management in your

organization? What H.R. experience, qualifications and training do they possess?

(e) Please provide details of the procedures your company employs for the

recruitment and selection of staff.

• Who has hiring responsibility? • Who handles recruitment? • What experience, qualifications and training in this field do

they possess? • What is your security screening process?


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• What kind of background checks do you perform during selection process for new staff?

• Do you require a criminal records check of all applicants? (f) What is your compensation philosophy? How do you determine how to

reward your staff? (g) How in practice do you attract and retain staff?

• How would you do this on this contract up to and beyond the year 2012?

• How will you attract and retain managers, supervisors and technical staff?

(h) Please provide details of any other staff incentive programs that you

currently provide. How do you assess the effectiveness of these initiatives?

(i) What qualifications, including professional security certifications, do

your senior staff and operational management personnel hold? Please provide details.

(j) What methods does your company adopt to respond to short-notice or

out-of-hours requests for additional staff? Please provide details.

• From an administration and billing perspective, what constitutes ‘short notice’ for your organization or those of your subcontractors?

(k) Under what circumstances would you or your subcontractors propose to

charge overtime on this contract? Please provide full details of all overtime rates.

(l) Please provide details of your existing benefits coverage.

• What percentage of staff have this coverage? Please indicate eligibility requirements (waiting periods, hours required, etc.), any deductibles and any differences in coverage for respective staff groups.

(m) Please provide details of any collective agreements currently in place,

including expiry dates. (Note – legal will incorporate clause re industrial action.)

10.3 Training

(a) Who has responsibility for training delivery within your organization?

What training experience, qualifications and background do they possess?

(b) Please provide details of all training that you provide to security staff,

including Security Training (BST) and Advanced Security Training (AST), supervisory and ongoing training.


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• What training do you or your subcontractors currently provide/arrange for specialist/technical/Information Technology (I.T.)? Please indicate which courses/ sessions are internal and which are contracted externally.

(c) How do you ensure that managers stay up to date on industry

developments and innovations? (d) How would you ensure that sub-contractors and their staff were trained

to an appropriate level to meet the needs of the City of Vancouver?

10.4 Contract Management

(a) Who do you propose to appoint as Contract Manager to lead this contract for you? What experience and qualifications does this person hold? Please provide a full resume.

• Will the Contract Manager hold any responsibilities outside this

contract, either at Head Office or with other clients? (b) How would you propose to manage operations across this contract? Please indicate the respective roles to be played by:

(i) contract management (ii) operational management (iii) field management. Who will do what?

(c) In addition to the Contract Manager, please identify the prospective

post-holders for other key roles and enclose their resumes, clearly outlining their experience and qualifications.

(d) What levels of autonomy do you envisage the Contract Manager and, if

appropriate, subordinate staff holding in respect of this contract? What financial authority might they hold?

• What decisions might need to be referred back to your head

office? (e) What level of management authority will the Prime Contractor have

over sub-contractors/ consortium members?

• How will operational and service delivery decisions be made? (f) How would you seek to maintain management continuity on this

contract? (g) Which key staff on this contract will be salaried? Describe the

remuneration level of these individuals, ideally indicating a salary range and outlining likely benefits and incentives.

10.5 Communication and Reporting

(a) How would you propose communicating with the City on this contract

with regard to:


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(i) strategic and (ii) operational matters?

(b) What is the communications mechanism for 24/7 contact between your

organization (as Prime Contractor), your subcontractors and the City of Vancouver?

• What specific arrangements will exist for contact outside

normal business hours? (c) What is the nature and frequency of the formal meetings that you

currently envisage on this contract? (d) What types of reports do you currently provide for clients?

• What written and/or electronic reports/statistics would you intend to provide on this contract and with what regularity?

(e) As an organization what non-financial metrics do you track and why?

• What do you believe are likely to be the Key Performance Indicators (KPIs) on this contract and what will they ideally tell (a) you as a contractor (b) the City as a client?

10.6 Systems and Equipment

(a) Explain how your I.T. architecture will be secured in the event that you

hold any City information on your system.

• How would you protect this information: (i) resident in device (ii) in transit?

• Will the City have permission to audit these measures?

(b) Who has responsibility for IT and computing within your organization

and within those of your subcontractors? What experience/qualifications do they possess in:

(i) I.T. (ii) I.T. Security?

(c) What electronic systems and tools would you intend to utilize for the

management of information on this contract? (d) What experience does your company or your subcontractors have with

Access Control, Closed Circuit Television (CCTV) and Alarm systems?

• Which systems do you currently operate on behalf of clients? Do you have any experience of specification and/or installation?

• What dealer licenses do you currently hold?


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(e) What will be your pricing mechanism for systems and equipment for Access Control, CCTV and Alarms?

• How will you ensure that the City makes the most appropriate

purchases while getting the best value for money? (f) How will you save the City money on the maintenance of existing

equipment? (g) What system, if any, do you currently utilize for incident reporting?

• Please indicate your level of familiarity with the PPM Perspective incident reporting and management system

(h) How many vehicles dedicated to supervision, support, mobile patrol

and/or alarm response does your company have on the road per shift? Please provide details.

(i) What is your firm’s – or your subcontractor’s - estimated 24/7/365

response times to alarms in the Lower Mainland?

10.7 Service Delivery, Standards & Quality

(a) How would you and, where appropriate, your subcontractors intend to handle staff scheduling on this contract?

(b) What metrics do you currently utilize to evaluate staff performance? (c) What measures or initiatives would you adopt to ensure staff

performance on this contract? (d) As Prime Contractor on this contract, how would you ensure service

delivery amongst your sub-contractors? (e) Describe in detail how you measure and maintain quality within your

organization. What formal procedures, if any, do you utilize? (f) As Prime Contractor, how would you maintain quality control over your

sub-contractors?

• What measure would you employ to ensure compliance and performance?

(g) How would you balance the competing demands of other clients in

order to ensure continuity of service to the City?

• What is your philosophy on transferring staff from one contract to another? Does this philosophy vary for management and technical staff?

(h) What services do you envisage providing In the event of an alarm call

out to a City property?


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• What mechanism would you use to cost this service? Please provide details.

10.8 Transition Planning

(a) Describe the strategy you typically adopt when approaching the

takeover of a new contract. (b) What factors would you be likely to consider when devising a transition

plan for this contract? (c) What aspects of the contract might require particular attention and

why? (d) What resources would you propose to dedicate to transitional

arrangements - after the award but before the inception of the contract? Please provide details.

10.9 Value Added Services and Innovations

(a) What new systems or approaches might you adopt in order to optimize

service delivery on this contract? (b) In what areas do you believe your organization and/or those of your

subcontractors can add the greatest value?

Document1

GENERAL CERTIFICATE OF INSURANCE

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

2. NAMED INSURED: [must be the same name as the Permittee/Licensee or Party(ies) to Contract and is/are either an individual(s) or a legally incorporated company(ies)]

MAILING ADDRESS:

LOCATION ADDRESS:

DESCRIPTION OF OPERATION, CONTRACT, AGREEMENT, LEASE, PERMIT OR LICENSE:

3. PROPERTY INSURANCE naming the City of Vancouver as a Named Insured and/or Loss Payee with respect to its interests and shall contain a waiver clause in favour of the City of Vancouver. (All Risks Coverage including Earthquake and Flood) INSURED VALUES: (Replacement Cost)

INSURER: Building and Tenants’ Improvements: $

TYPE OF COVERAGE: Contents and Equipment: $

POLICY NUMBER: Deductible Per Loss: $

POLICY PERIOD: From to

4. COMMERCIAL GENERAL LIABILITY INSURANCE (Occurrence Form) Including the following extensions: LIMITS OF LIABILITY: (Bodily Injury and Property Damage Inclusive) √ Personal Injury √ Products and Completed Operations Per Occurrence: $ √ Cross Liability or Severability of Interest √ Employees as Additional Insureds Aggregate: $ √ Blanket Contractual Liability √ Non-Owned Auto Liability All Risk Tenants’ Legal Liability: $

INSURER:

POLICY NUMBER: Deductible Per Occurrence: $

POLICY PERIOD: From to

5. AUTOMOBILE LIABILITY INSURANCE for operation of owned and/or leased vehicles

INSURER: LIMITS OF LIABILITY:

POLICY NUMBER: Combined Single Limit: $

POLICY PERIOD: From to If vehicles are insured by ICBC, complete and provide Form APV-47.

6. UMBRELLA OR EXCESS LIABILITY INSURANCE LIMITS OF LIABILITY: (Bodily Injury and Property Damage Inclusive)

INSURER: Per Occurrence: $

POLICY NUMBER: Aggregate: $

POLICY PERIOD: From to Self-Insured Retention: $

7. OTHER INSURANCE (e.g. Boiler & Machinery, Business Interruption, Crime, etc.) – Please specify Name of Insurer(s), Policy Number, Policy Period, and Limit

8. POLICY PROVISIONS: Where required by the governing contract, agreement, lease, permit or license, it is understood and agreed that: a) The City of Vancouver, its officials, officers, employees, servants and agents have been added as Additional Insureds with respect to

liability arising out of the operation of the Named Insured pursuant to the governing contract, agreement, lease, permit or license; b) SIXTY (60) days written notice of cancellation or material change resulting in reduction of coverage with respect to any of the policies

listed herein, either in part or in whole, will be given by the Insurer(s) to the Holder of this Certificate; the exception is cancellation for non-payment of premiums in which case the applicable statutory conditions will apply;

c) The insurance policy (policies) listed herein shall be primary with respect to all claims arising out of the operation of the Named Insured. Any insurance or self-insurance maintained by the City of Vancouver shall be in excess of this insurance and shall not contribute to it.

SIGNED BY THE INSURER OR ITS AUTHORIZED REPRESENTATIVE Dated: PRINT NAME OF INSURER OR ITS AUTHORIZED REPRESENTATIVE, ADDRESS AND PHONE NUMBER

APPENDIX 3


PART D – FORM OF AGREEMENT

December 16, 2011

PART D – FORM OF AGREEMENT

This PART D – FORM OF AGREEMENT contains the City’s proposed terms and conditions for the Agreement that will be executed between the City and the successful Proponent, if any.

[See Attached]

PART D - FORM OF AGREEMENT

__________________________________________________________________________________________________________________________________________________________________________________

PS20110718 Page D - 1 December 16, 2011

THIS AGREEMENT dated the day of , 200 BETWEEN:

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

(herein after called the "City") AND:

< Name of Contractor >, a corporation incorporated pursuant to the laws of and having office(s) at < Address of Contractor >

(herein called the "Contractor") BACKGROUND: A. Pursuant to the Request for Proposals, No. PS20110718 (the "RFP") the City invited proposals

from qualified Proponents for Integrated Security Services that meets the requirements set out in the RFP;

B. In response to the RFP, the Contractor submitted the Contractor’s Proposal proposing to

perform the Requirements on the terms and conditions of the RFP and as supplemented and varied by the Contractor’s Proposal;

C. The City has agreed to retain the Contractor for the performance of the Requirements on the

terms as set out in this Agreement and the RFP, as supplemented and varied by the Contractor's Proposal, and the Contractor has agreed to perform the Requirements on those same terms.

THE CITY AND THE CONTRACTOR NOW AGREE as follows:

1.0 Definitions

The following words and terms, unless the context otherwise requires, have the meanings set out below:

“Additional Compensation” has the meaning set out in Section 4.2;

“Agreement” means the agreement between the City and the Contractor as set out in the Contract Documents;

“City” means the municipal corporation, generally known as the City of Vancouver, as described under the Vancouver Charter;

“City’s Designated Representatives” means the City’s employees or representatives who are authorized in writing to deal with the Contractor on behalf of the City in connection with the goods and services or to make decisions in connection with the Contract;


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“Claims” means third party claims, counterclaims, complaints, demands, causes of action, liabilities, obligations, damages, losses, legal fees, liens, awards, costs, expenses and disbursements (including without limitation reasonable legal fees and court costs on a solicitor and own client basis) of any nature or kind, whatsoever and howsoever arising, whether known or unknown, whether in law or in equity or pursuant to contract or stature, and whether in any court of law or equity or before any arbitrator or other body, board or tribunal; “Contract Documents” means this Form of Agreement, the Contractor’s Proposal Documents, the RFP and such other documents as listed in this Form of Agreement, including all amendments or addenda agreed between the parties; “Contract Price” has the meaning set out in Section 5; “Contractor” means the entity defined as such on the front page of the Contract Documents;

“Effective Date” means the date on which this agreement takes legal force and effect and is the date set out on the first page of these Contract Documents;

“HST” means the tax payable and imposed pursuant to part IX of the Excise Tax Act (Canada) as amended, including any provincial component collected by Canada on behalf of British Columbia, and any successor legislation thereto;

“Proceedings” means third party actions, suits, proceedings and hearings of any nature and kind in any court of law or equity or before any arbitrator or other body, board or tribunal.

“Proposal” means the proposal submitted in response to the RFP by the Contractor;

“Requirements” or “Services” means all of the specifications, requirements and services set out in Schedule A of RFP that the Contractor must provide; “RFP” means Request for Proposal No. PS20110718 including, but not limited to: Part B - Instructions to Proponents; Part C – Form of Proposal; Part D – Form of Agreement; Appendix 1 – Certificate of Existing Insurance; Appendix 2 – Scope; Appendix 3 – Certificate of Insurance; any additional attachments listed in the Table of Contents; and any amendments, addenda, and/or clarifications pertaining to the RFP; “Security Clearance” means the security clearance level required of the City from time to time for personnel being allowed access to any Work Site.

“Sub-Contractor” mean all sub-contractors, suppliers and agents of the Contractor listed in Schedule D of the RFP; "Term" means the term of this Agreement, as set out in Section 6. “Unavoidable Delay” has the meaning set out in Section 9;

“WorkSafeBC” means the Workers' Compensation Board of BC and all regulations enacted pursuant to the Workers' Compensation Board of BC, all as amended and re-enacted from time to time; “Work” means all the labour, materials, equipment, supplies, services and other items necessary for the execution, completion and fulfilment of the Requirements; “Work Site” means any site(s) owned or controlled by the City where the Requirements are to be performed.


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2.0 Contract Documents

2.1 The terms and conditions of the Contract Documents, whether or not actually attached to this Form of Agreement will govern the terms of this Agreement. The Contract Documents are complementary, and what is called for by any one will be as binding as if called for by all. In the event of any inconsistency or conflict between any of the terms and conditions within these Contract Documents, the provisions of the Contract Documents will take precedence and govern in the following priority:

(a) this Agreement; (b) the RFP; (c) any Addenda to the RFP issued by the City; and (d) the Contractor's Proposal.

3.0 Requirements

3.1 The Contractor will supply the City with the Requirements set out in Appendix 2 of the RFP and anything and everything else necessary for or incidental to the Requirements including supplying all labour, supervision, management, overhead, materials, supplies, and all other things necessary for or incidental to the Requirements and will perform the Work with care, skill, due diligence and efficiency. The Contractor shall exercise such degree of care, skill, diligence and efficiency in the performance of the Services as is required by the Standard of Work. The Contractor represents and warrants that it has all the skills, qualifications, certifications and experience necessary to perform the Services to the Standard of Work as contemplated by this Agreement and acknowledges that its skills, qualifications, certifications and experience were a major factor in the selection of the Contractor for the work set out in this Agreement. The parties shall act with utmost good faith towards each other in connection with this Agreement.

3.2 The Requirements as set out in the RFP have been prepared by the City to describe in

general terms the criteria that the Work must satisfy. Services not specifically described in this Agreement, but reasonably inferable therefrom, or reasonably necessary for the proper, safe and timely performance and completion of the Services, shall be deemed included in the Services. However, if there is any discrepancy in the description of the Requirements or any omission of criteria which would be detrimental to the benefits intended to be provided to the City by the Requirements, the Contractor will rectify such a discrepancy or omission to the satisfaction of the City without further compensation.

3.3 Without limiting any other remedy with the City may have under this Agreement or at

law, the Contractor at its sole cost upon written request of the City shall rectify any of the Services which have not been performed in accordance with the care, skill, diligence and efficiency set out in Section 3.1 or which have not otherwise been performed in accordance with the terms of this Agreement, and shall do all such things that may be reasonably required by the City to satisfy the City that the Services have been duly performed or rectified in accordance with the terms of this Agreement.

3.4 The Contractor shall cooperate, and coordinate the performance of the Service with

the City's personnel and the City's contractors, subcontractors, consultants and suppliers, with a view to optimizing efficiency, achieving cost reductions, ensuring safety, and minimizing inconvenience to the general public. Notwithstanding the foregoing, the Contractor shall have no liability for the acts or omissions of any persons for whom it is not responsible under the terms of this Agreement or at law.


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4.0 Change to Requirements - Services

4.1 The City may at any time, upon notice to the Contractor, increase, reduce or otherwise modify the scope of the Services and shall if required provide the Services to new business groups of the City as and when required, and the Contractor shall, subject to the provisions of Section 4.2 and 4.3, accept and perform such increased, decreased or modified scope of Services.

4.2 If the City requests an increase to the scope of Services, or if the Contractor reasonably

believes that any modification to the Services requested by the City constitutes additional work or services that would entitle the Contractor to additional fees and/or reimbursable expenses ("Additional Compensation") if that work or service was performed, the Contractor shall, prior to undertaking the work or service, provide to the City a contemplated change notice to setting out the Additional Compensation to which it believes it is entitled, which Additional Compensation will be determined based on pricing terms and methodology set out in _____________ (and which, in any event, is no less favourable to the City than the terms and methodology used to determine the compensation payable for the Services.) If the City accepts the Contractor's claim for Additional Compensation, it shall execute the contemplated change notice in the space provided for its approval, and such execution shall constitute an approved change order and the Contractor's authorization to proceed with the work. In the event that the City does not accept the Contractor's claim for Additional Compensation, the City may direct the Contractor to carry out the disputed work or services and the Contractor shall carry out the work or services so directed without prejudice to any right it may have to assert a claim for Additional Compensation after completion of the Services.

4.3 If the City requests a decrease to the scope of Services, or if any modification to the

Services requested by the City constitutes a deduction in scope that it would be reasonable to conclude entitles the City to a reduction in the compensation payable hereunder, the parties will negotiate an equitable reduction to the compensation payable in respect of the Services, and shall execute a contemplated change notice/change order to reflect such change in compensation. In the event the parties are unable to agree upon the amount of reduction to the compensation payable in respect of the reduced scope of Services, the City may direct the Contractor to carry out the reduced scope of services and will pay the Contractor shall reduced compensation as the City determines is equitable, without prejudice to any right the Contractor may have, after completion of the Services, to assert a claim for all or any portion of the compensation withheld by the City in reliance on this Section 4.3 (provided that the Contractor's claim shall not include any amount for loss of revenue or loss of profit).

4.4 The City may from time to time request reasonable changes to the key personnel of the

Contractor, and the Contractor shall comply with any such request. The Contractor shall not change any of the key personnel without the prior written approval of the City, which approval will not be unreasonably withheld.

4.5 All orders or instructions with respect to the Requirements issued by the (Dept or

entity) or the Manager of Supply Chain Management to the Contractor will be obeyed, performed and complied with by the Contractor promptly, efficiently and to the satisfaction of the City. However, if the Contractor is of the opinion that such orders or instructions are not authorized under the provisions of the Contract Documents or involve a change in the Requirements, it must promptly notify the City in writing before proceeding to carry them out and, in any event, within 2 days of the receipt of


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such orders or instructions. The giving of such notice to and receipt by the City will not constitute an acknowledgement by the City as to the validity of the Contractor's claim, and the City now reserves all rights to contest or dispute the Contractor's claim. If the Contractor does not so notify the City within the time so limited, it will not be entitled to later claim that the orders or instructions were not so authorized or involved a change in the Requirements. In any event, the giving of such notice to the City will not relieve the Contractor of its obligation to carry out and to obey such orders or instructions.

5.0 Price

5.1 Subject to Section 5.2, the prices for the Performance of the Requirements shall be as set out in Part C – Form of Proposal – Commercial Proposal.

5.2 The Contractor shall be paid on the basis and at the times set out in the payment schedule set forth in the Commercial Proposal and in accordance with Section 20 of this Agreement.

5.3 No Additional Compensation whatsoever shall be payable by the City for work performed by the Contractor which has not been approved in accordance with Section 4 hereof.

6.0 Term/Non-Exclusivity

6.1 The Contractor shall between the _____ day of 2012 and the _____ day of 2016 perform and complete the Services, subject to extension or earlier termination in accordance with the provisions of this Agreement. The Contractor shall complete the performance of the Services in accordance with the Contract Documents. The City may, at its sole discretion, opt to extend the term of this Agreement on a year by year basis for up to a further two years, to a total maximum of a seven year term to _________, 2019. If this Agreement is extended for one or more further one year periods, the terms and conditions of this Agreement will continue to apply, provided that the price for Services will be adjusted by an amount reflecting any increase in the labour rates payable by the Contractor to those employees engaged in the performance of the Services.

6.2 Where the parties continue to deal with each other following an expiry date, this Agreement will be deemed to be renewed for an additional one year period. However, during each additional one year period, this Agreement may be cancelled by the City without cause on at least 30 days prior written notice, or by the Contractor on at least 60 days prior written notice.

6.3 Despite any other term of this Contract, the RFP or the Proposal, nothing in this Agreement is intended to grant the Contractor any rights of exclusivity or any other right to be the sole supplier to the City of the Requirements, to supply a specified or minimum quantity of the Requirements to the City or any other similar right and the Contractor now acknowledges and agrees to same.


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7.0 Sub-Contractors

7.1 All Sub-Contractors are the responsibility of the Contractor.

7.2 The Contractor will be held as fully responsible to the City for the acts and omissions of its Sub-Contractors and of persons directly or indirectly employed by the Contractor, as for the acts and omissions of persons directly employed by it.

7.3 Nothing contained in any of the Contract Documents will create any contractual relationship between the Sub-Contractors and the City.

7.4 The Contractor agrees to ensure compliance by every Sub-Contractor with the terms and requirements of the Contract Documents.

7.5 The Contractor may retain approved Subcontractors to assist in the performance of the Services, provided that:

(a) the Contractor shall not subcontract all or substantially all of the Services to a Subcontractor;

(b) the Contractor shall require that the terms of this Agreement apply to its Subcontractors; and

(c) the Contractor shall be wholly responsible for the professional standards, performance, acts, defaults and neglects of such Subcontractors.

7.6 The Contractor represents to the City that all Subcontractors are competent and have the qualifications, designations, experience and capabilities necessary to carry out the Services to the Standard of Work. The Contractor shall cause all Subcontractors to exercise the degree of care, skill, diligence and deficiency in the performance of the Services as is required by the Standard of Work.

7.7 No Sub-Contractors will be permitted except those expressly named by the Contractor in its Proposal and then only for the Area of Responsibility set out beside their names in Part C – Form or Proposal – Management Proposal of its Proposal, or subsequently permitted in writing by the City pursuant to Section 8.0 - Assignment.

7.8 The Contractor, its Sub-Contractors, the officers, directors, shareholders, partners, personnel, affiliates and agents of the Contractor and its Sub-Contractors are not, nor are they to be deemed to be, partners, appointees, employees or agents of the City of Vancouver.

8.0 Assignment

8.1 Subject to Section 7, the Contractor will not assign, sublet, subcontract, or let out as task work any part of the Work or any of the Contractor's obligations under the Contract Documents to any third party, and will not assign or otherwise transfer any of the rights of payment under the Contract Documents to any third party, without in each case the prior written consent of the City which consent the City may arbitrarily withhold. If the City consents to any such assignment, subletting or letting out as task work of all or any part of the Work, the Contractor will in no way be relieved from its responsibility for the fulfilment of the Work, but will continue to be responsible for the same pursuant to this Agreement.

8.2 The Contractor shall not assign this Agreement, in whole or in part, or any payments due or to become due under this Agreement, either voluntarily, involuntarily or by


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operation of law, without the express written consent of the City, which may be unreasonably or arbitrarily withheld.

9.0 Time of the Essence

9.1 Time shall be of the essence of this Agreement.

9.2 Notwithstanding Section 9.1, neither the City nor the Contractor shall be deemed to be in default for delays in performance (other than delays in payment) caused by circumstances beyond the reasonable control of the non-performing party. For the purposes hereof, such circumstances include, but are not limited to, extreme weather conditions, flood, earthquake, fire, epidemic, war, riot and other civil disturbance, sabotage, judicial restraint and inability to procure permits, licenses or authorizations from any local, provincial or federal agency for any of the supplies, materials, accesses or services required to be provided by either the City or the Contractor under this Agreement. If any such circumstances occur, the non-performing party shall, as soon as possible after being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.

9.3 For all obligations of the Contractor pursuant to this Agreement, time is of the essence. The acceptance of a late performance, with or without objections or reservations by the City, will not waive the City’s right to claim damages for such breach nor constitute a waiver of the City of the requirement of timely performance of any obligation remaining to be performed.

10.0 Compliance with Laws, Permits and Regulations

10.1 In carrying out its obligations, the Contractor will familiarize itself and comply with all applicable laws, bylaws, regulations, ordinances, codes, specifications and requirements of all regulatory authorities, and will obtain all necessary licenses, permits and registrations as may be required by law.

11.0 Confidentiality

11.1 "Confidential Information" means all information and data disclosed orally, in writing or electronically, by one party to the other party on a confidential basis including, without limitation, all such information and data relating to the structure, personnel and operations of the disclosing party, including financial, planning, marketing, advertising and commercial information and strategies; employee, supplier and customer information and date; contractual agreements, records and correspondence; computer programs, computer-related data and databases; trade secrets, inventions, designs, methods, processes and know-how; and items provided or disclosed to a party by third parties under an obligation of confidentiality. Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of disclosure by a party in breach of this Agreement; (ii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, that is not, to the knowledge of the receiving party after due inquiry, bound by a duty of confidentiality prohibiting the disclosure thereof; or (iii) was within the receiving party's possession prior to being furnished by the disclosing party, as evidenced by written records of the receiving party; or (iv) is required to be disclosed pursuant to the order of a court of competent jurisdiction or government authority with jurisdiction over the performance of the Services.


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11.2 It is contemplated that in the course of the performance of this Agreement each party may, from to time, disclose its Confidential Information to the other party. During and after the term of this Agreement, subject to Section 11.4, each party agrees:

(a) to keep and use in strict confidence all Confidential Information of the other party that it acquires, sees or is informed of, as a direct or indirect consequence of this Agreement and to not, without the prior written consent of the other party, disclose any such Confidential Information; and

(b) not to use, copy, duplicate or reproduce, either directly or indirectly, any of the Confidential Information of the other party or any recollections thereof for any purpose other than for the performance of its obligations under this Agreement, without the other party's prior written approval, except in the case of disclosure to governmental or regulatory agencies or other third parties acting in an official or professional capacity relating to the Services.

11.3 Without limiting the generality of the foregoing, the Contractor shall not disclose any information, plans or designs to which the Contractor may have access by virtue of its connection with the Services to any person not expressly authorized by the City to review such information, plans or designs. The Contractor shall also cause all Subcontractors to comply with the foregoing confidentiality requirements. The City may make the following restrictions to safeguard the confidentiality of all such information, plans, designs and Work Product:

(a) restrictions upon persons to be permitted access to information, plans or designs;

(b) restrictions upon time and place of access and method of reproduction;

(c) restrictions upon uses to which such information, plans or designs may be put by the Contractor; and

(d) restrictions necessary, in the reasonable opinion of the City, to protect and safeguard confidentiality, both before and after the termination of this Agreement.

The City may require, and in such event the Contractor shall cause, any Subcontractor to execute an agreement with the City regarding the confidentiality of all information, plans and designs.

11.4 The Contractor acknowledges that information provided to the City may be provided to, or be available to, organizations and personnel that are subject to the Freedom of Information and Protection of Privacy Act (British Columbia) and the Access to Information Act (Canada). If the Contractor considers that any of its information is particularly sensitive, then the Contractor shall identify that confidential information as such and advise the City in writing.

11.5 Upon expiration or earlier termination of this Agreement, each party shall promptly cease all use of the Confidential Information of the other party and upon written request will return all Confidential Information.

11.6 The parties acknowledge that in the event of a breach by the either of them of their obligations of confidentiality, damages alone would not be an adequate remedy. Each party agrees that the other party, in addition to and without limiting any other right or remedy it may have, will have the right to an immediate injunction or other available


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equitable relief in any court of competent jurisdiction enjoining any threatened or actual breach of such obligations.

12.0 No Promotion of Relationship 12.1 The Contractor must not disclose or promote its relationship with the City, including by

means of any verbal declarations or announcements and by means of any sales, marketing or other literature, letters, client lists, press releases, brochures or other written materials without the express prior written consent of the City (except as may be necessary for the Contractor to perform the Contractor’s obligations under the terms of the Contract).

13.0 Protection of Person and Property

13.1 The Contractor will use due care that no persons are injured, no property damaged or lost, and no rights are infringed in the performance of the Requirements, and the Contractor will be solely responsible for all loss, damages, costs and expenses in respect of any injury to persons, damage of property, or infringement of the rights of others incurred in the performance of the Work or caused in any other manner by the Contractor, or its employees or Sub-Contractors.

13.2 The Contractor will effectively warn and protect the public and other personnel from any danger as a result of the Work being done.

14.0 Indemnification

14.1 The Contractor shall defend, indemnity and hold harmless the City and all past and present directors, officers, officials, agents, employees and representatives of the City from and against all Claims and Proceedings, whether direct or indirect, of any nature of kind whatsoever, either before or after the expiration or termination of this Agreement, arising out of or in connection with:

(a) any breach of this Agreement, wilful misconduct or negligent act, error or omission by the Contractor or any person for whom the Contractor is responsible at law or pursuant to the provisions of this Agreement, including without limitation, injury or death to anyone, loss or damage to property of any person, any claim or matter in dispute between the Contractor and any Subcontractor, and any failure or deficiency by the Contractor or any Subcontractor in providing the Services; and

(b) any infringement or alleged infringement of any copyright, patent, trademark, industrial design, trade secret or other intellectual property rights of any person, or of any obligation of confidentiality, in connection with the Services;

except only to the extent such Claims or Proceedings are attributable to a breach of this Agreement by the City or the wilful misconduct or negligent acts, errors or omissions of the City, another tenant of the City office complex or any of their respective past or present directors, officers, officials, agents, employees and representatives, or any third party performing work on behalf of the City for whom the Contractor is not responsible at law or pursuant to the provisions of the Agreement.


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15.0 Insurance Requirements

15.1 Without limiting any of its obligations or liabilities under the legal Form of Agreement,

the Contractor and its sub-contractors will obtain and continuously carry during the term of the Agreement at their own expense and cost, the following insurance coverage with minimum limits of not less than those shown in the respective items set out below.

15.2 All insurance policies will be in a form and in amounts satisfactory from time-to-time

and with insurers acceptable to the City’s Director of Supply Chain Management and will provide the City’s Director of Supply Chain Management with sixty (60) days prior written notice of material change, lapse or cancellation. Notice must identify the Agreement title, number, policyholder, and scope of work.

15.3 The Contractor and each of its sub-contractors will provide at its own cost any

additional insurance which it is required by law to provide or which it considers necessary.

15.4 Neither the providing of insurance by the Contractor in accordance with the

requirements hereof, nor the insolvency, bankruptcy or the failure of any insurance company to pay any claim accruing will be held to relieve the Contractor from any other provisions of the Form of Agreement with respect to liability of the Contractor or otherwise.

15.5 The insurance coverage will be primary insurance as respects the City. Any insurance or

self-insurance maintained by or on behalf of the City, its officers, officials, employees, or agents will be excess of this insurance and shall not contribute with it.

15.6 Prior to effective date, the Contractor will provide the City with evidence of all

required insurance to be taken out in the form of the attached Certificate of Insurance supported by a certified copy(s) of the policy(s). The Certificate of Insurance will identify the Agreement title, number, policyholder and scope of work and must not contain any disclaimer whatsoever. At all times thereafter, during the term of the Agreement, the Contractor must comply with all its insurance obligations described herein. Proof of insurance, in the form of a certificate of insurance or certified copies of all insurance policies will be made available to the City’s Director of Supply Chain Management at any time during the term of the Agreement upon request.

15.7 The Contractor will provide in its agreements with its sub-contractors clauses in the

same form as those found herein. Upon request, the Contractor will deposit with the City’s Director of Supply Chain Management detailed certificates of insurance for the policies it has obtained from its sub-contractors and a copy of the insurance clauses so provided in the said agreements.

15.8 The Contractor will obtain and maintain in full force and effect during the term of the

Agreement, insurance not less than that set out below and provide proof of such insurance provided by a company duly registered and authorized to conduct insurance business in the Province of British Columbia.

(a) Commercial General Liability insurance in sufficient amounts and description to

protect the Contractor, its sub-contractors, the City and its respective officers, officials, employees, and agents against claims for damages, personal injury including death, bodily injury and property damage which may arise under this Agreement.


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(b) The limit of commercial general liability insurance shall be not less than five

million dollars ($5,000,000.00) per occurrence inclusive for personal injury, death, bodily injury or property damage and in the aggregate with respect to products and complete operations. The deductible per occurrence shall not exceed five thousand dollars ($5,000) per occurrence.

(c) The policy of insurance shall:

i) be on an occurrence form; ii) add the City, those Business Groups and Boards included in the scope of

the contract, its officials, officers, employees and agents as additional insureds;

iii) contain a cross-liability or severability of interest clause; iv) extend to cover non-owned automobile, contingent employer’s

liability, blanket contractual liability, contractor’s protective liability, broad form property damage, broad form completed operations and operations of attached machinery.

(d) The successful Proponent will ensure that vehicles owned and/or operated by

the successful Proponent in connection with the Agreement maintain Third Party Legal Liability Insurance in an amount not less than five million dollars ($5,000,000.00) per occurrence.

(b) The Contractor will maintain at its own expense a Commercial Blanket Bond

(Employee Dishonesty Insurance) covering the loss of money, securities and other property, which the Contractor and the City shall sustain in an amount of not less than $250,000 aggregate per occurrence, resulting directly from the fraudulent or dishonest acts committed by an employee of the Insured, acting alone or in collusion with others. The policy shall contain a deductible not exceeding $5,000 per occurrence and any deductible in relation to this requirement will be paid by the Contractor.

16.0 WorkSafeBC

16.1 The Consultant agrees that it will procure and carry and pay for, full WorkSafeBC coverage for itself and all workers, employees, servants and others engaged in or upon any work or service which is the subject of this Agreement. The Consultant agrees that the City has the unfettered right to set off the amount of the unpaid premiums and assessments for such WorkSafeBC coverage against any monies owing by the City to the Consultant. The City will have the right to withhold payment under this Agreement until the WorkSafeBC premiums, assessments or penalties in respect of work done or service performed in fulfilling this Agreement have been paid in full.

16.2 The Consultant will provide the City with the Consultant's and each Sub-consultant’s

WorkSafeBC registration number and clearance letters from WorkSafeBC confirming that the Consultant and each Sub-consultant are registered in good standing with WorkSafeBC and that all assessments have been paid to the date thereof prior to the City having any obligation to pay monies under this Agreement. The Consultant will indemnify the City and hold harmless the City from all manner of claims, demands, costs, losses, penalties and proceedings arising out of or in any way related to unpaid WorkSafeBC assessments owing from any person or corporation engaged by the Consultant in the performance of this Agreement or arising out of or in any way related


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to the failure to observe safety rules, regulations and practices of WorkSafeBC, including penalties levied by WorkSafeBC.

16.3 Whenever the Consultant is required or permitted to perform any Services on any City

sites, the Consultant is now appointed and now accepts appointment as the Prime Contractor in connection with such Services.

17.0 Character of Workers/Security Clearance

17.1 Notwithstanding any other remedies contained in this Agreement, on the written request of the City, the Contractor will immediately remove any employee, Sub-Contractor or agent from performing any Services pursuant to this Agreement for any reason including but not limited to the following:

(a) Intoxication; (b) Use of foul, profane, vulgar or obscene language or gestures; (c) Solicitation of gratuities or tips from any person for services performed under

the Contract; (d) Willful, negligent or reckless action in disregard of safety or sanitary

requirements or regulations; or (e) Loss of or failure to obtain appropriate or required Security Clearance; or (f) Any action which may constitute a public nuisance or disorderly conduct.

18.0 City’s Right to Remedy

18.1 Should the Contractor neglect to execute the Work properly or fail to perform any provision of the Contract, the City may, without prejudice to any other right or remedy it may have, make good such deficiencies and may deduct the cost thereof from the payment due to the Contractor.

19.0 Cancellation/Termination

19.1 This Agreement may be terminated before completion of the Services, anything to the contrary herein notwithstanding, as follows:

(a) by the City, at its option, upon 30 Business Days' notice to the Contractor, provided that in such event the City shall pay to the Contractor the amounts specified in Section 19.3; or

(b) by either party, at its option, at any time after the happening of an Event of Default.

19.2 For the purposes hereof, an "Event of Default" shall be deemed to occur if:

(a) in the case of either party:

(i) such party is in breach of any covenant, obligation or representation hereunder and such breach persists unremedied for a period of ten (10) Business Days after the non-defaulting party has provided the defaulting party with notice of and particulars of the breach or alleged breach, provided that the non-defaulting party may terminate without providing a cure period with respect to actions of the defaulting party that are part of a continuing course of conduct in respect of which prior written notice has been given; or


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(ii) such party is adjudged bankrupt, becomes insolvent or unable to discharge its liabilities as they become due, makes an assignment for the benefit of its creditors, is subject to the appointment of a receiver, or a petition of bankruptcy is made against it; and

(b) in the case of the Contractor only:

(i) there occurs or, in the reasonable opinion of the City, there exists a threat of, a strike, lockout, work slowdown, labour disturbance, or refusal to work by the employees or Subcontractors of the Contractor;

(ii) any Subcontractor becomes insolvent or unable to discharge its liabilities as they become due or makes an assignment for the benefit of its creditors or a petition of bankruptcy is made against it, and such situation will, in the City's reasonable determination, have an adverse impact on the Services.

19.3 Where this Agreement is terminated under Section 19.1(a), the City shall pay to the Contractor such part of the compensation as the City, acting reasonably, determines has been earned by the Contractor to the date of termination. Upon the termination of this Agreement and payment as required hereunder, the City shall have no further obligation or liability to the Contractor with respect to compensation payable to the Contractor hereunder and may as a condition of final payment under this Agreement require the Contractor to execute and deliver a release an discharge in favour of the City in relation to the compensation payable to the Contractor hereunder.

19.4 In the case of an Event of Default by the Contractor or if the Contractor fails to supply and provide the Services or any part thereof in accordance with this Agreement, the City may, without limiting any other rights it may have, remedy any deficiency and may engage others to do so, and may charge against the Contractor all extra costs and expenses in doing so. The City will be under no obligation to remedy any failure or deficiency on the part of the Contractor and will not incur any liability to the Contractor for any action or omission in the course of its remedying or attempting to remedy any such failure or deficiency, or for declining to exercise the rights identified in this Section.

19.5 Termination of this Agreement for any reason shall not prejudice, limit or affect any claim or matter outstanding prior to termination or obligations consequent upon termination or which by their nature survive termination as provided for herein including, without limitation, the obligations provided for in Sections ______________.

19.6 The City may, at any time and from time to time by delivery of notice in writing to the Contractor, suspend the performance of the Services for the period of time specified in such notice. In that event the City shall pay to the Contractor such part of the compensation as can reasonably be considered to have been earned by the Contractor to the date of the suspension, and any costs or expenses directly incurred and not reasonably avoidable as a result of such suspension. The Contractor shall have no claim against the City for any costs, expenses, damages or other liabilities suffered or incurred by the Contractor as a result of any suspension hereunder unless otherwise agreed by the City in writing

20.0 Payment

20.1 The Contractor shall submit invoices to the City on the basis and at the times set out in the payment schedule set forth in Schedule 1. Each invoice shall be clearly itemized to


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show the City contract number, the names (s) and position of each Contractor employee, number of hours worked, hourly charge out rate, the taxes (and the Contractor's GST/HST registration number), and the costs incurred to employ any Subcontractors or engage outside suppliers. The Contractor shall also provide to City all employee time sheets or other evidence as may be required in support of each invoice.

20.2 The Consultant will, by the 25th of the month, provide to the City’s Project Manager a draft invoice with an attached detailed account of all charges to be claimed by the Consultant for the current month. The City’s Project Manager shall review, raise any concerns with the Consultant within ten working days and, after settlement, if necessary, approve the draft invoice. The Consultant, if so requested, will meet with the City’s Project Manager to expedite and settle of the draft invoice. The Consultant will submit its final invoice, as per the approved draft invoice, to the City of Vancouver, Attention: Accounts Payable, P.O. Box 7757, 349 West Georgia Street, Vancouver, BC, V6B 0L5 or by email to [email protected]. The invoice must contain:

(a) Consultant name, address and telephone;

(b) City purchase order number;

(c) City’s Project Manager;

(d) invoice number and date; and

(e) GST/HST registration number.

20.3 Except for any amounts which the City is in good faith disputing, any set off which the

City may clam, any amounts in respect of which the City has requested and not received supporting evidence and any holdback required to be made under Applicable Law, the City shall pay invoices submitted to it for the Services within 30 days of receipt thereof.

20.4 The Contractor shall keep, and shall cause any Subcontractors to keep, books, records, documents, invoices, receipts and other evidence relevant to the provision of the Services in accordance with generally accepted accounting principles and practices consistently applied. The City or any of its duly authorized representatives shall, for the purpose of audit and examination, have access to and be permitted, upon reasonable notice to the Contractor, to inspect such books, records, documents and other evidence for review, copying and audit at any time and from time to time while this Agreement is in effect and for a period of three years after the expiry or termination of this Agreement for any reason.

20.5 The city may, if applicable, withhold any holdback required by the Builders Lien Act (British Columbia).

20.6 The Contractor will pay to the City as a Price Adjustment those amounts set out in Section 4.2, Commercial Proposal, Part C – Form of Proposal of the RFP not as a penalty, but as a genuine pre-estimate of the City's actual out-of-pocket costs resulting from the service failure and as liquidated damages.


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21.0 Contract Management and Representation

21.1 The Contractor and the City will comply with and implement the transition plan and protocol for the management of the Contract as set out in (Insert Final Plan Document Reference).

21.2 The Manager of Supply Chain Management and the Project Manager, Security Services will have Conduct of the Contract.

21.3 The Contractor’s Contact Person will be < Name / Position >,____________________ and will make decisions to ensure that the Contract implementation and day-to-day operation are as specified in the RFP,(Insert Plan Document Reference). and will serve as a point of contact for the City.

21.4 The Contractor’s overall performance and the quality of its work will be determined by the City. Performance will be judged on such factors as service levels including the frequency of back-orders, product quality, dependability, and such other issues that the City determines are key performance indicators. Where the Contractor’s performance or personnel does not meet the experience, knowledge, skills and abilities necessary for the fulfilment of this Agreement, (_ name of person, title and entity __) or the Manager of Materials Management will provide the Contractor with reasonable written particulars of same, so as to afford the Contractor a reasonable opportunity to improve and correct performance.

21.5 Nothing in this Section 21 modifies or limits the City’s legal rights and remedies under Section _______ and at law or in equity.

22.0 Notices

22.1 Addresses for Notice

Any notice required or permitted to be given by one party to another pursuant to this Agreement must be delivered or sent by e-mail or fax as follows:

TO CITY:

CITY OF VANCOUVER 453 West 12th Avenue Vancouver, British Columbia V5Y 1V4 Attention: < Name / Position > < Phone/Fax # > < E-mail >

with a copy to: Attention: Category Manager, Pierre Lagace Fax: (604) 873-7057 E-mail: [email protected] Attention: Director of Legal Services Fax: (604) 873-7445 E-mail: [email protected] TO CONTRACTOR:


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< Name of Contractor > Contractor's address Contractor's address Attention: < Phone/Fax # > or such other person, position, address as one party may advise the other from time to time or at any time, by delivery and any notice given in accordance with this or any other more specific provision of this Agreement is deemed to be received as at the time of delivery or receipt of fax or e-mail confirmation as applicable. Only where expressly authorized by this Agreement may notice be given verbally or by telephone.

22.2 Notice of Actions against Contractor

The Contractor will notify the City immediately upon the written threat or

commencement of any actions brought against the Contractor or any of the Contractor's Sub-Contractors or Affiliates, the outcome of which may affect the rights of the City, or the ability of the Contractor to comply with its obligations under this Agreement.

23.0 Set-off

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

24.0 Relationship of Parties

24.1 The Contractor is engaged as an independent party for the sole purpose of providing the Services. Neither the Contractor nor any of the Contractor Personnel is engaged as a director, officer, employee, servant or agent of the City, and neither the Contractor nor any of the Contractor's personnel shall enter into or purport to enter into any contract or subcontract on behalf of the City. All Subcontractors shall be consultants, agents, associates or subcontractors, as the case may be, of the Contractor and shall not be consultants, agents, associates or subcontractors of the City. It is understood and agreed that the Contractor will act as an independent contracting part to the City and that no joint venture, partnership or principal-and-agent relationship exists between them in connection with this Agreement or otherwise, and the parties covenant that they will not assert otherwise. It is further understood and agreed that the Contractor is entitled to no other benefits or payments whatsoever other than those specified in this Agreement.


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24.2 The Contractor declares that to the best of its knowledge none of the Contractor, its Subcontractors, and their respective directors, officers, employees and agents, have any pecuniary interest or any other current or past interest or dealings, including with any directors, officers or employees of the City, that would cause a conflict of interest or be seen to cause a conflict of interest in carrying out the Services. Should such a conflict or potential conflict arise during the term of this Agreement, the Contractor shall declare it immediately in writing to the City. The City may direct the Contractor to resolve any conflict or potential conflict to the City's satisfaction. The Contractor warrants that neither the Contractor nor any of its Subcontractors, or any of their respective directors, officers, employees or agents, has any predisposition, affinity or association with any third party which would impair or qualify the provision of the Services or cause a breach of this Section 24.2.

24.3 Except as otherwise expressly provided, nothing in this Agreement shall be construed

to give any rights or benefits to anyone other than the City and the Contractor. 24.4 If a joint venture or partnership, the Contractor represents and warrants that all

members of the joint venture or partnership are as indicated on the execution page of this Agreement and have duly executed same. The obligations and liabilities of the members of a joint venture or partnership executing this Agreement as the Contractor will be joint and several.

25.0 Compliance with Laws and Taxes

25.1 Compliance with Laws. In carrying out its obligations hereunder, the Contractor shall comply with, and shall cause all Subcontractors to comply with, all Applicable Laws.

25.2 Regulatory Compliance. The Contractor shall upon request by the City provide certificates of compliance from regulatory bodies or other evidence of compliance, including as pertaining to any of the Subcontractors. The Contractor accepts full and exclusive responsibility and liability, and shall cause all Subcontractors to accept full and exclusive responsibility and liability, for payment of federal and provincial payroll taxes and for contributions for employment insurance, old age pensions, retirement annuities, workers' compensation, health and hospitalization plans and other benefits expressed under any provision of any law or any agreement to which the Contractor and the Subcontractors are subject.

25.3 Permits and Licenses. The Contractor represents and warrants that it has obtained and is in compliance with all requisite permits, professional designations, authorizations and licenses necessary for the Contractor to supply and provide the Services. Throughout the Term of this Agreement, the Contractor shall hold a valid Security Business License issued by the Province of British Columbia in accordance with the Private Investigators and Securities Act and regulations of British Columbia.

25.4 Non-Resident Withholding. If the Contractor is, at any time, a non-resident of Canada, within the meaning of the Income Tax Act (Canada) as amended, then, and the Contractor hereby so agrees, the City may deduct from all money payable under the Contract and remit to the Receiver-General of Canada, the Government of Canada or Canada Customs and Revenue Agency sums not greater than the greater of:

(i) twenty-five percent (25%) of all money payable under the Contract; and

(ii) sums required to be withheld and remitted by the Income Tax Act (Canada) as amended.


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The City will receive a further credit under this Agreement for money withheld as of and from the date of the withholding (regardless of when or whether remitted) and no interest will be payable by the City on sums withheld, not remitted as aforesaid and later paid directly to the Contractor.

25.5 Unless otherwise provided herein, the City will pay the HST on the Contract Price to the Contractor, provided that any increase or decrease in such HST will proportionately increase or decrease the amount due under the Contract(s).

25.6 Prices agreed upon are to be exclusive of HST, with all costs relating to freight, handling, import duties, brokerage, royalties, handling, overhead, profit and any and all other costs included as negotiated within this Agreement.

25.7 Invoices must separately show the appropriate amounts for HST. 26.0 General

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

26.2 Severability. The invalidity, illegality or unenforceability of any portion or provision of

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

26.3 Governing Law. This Agreement shall be construed under and according to the laws of

the Province of British Columbia and the parties agree to irrevocably attorn to the jurisdiction of the Courts of the Province of British Columbia.

26.4 Remedies Cumulative. The remedies of the parties provided for in this Agreement are

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

26.5 Further Assurances. Each party shall execute such further and other documents and

instruments and do such further and other acts as may be necessary to implement and carry out the provisions and intent of this Agreement.

26.6 Entire Agreement. This Agreement, together with any Contemplated Change

Notice/Change Order issued from time to time, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous communications, representations and agreements, whether oral or written, with respect to the subject matter hereof.

26.7 Amendment. This Agreement shall not be amended except as specifically agreed in

writing by both the City and the Contractor.


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26.8 Joint and Several Liability of Joint Venture Participants. If the Contractor is a joint

venture of two or more entities, it is understood and agreed that the grants, covenants, provisos, claims, rights, powers, privileges and liabilities of the Contractor shall be joint and several.

26.9 Enurement. This Agreement shall enure to the benefit of and be binding upon the City

and the Contractor and their respective heirs, executors, legal representatives, administrators, successors and permitted assigns.

26.10 Representation. By executing this Agreement, the Contractor represents that it has

carefully examined this Agreement, acquainted itself with all conditions relevant to the Services, made all evaluations and investigations necessary for a full understanding of any difficulties which may be encountered in performing the Services, and been given the opportunity to receive independent legal advice. The Contractor further acknowledges that this Agreement is sufficient for the proper and complete execution of the Services.

26.11 Failure to Enforce. Any failure by the City to enforce or require the strict keeping and

performance of any of the terms and conditions contained in the Agreement will not constitute a waiver of such terms and conditions, and will not affect or impair such terms and conditions in any way or the City's right at any time to avail itself of such remedies as the City may have for any breach or breaches of such terms and conditions.

AS EVIDENCE OF THE CITY’S AND CONTRACTOR’S agreement to be legally bound by the terms of the Contract Documents, the City and Contractor have signed and delivered this Agreement effective as the Effective Date. The Corporate Seal of the CITY OF VANCOUVER, was affixed in the presence of: ) ) ) (C/S) _____________________________ ) General Manager of Financial Services ) _____________________________ ) General Manager of Engineering Services ) ) _____________________________ ) Director of Supply Chain Management ) ) _____________________________ ) Director of[Insert Contractor’s Legal Services)


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The /Corporate Seal of < Name of Contractor > ) was affixed in the presence of: ) ) ) (C/S) _____________________________ ) Authorized Signatory ) ) ) ________________________________ ) Authorized Signatory )