metrolinx request for quote: relief line network study

7/27/2019 Metrolinx request for quote: Relief Line Network Study

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G:\Corporate\400wp - Corporate Infrastructure\Contract\RQQ-2013-SPC-037.doc\ks

REQUEST TO QUALIFY AND QUOTE

FOR

CONSULTANTS ASSIGNMENT

FOR

A RELIEF LINE NETWORK STUDY

REQUEST NO. RQQ-2013-SPC-037

CONTENTS

Instructions - 13 pagesRequest Submission Content - 7 pagesRequest Evaluation Criteria and Selection Process - 3 pagesForm of Request - 3 pagesAttachment #1Consultants Costs (Fees) - 3 pagesAttachment #2Consultants References - 3 pages

Sample Articles of Agreement - 3 pagesAppendix A General Conditions - 20 pagesAppendix B Consultants Scope of Services - 25 pagesAppendix C Metrolinx Services - 1 pageRequest Return Label #1 - 1 pageRequest Return Label #2 - 1 page


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INSTRUCTIONS Page 1 of 13


1. General

(a) You are invited to submit your bid (hereinafter referred to as a Request) foraRegional Relief Options Study, as more particularly described in the attacheddocuments (the Work) as required by Metrolinx.

(b) Requests shall be received by Metrolinx at 20 Bay Street, Suite 600, Toronto,Ontario, M5J 2W3, (Attention: Procurement and Contract Services Office), inaccordance with Article 6- Submission of Request herein, up to 3:00 p.m. localtime on Thursday, July 11, 2013(the Closing Date).

(c) Your Request is to be firm and irrevocable for one hundred and twenty (120)calendar days from the Closing Date.

(d) The Request to Qualify and Quote shall be evaluated in accordance with theRequest Evaluation Criteria and Selection Process.

2. Completion

(a) Persons submitting a Request to Metrolinx (hereinafter referred to as aConsultant) shall exercise extreme care when completing and submitting theirRequest Documents. Failure to provide all the information required or complywith all of the instructions herein may cause the Request to be found non-responsive and disqualified.

(b) The Request Documents shall be completed fully in ink in a clear and legiblemanner.

(c) Requests which do not contain an original signature in ink of an authorizedsignatory of the Consultant and which do not contain all pricing entries in inkshall be deemed non-responsive and disqualified.

(d) The Request shall be submitted on the original Request Document forms as issuedby Metrolinx and except for designated sections where the Consultant is to enterinformation, the Request Documents shall not be mutilated or altered in any wayincluding, but not limited to, write-ins, strike-outs of the pre-printed provisions orany other qualifying statements.

(e) Any submitted Request which contains such qualifying statements shall bedeemed non-responsive and disqualified unless such qualifying statements arewithdrawn in writing upon request by Metrolinx.

(f) If during the preparation of their Request, the Consultant desires to make a changewhich requires correction, alteration or erasure to any information previouslyentered in a designated section of the Request Document by the Consultant, eachsuch correction, alteration or erasure shall be initialled in ink by an authorizedsignatory of the Consultant.


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(g) All prices shall be firm and quoted in Canadian funds. The prices quoted in theRequest Documents shall represent full payment for all such Work as is necessaryfor the proper completion of the Contract.

(h) The person(s) executing on behalf of the Consultant, if a corporation, shall

indicate their title and confirm that they have authority to bind the corporation.Requests by individuals shall be witnessed.

3. Mandatory Site/Information Meeting

Not applicable.

4. Investigation By Consultants

(a) Consultants shall examine carefully the whole of the Request Documents and anydata referred to therein. They must make investigations necessary to informthemselves thoroughly as to the character and magnitude of the Work.

(b) The Consultant shall not claim at any time after the Closing Date and/or afternotification of award of the Contract that there was any misunderstanding oruncertainty in regard to the Request Documents or any of the contents therein.No plea of ignorance of conditions which exist, or any conditions or difficultiesthat may be encountered, shall be accepted as a reason for failure to complete theContract or as a basis for claims for additional compensation or extension of time.

(c) Any questions concerning the Request Documents, the contents herein, or the

Work contemplated herein are to be directed, in writing, to the person identifiedin Article 7 herein no later than 4:00 p.m. (Toronto time) Thursday, July 4,2013. No questions or requests for clarifications, changes or amendments ofRequest Documents shall be entertained after this time regardless of reason.

5. Addenda

(a) In the event that Metrolinx determines in its sole discretion, that clarifications of,or revisions to the Request Documents are required, all Consultants who receivedcopies of the Request Documents shall be advised of such clarifications or

revisions during the Request period by written addenda. Such addenda shallbecome part of the Request Documents and the contents thereof shall be allowedfor in the prices bid for the Work.

(b) The Consultant shall sign each addendum received in acknowledgement that thecontents shall form part of the Contract Documents and shall submit signed copiesof all addenda received in Envelope No. #1 of their Request submission.

(c) It is the Consultants responsibility to ensure that they have received copies of alladdenda issued. Information concerning the number of addenda issued and the


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date of issue of the most recent addendum can be found at www.merx.com for allpublicly advertised Requests to Qualify and Quote. Consultants are urged toselect automatic notification of Addenda issuance when registering on MERX.

(d) The Consultant, when ascertaining if copies of all addenda issued have been

received, shall be responsible for allowing sufficient time prior to the Close Dateto receive any missing addenda and to review and allow for the contents thereof inthe Request to be submitted.

(e) Failure of a Consultant to receive any addenda issued and/or include a signedcopy of any or all addenda issued with their Request submission shall not relievethe Consultant of any obligation under such addenda.

(f) Failure of a Consultant to submit a signed copy of any or all addenda issued withits Request submission, may, in Metrolinxs sole discretion result in its Request

being found non-responsive and disqualified.

6. Submission of Request

(a) Requests shall be returned in an envelope or box using the appropriate RequestReturn Labels attached. The Request Return Label shall be affixed to the outsideof the package that is used for submission of the Request.

(i) Consultants shall enclose all information of their Request pertaining toCorporate Capability and Team Experience/Qualifications in the envelopeor box for submission marked by Request Return Label #1 (referred toherein as Envelope #1).

(ii) Consultants shall enclose their Attachment #1Consultants Costs (Fees)of their Request in the envelope or box for submission marked withRequest Return Label #2 (referred to herein as Envelope #2).

(b) Request Documents shall be received, in hardcopy only, by Metrolinx at:

METROLINX

20 BAY STREET

SUITE 600

TORONTO, ONTARIO

M5J 2W3

ATTENTION: PROCUREMENT & CONTRACT SERVICES

(c) All Requests close at and must be received by 3:00 PM local time (asrecorded by the time stamp of the Procurement and Contract Services time

clock) on the Closing Date (the Closing Time) at the office stipulated in

6(b) herein. Requests received after the Closing Time shall be deemednon-responsive and disqualified regardless of the reason for lateness. The


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Consultant shall submit the Request in sufficient time to ensure its arrival beforethe Closing Time.

(d) Notwithstanding the above, Metrolinx reserves the right to postpone the ClosingDate, at which time all potential Consultants shall be advised of the new Closing

Date by way of Addenda.

7. Request Enquiries

(a) All written enquiries and other communications prior to Contract Award are to bedirected only to the following:

Sandra Searl, Procurement & Contract Services

Telephone No.: (416) 869-3600, Ext. 5392

Facsimile: (416) 869-3525

E-mail: [email protected]

Information received from any other sources shall be considered informal andMetrolinx shall not be bound by any information given in such a manner.

(b) In accordance with Article 5Addenda herein, when necessary, revisions to, orclarifications of the Request Documents will be incorporated into a writtenaddendum issued by the person identified in Section 7(a) herein. Informationregarding the Request Documents or the Work, whether provided by the person

identified in Section 7(a) herein, or from any other source, whether verbally or inwriting, shall be considered informal and Metrolinx shall not be bound by, orliable for, any such information unless incorporated into a written addendum.

8. Insurance

(a) Workplace Safety and Insurance Clearance Certificate

The Consultant to whom this Contract is awarded must furnish a valid WorkplaceSafety and Insurance Clearance Certificate for the premium rate class, subclass orgroup as appropriate for the Work of this Contract, as issued by the Workplace

Safety and Insurance Board, within five (5) business days, of notification ofacceptance of its Request by Metrolinx. Failure by the Consultant to comply withthis requirement shall result in the Contract award being declared VOID.

(b) Liability Insurance

(i) As a condition of award of this Contract the Consultant shall provide toMetrolinx certificates for the following types of insurance in the amountsspecified within five (5) business days of notification of acceptance of itsRequest by Metrolinx:


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(A) Commercial General Liability Insurance in an amount of not lessthan two million dollars ($2,000,000.00) per occurrence;

(B) Errors and Omissions/Professional Liability Insurance in anamount of not less than two million dollars ($2,000,000.00) per

claim; and

(C) Automobile Liability Insurance for owned and non-owned vehiclesin an amount of not less than two million dollars ($2,000,000.00)per occurrence.

(ii) The Certificate of Commercial General Liability Insurance shall referencethe Contract Name and Number and include the following as an additionalinsured.

(A) Metrolinx.

(iii) All certificates of insurance shall include a provision requiring the insurerto give Metrolinx thirty (30) calendar days prior written notice of anychanges to, or cancellation of the required insurance policies andconfirmation that the policies include a waiver of subrogation againstMetrolinx.

(iv) Failure by the Consultant to comply with these requirements shall result inthe award of the Contract being declared VOID.

9. Consultants Qualifications

(a) Only qualified Consultants shall be considered for award of this Contract. Inorder to be considered qualified the Consultant must demonstrate that it possessesthe following experience and qualifications.

(i) Corporate

The Consultant must have recent experience with work of a similar nature,scope and magnitude of the Work contemplated in this Request to Qualifyand Quote as well as the physical and financial resources to sustain andcomplete the Work to the satisfaction of Metrolinx. Specifically, a

comprehensive narrative, along with other supporting information as theConsultant may deem necessary, demonstrating that its Corporate Teamhas experience, expertise and qualifications in:

(A) Project management;

(B) Transit network planning;

(C) Land use policy and planning;


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(D) Designing, implementing and validating four-stage travel demandmodels;

(E) Travel demand model analysis;

(F) Subway and rail operations and service planning;

(G) Subway and rail infrastructure and systems;

(H) Capital and operating cost estimation;

(I) Economic analysis;

(J) Stakeholder engagement, consultation and public relations;

(K) Demographic forecasting, trend analysis and modeling;

(L) Government decision-making processes; and

(M) Other experience and expertise relevant to the Study and identifiedby the Consultant

(ii) Project Team Staff

(A) The Consultant shall employ only skilled staff with experience andqualifications relevant to the proposed Work, under the supervisionof a senior staff member, to perform the Work contemplated underthis Request to Qualify and Quote.

(B) Team Members may fulfill more than one role.

(C) The Consultant shall employ staff for the following Key ProjectTeam Member positions to perform the Work contemplated hereinwho possess the experience and qualifications specified as follows:

(I) Position: Project Director

1) Years experience: 15 Years

2) Required qualifications and experience:

a) Engineer, urban planner, architect, or similarrelevant technical professional with aminimum of fifteen (15) years projectmanagement experience.

b) The Project Director shall have experienceproviding strategic leadership and oversightin transportation planning, transit planning


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and multi-disciplinary public infrastructuredevelopment studies.

c) In addition, the Project Director should bean industry leader in strategic planning with

the ability to understand and communicatenetwork-level impacts from the variousplanning tools available.

d) The Project Director is expected to beengaged with the project in an in-depthcapacity throughout the study.

(II) Position: Project Manager



a) Engineer, urban planner, architect, or similarrelevant technical professional with aminimum of ten (10) years of projectmanagement experience.

b) The Project Manager shall havequalifications and extensive experience inmanaging project scope, budget andschedule for transportation planning, transitplanning and managing multi-disciplinarypublic infrastructure development studies.

c) The Project Manager shall also haveexperience in coordinating complexstakeholder management issues, as well asimplementing overall quality controlprocedures for documentation and reports.

d) Excellent written and oral communicationskills are essential.

(III) Position: Lead Transportation Planner



a) Planner/transportation planner/transportationengineer with a minimum of seven (7) yearsprofessional experience in transportation


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planning, transit planning, and/or rapidtransit planning.

b) The Lead Transportation Planner shall haveexperience in rapid transit network planning

and analysis, transportation master planningstudies, ridership forecasting, and projectappraisal using cost/benefit methods.

(IV) Position: Lead Transportation Modeller



a) Planner/transportation modeller with a

minimum of seven (7) years professionalexperience in four-stage travel demandmodelling.

b) The Lead Transportation Modeller shallhave extensive experience in developing andanalyzing transit ridership forecasts fromfour-stage travel demand models,performing model validation and qualitycontrol checks on modelling outputs, anduse of EMME modelling software.

(V) Position: Rail and Subway Operations Specialist



a) Transit operations expert with a minimum ofseven (7) years professional experiencedeveloping operating and service plans forcommuter rail, subway, and LRT services.

(VI) Position: Stakeholder Relations Specialist



a) Stakeholder relations professional with aminimum of seven (7) years developingstakeholder consultation plans oncontentious and high-profile public issues


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for effective public and stakeholder outreachand input.

(VII) Position: Professional Writer



a) This person will be a dedicated professionalwriter for key documents who is skilled intranslating technical planning andengineering concepts into well-written,public-facing reports which are coherent andconcise and written in clear, plain language.

(D) Other Team Members

(I) The remainder of the project team should include staff withexpertise in:

1) Assessment of economic impacts associated withmajor transit investments

2) Preparation of capital and operating costs forcommuter rail, subway, and light rail projects,including rough-order-of-magnitude, feasibility, andpre-design estimates.

3) Rail and subway infrastructure planning and design

4) Transit station design and understanding of factorsinfluencing passenger capacity, level of service,safety and comfort

5) Assessing land use and socio-community impactsassociated with transit projects;

6) Assessing development potential at major transit

stations areas and knowledge of transit-orienteddevelopment best practices;

7) Graphic design and document layout skills wouldalso be an asset.


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10. Revisions To Submitted Requests

(a) Consultants may revise their submitted Request or submit a new Requestprovided such revisions or new Requests are received on or before the ClosingTime and Date.

(b) All revisions or new Requests shall be signed by an individual with authority tobind the Consultant, shall use the same form as the original Request and shall besubmitted in a sealed envelope.

(c) Information contained in the most recent Request submitted and received prior tothe Closing Time and Date will take precedence over the information contained inpreviously received Requests from the Consultant.

11. Withdrawal of Submitted Requests

The Consultant may withdraw a submitted Request at any time prior to the Closing Timeand Date specified by Metrolinx by delivering a written notice of revocation to Metrolinxat the address shown in Article 6 herein. Revocation shall be in effect as of the time thenotice is received by Metrolinx. Such withdrawn Requests shall be returned to theConsultant unopened as soon as practicable after the Closing Time and Date.

12. Nature of Agreement

The General Conditions set out in Appendix A and the Consultants Scope of Services

set out in Appendix B attached hereto shall be included in and form part of the

Contract. Submission of a Request constitutes acknowledgement that the Consultanthas read and agrees to be bound by such conditions.

13. Clarification of Requests

(a) Metrolinx reserves the right, within one hundred and twenty (120) calendar daysfollowing the Closing Time, to request that any Consultant clarify its Request andsuch Consultants shall submit responses to such request within five (5) businessdays following receipt of such request or within such shorter time as Metrolinxmay require. Metrolinx may, in its sole discretion, choose to meet with some or

all of the Consultants to discuss aspects to their Requests. Metrolinx may requireConsultants to submit information clarifying any matters contained in theirRequests or Metrolinx may prepare a written interpretation of any aspect of aRequest and seek the respective Consultants acknowledgement of thatinterpretation.

(b) Such information accepted by Metrolinx, for purposes of clarification, and writteninterpretations which have been acknowledged by the relevant Consultant shall beconsidered to form part of the Request of those Consultants.


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(c) After the Closing Date, only information specifically requested by Metrolinx forpurposes of clarification shall be considered as additions to a Request.

(d) Metrolinx is not obliged to seek clarification of any aspect of a Request.

14. Rights of Metrolinx

Rights Metrolinx reserves the right:

(a) to cancel this Request to Qualify and Quote and/or any acceptance of a Requestprior to final execution of the Contract by Metrolinx, for any reason, without anyobligation or any reimbursement to the Consultant;

(b) to reject any or all Requests. The Request with the lowest price will notnecessarily be accepted. Metrolinx's selection will be based on which Consultant

has provided a Request which Metrolinx determines, in its sole discretion, toprovide the greatest value based on the evaluation criteria contained in theRequest Document;

(c) to disqualify any Request which contains misrepresentations or any otherinaccurate or misleading information;

(d) in its sole discretion, subjectively exercised, to waive any requirement of theRequest Documents or request amendment where, in the sole opinion ofMetrolinx, there is an irregularity or omission in the information provided, that isnot material to the Request unless a specific consequence has been identifiedherein for the commission of such an irregularity or omission;

(e) to waive the requirement to check references;

(f) to not respond to Consultant's clarification questions;

(g) to distribute via Addenda, copies of any Consultant's clarification questionsreceived and responses provided by Metrolinx, to all Consultants who receivedthe Request Documents;

(h) to postpone the Closing Date, at which time all Consultants who received RequestDocuments will be advised of the new Closing Date via written Addenda;

(i) within one hundred and twenty (120) days following the Closing Date, to requestthat any Consultant clarify its Request and such Consultants shall submitresponses to such request within five (5) Working Days following receipt of suchrequest or within such shorter time as Metrolinx may require;

(j) to prepare a written interpretation of any aspect of a Request and require therelevant Consultant's acknowledgement of the accuracy of that interpretation;


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(k) at its sole discretion, to request that a Consultant voluntarily withdraw its Requestwithout penalty where in the opinion of Metrolinx the Request is substantiallybelow internal budget estimates and therefore, in Metrolinx's sole opinion,subjectively exercised, the Work would not be satisfactorily completed for theTotal Contract Price bid;

(l) after the Request opening at its sole discretion, to correct arithmetical errors inany or all Requests where such errors affect the Total Estimated Contract Priceand/or H.S.T. and/or Grand Total. Corrections to extension, sums, differences orother arithmetical operations based on the Total Contract Price submitted will beidentified on the Request Document by Metrolinx and acknowledged in eachinstance by the initials of the Consultant's and Metrolinx's authorized signatories.Such corrections will become part of the Consultant's Request. Failure of theConsultant to acknowledge such corrections shall result in its Request beingdeemed non-responsive and disqualified;

(m) to, upon failure of the Consultant whose Request was accepted to fulfil theconditions of Section 15(b) herein, cancel award of Contract and consistent withindustry practice, notify another Consultant who was determined to be qualified inaccordance with the Request evaluation criteria stated herein and who submitted aresponsive Request; that its Request has been accepted and, subsequent to thefulfillment of the conditions of Section 15(b) herein, that Consultant shall bedeemed to be the successful Consultant and the Consultant to whom the Contractis awarded; and

15. Contract To Be Executed

(a) Metrolinx shall notify the Consultant in writing of acceptance of its Request byMetrolinx. Metrolinx will prepare the Articles of Agreement and bind it into theContract Documents. Two (2) sets of Contract Documents will be forwarded tothe Consultant for review and execution.

(b) The Contract Documents shall be executed by the Consultant and returned toMetrolinx within five (5) business days of notification to the Consultant thatMetrolinx has accepted its Request. Failure by the Consultant to execute andreturn the Contract Documents with the required Insurance Certificates andWorkplace Safety and Insurance Clearance Certificate and any other documentsas may be required within the specified time, shall result in the cancellation of theContract award and the Consultant shall indemnify Metrolinx by paying anamount equal to the difference between the Total Contract Price bid by theConsultant and the Total Contract Price bid by the Consultant to whom theContract is ultimately awarded to.

(c) Upon failure of the Consultant, whose Request was accepted, to fulfil theconditions of Section 19(b) herein and cancellation of award of Contract,Metrolinx may, at its sole discretion, and consistent with industry practice, notifyanother Consultant who was determined to be qualified in accordance with the


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evaluation criteria stated herein and who submitted a responsive Request that itsRequest has been accepted and, subsequent to the fulfillment of the conditions ofSection 19(b) herein, that Consultant shall be deemed to be the successfulConsultant and the Consultant to whom the Contract is awarded.

(d) There is no binding contract for the supply of the Work unless and until Metrolinxand the Consultant whose Request has been accepted have executed the writtenagreements contemplated in the Request Documents. The Consultant shall notstart work before the Contract Documents have been executed by the Consultantand Metrolinx and all documents required by the Request Documents, as acondition of award of the Contract, have been delivered to Metrolinx.

DO NOT WRITE IN THIS SPACE


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REQUEST SUBMISSION CONTENT Page 1 of 7


The Consultants Request shall include the following documents and information as listed, inaddition to items required elsewhere by the Request Document.

1. Submission Format

(a) The Request shall be submitted in the following format:

(i) Information shall be provided in Font Size 11 pt. on 8 x 11 paper andshall be double-sided and bound in a 3 ring binder.

(ii) A Table of Contents shall be included.

(iii) The Request shall be organized into sections with tabs to correspond to theRequest Submission Content requirements.

(iv) Consultants shall only provide three (3) Corporate Reference Projects andthree (3) Reference Projects for each Key Project Team Member. In theevent a Consultant provides more than the required number of referenceprojects only the first three (3) Corporate Reference Projects and the firstthree (3) Key Project Team Member Reference Projects provided shall beconsidered.

(b) The entire content of the Consultants Request shall be submitted in writing, andthe content of web sites or other external documents referred to in theConsultants Request will not be considered for evaluation unless submitted in

hard copy as part of the Request.

2. Submission Content

(a) Phase One and Phase Two: Envelope No. 1Administrative and TechnicalSubmission

The Consultant shall submit one (1) original and four (4) copies of the followinginformation in Envelope #1 (marked by Request Return Label #1). The originalcopy shall be labelled as such. Absolutely no pricing or price information is to beincluded in Envelope #1.

(i)

Form of Request

Completed Form of Request with original signatures.

(The Form of Request shall not be scanned or retyped, and entries shall bemade directly on forms provided by Metrolinx).


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(ii) Addenda

A signed copy of any Addenda issued hereto, in accordance with Article 5Addenda, of the Instructions.

(iii) A statement indicating compliance with Metrolinxs General Conditions,attached hereto as Appendix A, including the insurance and WSIBrequirements as stated in Section 1(e) of Appendix A GeneralConditions.

(iv) Designated Contact Person

The Consultant shall provide one (1) contact person for communicationbetween Metrolinx and the Consultant for purposes of this Request. Thefollowing information for the contact person:

(A) Name;

(B) Title;

(C) Company Name;

(D) Address;

(E) Telephone Number;

(F) Fax Number; and

(G) Email Address.

(v) Corporate Capability

(A) Corporate Summary

The Consultant shall provide a corporate overview of its structure,capabilities, qualifications and experience relevant to the Work, asfollows:

(I) Description of Company

A description of the Consultants company, including, butnot necessarily limited to:

1) A description of the Consultants corporate andownership structure;

2) A brief corporate history including number of yearsin business;


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3) Location of office(s) including address of headoffice and location of other offices;

4) Consultants legal entity (Corporate Project Team),if applicable, or otherwise contracting party. If a

consortium or other, please identify each entity ofthe consortium or other organizational construct;

5) Identify consultants core business and breadth ofservices offered; and

6) Identify principal business of key subconsultants,professional advisors and subject matter experts(hereinafter referred to as subconsultants) itproposes to use in the performance of the Services,especially for major or critical pieces of the work.

For each subconsultant listed the Consultant shallprovide the following:

a) The full corporate name and location;

b) Which area of the Services the subconsultantshall be employed for;

c) The subconsultants experience andqualifications relative to the Services it willbe performing; and

d) Previous instances of the Consultant andsubconsultant working together including: adescription of the project and value; theclient the services were performed for; andthe parts of the services performed by thesubconsultant.

(II) Scope of Services

A description of the Consultants core business and breadth

of services offered.

(B) Corporate Experience and Qualifications

The Consultant shall demonstrate its experience in performingwork similar in type, size and complexity as the Work identified inAppendix B as follows:


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(I) Experience and Qualifications

A summary of the Consultants companys qualificationsand experience relevant to the Work being contemplated.

(II) Reference Projects

Provide a list of three (3) references, for relevant projectsperformed within the past five (5) years, as follows:

1) The Consultant shall, using Attachment #2References, provide the following information foreach reference project:

a) Name of the company for which the workwas performed; and

b) Contact persons name, title, telephonenumber and e mail address.

2) The Consultant shall attach a maximum of two (2)additional pages of information for each referenceproject including but not necessarily limited to thefollowing:

a) Name of the company for which the workwas performed;

b) Project description and construction value;and

c) Description of Services provided withreference to Services provided similar tothose being requested in Appendix B.

(vi) Team Experience and Qualifications

(A) Functional Organization

(I)

Organizational Chart

1) An organizational chart identifying the individualsassigned to the project in their respectiveroles/positions, for completion of the Work(hereinafter referred to as Key Team Member(s)) ofthe Consultants Project Team (group of Key Team

Members assigned to complete the Work)designated for the Work.


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(II) Roles and Responsibilities of Key Team Members

1) A description identifying the role andresponsibilities of each Key Team Member, withrespect to the Work being requested.

2) A statement describing the experience of the KeyTeam Members in working together on previousrelevant projects.

3) A statement indicating whether the Key TeamMember is an employee of the Consultant or is asubconsultant.

(B) Project Team

(I) Project Team - Key Team Members

A list of personnel who will be performing the followingKey Team Member roles:

1) Project Director (15 years)

2) Project Manager (10 years)

3) Lead Transportation Planner (7 years)

4) Lead Transportation Modeller (7 years)

5) Rail and Subway Operations Specialist (7 years)

6) Stakeholder Relations Specialist (7 years)

7) Professional Writer (5 years)

(II) Project Team - Experience and Qualifications

For each of the individuals to be employed in the aboveKey Team Member roles, the Consultant shall provide:

1) Curriculum Vitae

A curriculum vitae, including biographicalinformation, which clearly identifies their:

a) Qualifications and experience as specified inthe Appendix B Consultants Scope ofServices, relative to the Work beingrequested; and


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b) Years of experience in the specifiedposition;

c) Biographical Data;

d) Experience and qualifications relevant to theServices being requested.

e) Professional Designations and Licenses

f) Key Team Member References

g) The Consultant shall provide the followinginformation for each reference:

h) Company Name for which the services were

performed; and

i) Contact Persons Name, Title, TelephoneNumber and E-mail Address.

(III) Project Team - References

A list of three (3) references for relevant projectscompleted within the past five (5) years, for each KeyTeam Member, as follows:

1) The Consultant shall, using Attachment #2

References, provide the following information foreach reference project:

a) Name of the company for which the workwas performed; and

b) Contact persons name, title, telephonenumber and e-mail address.

2) The Consultant shall attach one (1) additional pageof information for each reference project that

includes, but is not necessarily limited to thefollowing:

a) Name of the company for which the workwas performed;

b) Project description and construction value;and


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c) Description of Services provided withreference to the applicable Key TeamMember role and responsibilities for thework contemplated in this Request toQualify and Quote.

(b) Phase Three: Presentation/Interview Process

(i) Those Requests achieving the minimum score requirement for Phase One,in accordance with Article 11 below, will proceed to Phase Two of theEvaluation, where the Consultant will be contacted and required to comeand do a twenty (20) minute Presentation followed by fifteen (15) totwenty (20) minutes for interview questions. Project Director, ProjectManager and at least two (2) Key Team Members are required to bepresent at the Presentation and interview, in person or by telephone.

(ii) We expect the Presentation/Interview to be held during the week of July29th and Consultants will be notified during the week of July 22nd.

(iii) The Presentation should cover the following topics:

(A) Introduce the firm and key team members;

(B) Briefly describe your reference projects;

(I) Applicability to current assignment (e.g., scope, challenges,success factors);

(II) Project management approach;

(III) Key lessons learned; and

(IV) Approach to stakeholder involvement (e.g., public openhouses, design charettes, etc.).

(c) Phase Four: Envelope #2Price (Request Return Label #2)

The Consultant shall submit the following information in Envelope #2 (marked byRequest Return Label #2).

(i) A completed copy of Attachment #1Consultants Costs (Fees) with allpricing entries and original signatures in ink.



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REQUEST EVALUATION CRITERIA

AND SELECTION PROCESS Page 1 of 3


1. Request Evaluation Methodology

(a) Requests will undergo an administrative and technical evaluation based on theinformation contained in Envelope #1, using the criteria and scoring as listed in

Article 2Evaluation Criteria (the Evaluation Criteria).

(b) Each criteria is evaluated and assigned a score out of ten (10). The score is thenmultiplied by the weight (which indicates the relative importance of the criteria toMetrolinx) to determine the weighted score (or points) for each of the listedcriteria. The weighted scores are then added to determine the Total EvaluatedScore for the Request.

(c) Requests shall be evaluated in four (4) phases, as follows:

(i) Phase One: Administrative Evaluation

Requests shall undergo an administrative evaluation to determinecompliance with the mandatory requirements as stated in the Instructions.Only those Requests determined in the sole opinion of Metrolinx, to havefulfilled all the mandatory requirements shall be deemed compliant andshall proceed to Phase Two of the evaluation process.

(ii) Phase Two: Technical Evaluation

Requests proceeding to Phase Two shall be evaluated by members of theMetrolinx evaluation team in accordance with Article 2 of RequestSubmission Content and Article 2 below. Only those Requests achieving

a total minimum score of 80% (800 points out of 1000 possible points)based on the technical evaluation of the contents of Envelope #1 (markedby Request Return Label #1) will be considered further and shall proceedto Phase Three of the evaluation process.

(iii) Phase Three: Presentation/Interview Process

(iv) Those Requests achieving the minimum score requirement for Phase One,in accordance with Article 11 below, will proceed to Phase Two of theEvaluation, where the Consultant will be contacted and required to comeand do a twenty (20) minute Presentation followed by fifteen (15) to

twenty (20) minutes for interview questions. Project Director, ProjectManager and at least two (2) Key Team Members are required to bepresent at the Presentation and interview, in person or by telephone.

(v) Phase Four: Pricing Evaluation

(A) Envelope #2 (marked by Request Return Label #2) will be openedfor the Requests which achieve the minimum score of 80% on thetechnical evaluation.


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(B) An administrative evaluation shall be conducted of Attachment #1Consultants Costs (Fees) to determine compliance with themandatory requirements as stated therein and in the Instructions.The Total Estimated Contract Price of each Request proceeding toPhase Three, shall then be divided by the Total Evaluated Score(points) achieved by the Request to determine a cost per point.

(A) Envelope #2 will be returned unopened to the Consultants whoseRequests do not achieve the specified minimum score requirement.

(d) Selection of Requests

(i) Metrolinx selection shall be based on which Consultant has provided aRequest which Metrolinx determines in its sole discretion to provide thegreatest value to Metrolinx based on the evaluation criteria contained in

these Request Documents.

(ii) The award of the Contract shall be made to the Request with the lowestcost per point.

2. Evaluation Criteria

(a) The Criteria to be used for evaluation of the Consultants Request and theweighting assigned to each criteria are as follows:



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EVALUATION CRITERIA

PHASE ONE: ADMINISTRATIVE EVALUATION

(COMPLIANT/NON-COMPLIANT)

PHASE TWO: TECHNICAL EVALUATION

Criteria

Maximum

Score

Weighting

Factor

Points

(Score x weight)

CORPORATE CAPABILITY

Corporate Summary (Score out of 10xweighting factor)

Scope of Services Offered 10 5 50

Qualifications and Experience 10 5 50

TEAM EXPERIENCE AND QUALIFICATIONS

Functional Organization

Description of Functional Organization (including Rolesand Responsibilities and Dedication of Key TeamMembers)

10 10 100

Work Plan 10 5 50

Understanding of the Assignment 10 10 100

Key Team Members

Experience and Qualifications (In specified position and relevant to work being requested)

Projected Director 10 10 100

Project Manager 10 20 200

Lead Transportation Planner 10 10 100

Lead Transportation Modeller 10 10 100

Rail and Subway Operations Specialist 10 5 50

Stakeholder and Public Relations Specialist 10 5 50

Professional Writer 10 5 50

PHASE TWO TOTAL EVALUATED SCORE 100 1000

PHASE THREE: PRESENTATION AND INTERVIEW

Relation of reference projects to need s and challengesof current assignment

10 40 400

Communication and facilitation 10 30 300

Interaction/Collaboration amongst team members 10 30 300

PHASE THREE: TOTAL EVALUATED SCORE 100 1000

PHASE FOUR: PRICING EVALUATION

Price (Envelope #2) Cost / Point Ratio

All costs associated with the request submitted as partof the Work

Price Bid Total Points = $/PT


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FORM OF REQUEST Page 1 of 3


REQUEST TO

QUALIFY AND QUOTE

REQUEST CLOSING: DATE: Thursday, July 11, 2013 (the Closing Date)

TIME: 3:00 P.M. (the Closing Time)

REQUEST NUMBER: RQQ-2013-SPC-037

Request for: CONSULTANT ASSIGNMENT FOR A RELIEF LINENETWORK STUDY

Request submitted by:

(Full Legal Name of Company or Individual)

(Address)

( ) ( )

(Phone No.) (Facsimile No.)

(E-mail Address)

In consideration of the mutual premises and agreements contained herein and for other good andvaluable consideration, the receipt and sufficiency of which is hereby acknowledged, theundersigned (hereinafter referred to as the Consultant) hereby offers to Metrolinx to furnish allnecessary labour, superintendence, plant, tools, appliances, equipment, supplies and otheraccessories, services and facilities necessary to perform the following services:

TO PROVIDE CONSULTANTS SERVICES FOR THE PROVISION OF: A REGIONAL

RELIEF OPTIONS STUDY, AS SET OUT IN THE CONSULTANTS SCOPE OF

SERVICES, ATTACHED AS APPENDIX B.

The Consultant hereby undertakes to perform the Work in strict accordance with the full intent ofthe terms, conditions and requirements set forth in the following documents which form theRequest Documents:

ANY ADDENDA ISSUED HERETOINSTRUCTIONSREQUEST SUBMISSION CONTENT


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REQUEST EVALUATION CRITERIA AND SELECTION PROCESSFORM OF REQUESTATTACHMENT #1CONSULTANTS COSTS (FEES)ATTACHMENT #2CONSULTANTS REFERENCESSAMPLE ARTICLES OF AGREEMENTAPPENDIX A - GENERAL CONDITIONSAPPENDIX B - CONSULTANTS SCOPE OF SERVICESAPPENDIX C METROLINXS SERVICES

The Consultants Request is hereby submitted on the full understanding that it is an irrevocableoffer by the Consultant for a period of one hundred and twenty (120) calendar days from theClosing Date. The Consultant hereby covenants that it shall perform and execute the Work, inaccordance with the Contract Prices quoted herein if it is notified in writing by Metrolinx withinthe one hundred and twenty (120) calendar day period that it is the successful Consultant.

1. Requirement

(a) The Consultant shall provide labour, superintendence, plant, tools, appliances,equipment, supplies and other accessories, services and facilities necessary for aRegional Relief Options Study, in accordance with the Consultants Scope ofServices, attached as APPENDIX B (the Work).

(b) The Work is to be provided to the satisfaction of the Manager, Strategic Policyand Systems Planning, unless otherwise specified.

2. Project Team

(a) The Consultant shall enter the names of the individuals who will be performingthe following Key Team Member roles in the spaces provided.

Position NameMinimum Years

Experience

Actual Years

Experience

Project Director 15

Project Manager 10

Lead Transportation Planner 7

Lead Transportation Modeller 7

Rail & Subway OperationsSpecialist

7

Stakeholder Relations Specialist 7

Professional Writer 5


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(b) Minimum years experience shall be defined as relevant experience that theindividual employed in the respective Key Team Member position has, whethersolely in the employ of the Consultant, or in the combined employment of theConsultant and/or other Consultants.

3. Schedule of Work

The Consultant shall be bound to the scheduled completion dates agreed betweenMetrolinx and the Consultant, for each project/tAsk assigned after award of Contract.

In witness whereof, the undersigned has executed this agreement, this day of, 2013.

If the Consultant is a corporation or a partnership:

(Companys Full Legal Name)

Per:

Name:Title:

Per:Name:Title:

I/We have authority to bind the Corporation

If the Consultant is an individual: )

)

)

)

Witness ) Name:

)


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ATTACHMENT #1

CONSULTANTS COSTS (FEES) Page 1 of 3


REQUEST NUMBER: RQQ-2013-SPC-037

Request for: CONSULTANTS ASSIGNMENT FORA RELIEF LINENETWORK STUDY

Request submitted by:

(Full Legal Name of Company or Individual)

(Address)

( ) ( )

(Phone No.) (Facsimile No.)

The Contract Prices [Consultants Costs (Fees)] are hereby submitted on the full understanding

that they form part of the Consultants Request and as such constitute an irrevocable offer by theConsultant for a period of ninety (90) calendar days from the Closing Date and the Consultanthereby covenants that it will perform and execute the Work in accordance with the ContractPrices quoted herein if it is notified, in writing, by Metrolinx within ninety (90) calendar days ofthe Closing Date that it is the successful Consultant.

Payment for services rendered and goods supplied in accordance with the terms and conditionsof the Contract shall be based on the following:

1. Maximum Hourly Billing Rates

(a) The Consultant shall provide the maximum hourly billing rate for each of thefollowing Key Project Team positions and the name of the individual to beemployed in that position.

Position Name Maximum Hourly

Billing Rate

Project Director $

Project Manager $


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ATTACHMENT #1



Position Name Maximum Hourly

Billing Rate

Lead Transportation Planner $

Lead Transportation Modeller $

Rail and Subway OperationsSpecialist

$

Stakeholder Relations Specialist $

Professional Writer $

(b) The Maximum Hourly Billing Rate, as quoted herein by the Consultant, is anall-inclusive maximum rate at which the Consultant will invoice Metrolinx for

Services provided on a time basis, in accordance with Paragraph 3(a)(ii)(B) ofAppendix A General Conditions, for services rendered by the individualemployed in that position.

(c) The Maximum Hourly Billing Rate for each position shall be the sum of any andall costs attributable to the individual employed in that position including, but notnecessarily limited to, the following: basic hourly rate, fringe benefits, payrollburden, mark-up, overhead, profit, disbursements, travel, mileage, and any and allother costs associated with the performance of the Services.

2. Contract Prices

(a) The Consultant Costs (Fees) shall be all-inclusive costs associated with theRequest to perform the services defined in the Consultants Scope of Services

attached as Appendix B.

(b) The Consultant Costs (Fees) quoted below shall include all costs related to thework including, but not limited to, any sub consultants, any and all disbursementsand Management of the Services.

(c) TOTAL CONTRACT PRICE ..... $

(d) CONTINGENCY ALLOWANCE.. $ 100,000.00

(e) 13% HARMONIZED SALES TAX (H.S.T.) AMOUNT $

(f) CONSULTANTS H.S.T. NUMBER .


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ATTACHMENT #1



In witness whereof, the undersigned has executed this agreement, this day of, 2013.



Per:

Name:

Title:

Per:

Name:Title:



)

)

)

Witness ) Name:

)


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ATTACHMENT #2

CONSULTANTS REFERENCES Page 1 of 3


CONSULTANTS REFERENCES

1. The Consultant shall provide both corporate and personnel reference information as

indicated in this Attachment #2Consultants References. The Consultant shall ensurethat all contact information provided for references is current and accurate in order toenable Metrolinx to obtain all necessary information for evaluation purposes in a timelymanner. If Metrolinx is unable to contact any of the references provided in order toverify the Consultants qualifications and experience, the Consultant may, in Metrolinxssole discretion, receive no score for that reference.

2. Corporate References

(a) The Consultant shall, using this Attachment #2References, provide the

following contact information for each reference project provided:

(i) Name of company for which the work was performed; and

(ii) Contact persons name, title, telephone number and e-mail address.

3. Key Team Members References

(a) The Consultant shall, using this Attachment #2References, provide thefollowing contact information for each reference project provided for each KeyTeam Member:

(i) Key Team Members name;

(ii) Name of company for which the work was performed; and

(iii) Contact persons name, title, telephone number and e-mail address.



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ATTACHMENT #2



CORPORATE REFERENCES

Company Name Project Title Contact Person Phone Number E-mail Address

POSITION: PROJECT DIRECTOR NAME:


POSITION: PROJECT MANAGER NAME:


POSITION: LEAD TRANSPORTATION PLANNER NAME:



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ATTACHMENT #2



POSITION: LEAD TRANSPORTATION MODELLER NAME:


POSITION: RAIL & SUBWAY OPERATIONS SPECIALIST NAME:


POSITION: STAKEHOLDER RELATIONS SPECIALIST NAME:


POSITION: PROFESSIONAL WRITER NAME:



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SAMPLE

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SAMPLE

ARTICLES OF AGREEMENT Page 1 of 3


These Articles of Agreement are made as of the day of, 20

B E T W E E N

METROLINX, a corporation established pursuant to the Metrolinx Act, 2006

- and -

(hereinafter the Consultant)

In consideration of the mutual covenants and agreements contained herein, andother good and valuable consideration, the receipt and sufficiency of which are mutuallyacknowledged, Metrolinx and the Consultant agree as follows:

1. Contract

(a) The following documents and any amendments relating thereto form the contractbetween Metrolinx and the Consultant (the Contract):

(i) these Articles of Agreement;

(ii) any Addenda issued hereto;

(iii) the Form of Request;

(iv) Attachment #1Consultants Costs (Fees);

(v) the document attached hereto as Appendix A and entitled GeneralConditions;

(vi) the document attached hereto as Appendix B and entitled ConsultantsScope of Services;

(vii) the document attached hereto as Appendix C and entitled MetrolinxServices; and

(viii) the document attached hereto as Appendix D and entitled Documents.

(b) In the event of discrepancies, inconsistencies or ambiguities of the wording ofthese documents, the wording of the document that first appears on the above listshall prevail over the wording of a document subsequently appearing on the list.


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SAMPLE

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SAMPLE



2. Date of Completion of Work and Description of Work

The Consultant shall, between the date of these Articles of Agreement and the day of, perform and complete with care, skill, diligence and efficiency the work that is further

described as follows:

(a) The Consultant shall provide labour, superintendence, plant, tools, appliances,equipment, supplies and other accessories, services and facilities necessary tocarry out , in accordance with the Consultants Scope of Services, attached asAPPENDIX B (the Work).

(b) The Work is to be provided to the satisfaction of the , unless otherwisespecified.

3. Contract Price

Subject to the terms and conditions of the Contract and in consideration for the Work,Metrolinx shall pay to the Consultant:

(a)


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SAMPLE

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Per:

Name:Title:

Per:

Name:Title:



)

)

Witness ) Name:

METROLINX

Per:

Authorized Signing Officer

In witness whereof, the abovesigned has executed this agreement, this day of, 20 .


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APPENDIX A

GENERAL CONDITIONS Page 1 of 20


1. General Conditions

(a) Retainer

Metrolinx hereby retains the Services of the Consultant for the Work and theConsultant hereby agrees to provide the Services under the general direction andcontrol of Metrolinx. Such general direction and control shall not relieve theConsultant from any duty the Consultant may have under law or pursuant to therequirements of any regulatory or self-regulatory body having jurisdiction overthe accreditation of the Consultant.

(b) Services

The Services to be provided by the Consultant and by Metrolinx in the provision

of services required for the Work, are set forth in Article 3 herein and suchservices as changed, altered or added to, under Section 3(g) herein, are hereinaftercalled the Services and constitute all the services to be covered by the Contract.

(c) Compensation

Metrolinx shall pay the Consultant in accordance with the provisions set forth inArticle 4 herein.

(d) Suspension Or Termination for Convenience

Metrolinx may, at any time, by giving the Consultant ten (10) days written notice,

terminate or suspend the performance of this Contract in whole or in part. TheConsultant shall, upon receipt of such notice, cease all Services as indicated onthe date of termination or suspension as stated in the notice. The Consultant shallbe entitled to forthwith render an account in accordance with Section 4(b) hereinfor its Services performed from the inception of the Services and Metrolinx shallcompensate the Consultant for all Services completed to the satisfaction ofMetrolinx to the point of termination or suspension. Upon receipt of such notice,the Consultant shall perform no further Services other than those authorized byMetrolinx as reasonably necessary to close out the Services.

(e) Insurance

(i) The Consultant shall obtain and maintain for the entire term of theContract the minimum insurance coverages as follows:

(A) Commercial General Liability Insurance in an amount of not lessthan two million dollars ($2,000,000.00) per occurrence;

(B) Errors and Omissions/Professional Liability Insurance in anamount of not less than two million dollars ($2,000,000.00) perclaim; and


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APPENDIX A



(C) Automobile Liability Insurance for owned and non-owned vehiclesin an amount of not less than two million dollars ($2,000,000.00)per occurrence.

(ii) Within five (5) business days of notification of its acceptance of itsRequest by Metrolinx, and at other times as may be requested byMetrolinx, the Consultant shall provide Metrolinx copies of the requiredcertificate(s) of insurance (inclusive limits) to Metrolinx showing all therequired coverages as set out in Subsection 1(e)(i) herein.

(iii) The Certificate of General Liability Insurance shall include, the Consultantand Metrolinx as additional insured.

(iv) All certificates of insurance shall include a provision requiring the insurerto give Metrolinx thirty (30) calendar days written notice in the event that

any or all of the insurance policies required under this agreement arematerially altered or cancelled and confirmation that the policies include awaiver of subrogation against Metrolinx.

(v) If the Consultant fails to maintain the required insurance then Metrolinxmay, at its sole discretion, shall provide and maintain such insurance andgive evidence to the Consultant of such. The Consultant shall pay the costof such insurance to Metrolinx upon demand or Metrolinx may deduct thecost of such insurance from any amount which is due, or may become due,to the Consultant.

(vi) All required insurance policies shall be placed with insurers licensed tounderwrite insurance in the Province of Ontario.

(vii) The Consultant, for themselves, their heirs, executors, administrators,successors and assigns hereby release, waive and forever dischargeMetrolinx and its respective agents and employees, of and from all claims,demands, damages, costs, expenses, actions and causes of actions inrespect of death, injury, loss or damage to persons or property howsoevercaused, arising or to arise by reason of the Consultants failure to secure or

maintain the required insurance and/or the inadequacy of limits of saidinsurance, or exclusions of coverage, or the failure of the insurance torespond for whatever reasons, whether prior to, during or subsequent tothe execution of the Contract. The Consultant further hereby undertakesto hold and save harmless and agrees to indemnify all of the aforesaid forand against any and all liability incurred by any and all of them arising asa result of or in any way connected with the requirements of insurance forthe Consultant.


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APPENDIX A



(f) Workplace Safety and Insurance Clearance Certificate

(i) Within five (5) business days of delivery of notice of award of theContract by Metrolinx, and at other times as may be requested by

Metrolinx, the Consultant shall provide Metrolinx a valid WorkplaceSafety and Insurance Clearance Certificate for the premium class, subclassor group as appropriate for the Work of this Contract, issued by theWorkplace Safety and Insurance Board, confirming that all assessmentsdue and required to be made by the Consultant have been made and thatthe Consultant is a registered employer in good standing.

(ii) If the Consultant is an Independent Operator, the Consultant must submitto WSIB an Independent Operator Status General Questionnaire(1158A (08/02)) and provide Metrolinx with a letter from WSIBconfirming registration as an Independent Operator.

(iii) If the Consultant is unable to provide a valid Workplace Safety andInsurance Clearance Certificate, the Consultant may provide ContingentEmployers Liability in lieu of this requirement.

(g) Specialized Services

The Consultant may, from time to time, engage others including self-employedpersonnel, subconsultants and agencies to perform specialized services providedthat prior consent is obtained, in writing, from Metrolinx. Such consent shall notbe unreasonably withheld. In such an event, the cost of such a subconsultant is to

be included in the overall cost of the deliverables as set out in the ConsultantsCosts (Fees).

(h) Inspection

Metrolinx, and persons authorized by Metrolinx, shall have the right, at allreasonable times, to inspect or otherwise review the Services performed, or beingperformed under the Work and the premises where the Services are beingperformed.

(i) Publication

The Consultant agrees to obtain the consent of Metrolinx in writing beforepublishing or issuing any account of the Work.

(j) Confidential Information

(i) For the purposes of this Agreement Confidential Information shall meanall confidential and proprietary information of Metrolinx provided,disclosed or made available, via any media and in any form, to the


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APPENDIX A



Consultant by Metrolinx. Confidential Information shall include MetrolinxIntellectual Property.

(ii) The Consultant shall hold all Confidential Information in confidence, shall

not disclose Confidential Information to third parties and shall use theConfidential Information only for the purpose of performing the Services.

(iii) Notwithstanding the forgoing, the Consultant may, for the purpose ofperforming the Services, disclose Confidential Information to third partieswho require it in order to perform their portion of the Services, providedthat such third parties have executed an agreement with the Consultantthat contains terms and conditions substantively the same as thosecontained in this Agreement.

(iv) The Consultant shall, if required for the purposes of performing the

Services, enter into a confidentiality agreement with a third party who isunder separate Contract to Metrolinx and is providing ConfidentialInformation, as determined by such third party, to the Consultant for thepurposes of enabling the Consultant to perform the Services.

(v) Confidential Information shall not include any information which:

(A) was at the time of disclosure, or thereafter became, part of publicdomain through no act or omission of the Consultant;

(B) became available to the Consultant from a third party who did notacquire such Confidential Information under an obligation ofconfidentiality either directly or indirectly from Metrolinx;

(C) was known to the Consultant at the time of disclosure thereof byMetrolinx;

(D) was required to be disclosed by law; or

(E) the Consultant was given expressed written permission byMetrolinx to disclose.

(vi) At Metrolinx request the Consultant shall, within ten (10) business days of

receipt of such a request, return to Metrolinx any or all of the ConfidentialInformation together with all copies, extracts or other reproductions inwhole or in part of such Confidential Information. In addition, atMetrolinx request the Consultant shall, within in ten (10) business daysreceipt of such a request, destroy demonstrably and irrevocably;

(A) all such extracts or other reproductions of the ConfidentialInformation, or any Metrolinx specified portion of the ConfidentialInformation, which cannot, because of the device on which the


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APPENDIX A



Confidential Information is stored, be removed from thepossession of the Consultant for delivery to Metrolinx; and

(B) all documents, designs, drawings, specifications, plans, reports,

information and other deliverables or data whatsoever (regardlessof the form, medium or device on or in which such information,deliverables or data is written, recorded, stored or reproduced)prepared in respect of the Services and which is based on any ofthe Confidential Information.

(vii) Following such return and/or destruction of the Confidential Informationand any documents, designs, drawings, specifications, plans, reports,information, deliverables or data derived there from, the Consultant willpromptly provide Metrolinx with written confirmation of such returnand/or destruction.

(k) Dispute Resolution

(i) Negotiation

(A) In the event a matter of difference between the Consultant andMetrolinx in relation to the Contract the grieved party shall send anotice in writing of dispute to the other party which contains theparticulars of the matter in dispute and the relevant provisions ofthe Contract Documents. The responding party shall send a replyin writing to the dispute within ten (10) business days after receipt

of the notice of dispute setting out particulars of this response andany relevant provisions of the Contract Documents.

(B) The Consultant and Metrolinx shall make all reasonable efforts toresolve their dispute by amicable negotiations and agree toprovide, without prejudice, frank, candid and timely disclosure ofany and all relevant facts, information, and documents to facilitatethese negotiations.

(C) In the event of failure by the Consultant and Metrolinx to reachagreement within ten (10) business days of receipt of theresponding partys reply underParagraph 1(k)(i)(A) herein, or if

either party concludes that further negotiation is unlikely to resultin agreement, the matter shall be referred to mediation as providedin Subsection 1(k)(ii) herein.

(ii) Mediation

(A) The Consultant and Metrolinx shall jointly select an impartialMediator who shall be, preferably, properly qualified in the area ofwork as contemplated by this Contract. In the event that the


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APPENDIX A



parties, acting reasonably, cannot agree on a mediator, thecandidates selected by the parties shall, acting reasonably, choose athird party to act as the Mediator.

(B) The Mediator shall meet with the parties within ten (10) businessdays after the selection of the Mediator selection to attempt tomediate and resolve the dispute. The Consultant and Metrolinxshall observe such reasonable procedures for conducting themediation as the Mediator may reasonably request.

(C) If no agreement is reached within twenty (20) business days of theselection of the Mediator or if either party concludes that furthermediation is unlikely to result in agreement, then either theConsultant or Metrolinx may request the Mediator to recommend(and only recommend) a basis, or bases, for resolution of the

dispute. The Mediator shall, after consideration of the partiespositions and written submissions (if so requested), issue a writtenrecommendation in this regard. Any recommended basis forresolution shall have absolutely no binding effect upon either partyunless both parties agree to accept it and shall be without prejudiceto the parties positions in any further proceeding.

(D) If no agreement is reached either party may refer such matter as isarbitrable to arbitration as provided in Subsection 1(k)(iii)(Arbitration) herein or exercise any legal rights it may have.

(E) All meetings and proceedings shall be held in Toronto at a timeand location as determined by the parties.

(F) The costs and expenses of the Mediator shall be shared equally bythe Consultant and Metrolinx.

(iii) Arbitration

(A) In the event that the parties are unable to settle any disputebetween them which is under mediation, either party may refersuch matter to arbitration as provided herein:

(I) Metrolinx and the Consultant shall select an arbitratorwithin ten (10) business days of the submission of a disputeto arbitration under this Section. If the parties are unable toagree on a neutral arbitrator, each party shall appoint anarbitrator within ten (10) business days, and the two (2)arbitrators so chosen shall select a third arbitratoracceptable to both of them within a further ten (10)business days.


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APPENDIX A



(II) The arbitration shall be conducted in accordance with theprovisions of theArbitration Act, 1991, S.O. 1991, c. 17,unless the parties otherwise agree. If the issue in dispute isparticularly time sensitive, the parties shall, in good faith,take such reasonable steps as may be required to expeditethe arbitration process. In any event, all disputes shall besubmitted to the arbitrator within thirty (30) calendar daysof the selection of the arbitrator. All arbitration meetingsand proceedings shall be held in Toronto, at a time andlocation determined by the parties, but in any event no laterthan thirty (30) calendar days following the submission ofthe dispute to the arbitrator.

(III) In addition to the examination of the parties by each other,the arbitration panel may examine, in the ordinary course,

the parties or either of them and the witnesses in the matterreferred to the arbitration panel, and the parties andwitnesses, if examined, shall be examined on oath oraffirmation.

(IV) The arbitration panel shall, after full consideration of theissues in dispute, the relevant facts and applicable law,render a decision within thirty (30) calendar days afterargument of the issue to the arbitrator, which decision shallbe final and binding on the parties and not subject to appealor challenge, except such limited relief provided under

Subsection 45(1)(appeal on a question of law, with leave)or Section 46 (setting aside award) of theArbitration Act,1991.

(V) Each party shall bear its own costs and expenses incurred inthe arbitration, and the parties shall share equally in thecosts and expenses of the neutral arbitrator.

(VI) Any award of the arbitration panel may, at the instance ofeither of the parties to this Agreement and without notice tothe other of them, be made an Order of the Superior Court

of Ontario, pursuant to theArbitration Act, 1991 and theCourts of Justice Act, R.S.O. 1990, c.C-43.

(l) Responsibility

No act or omission of Metrolinx, its servants or agents, in connection with theConsultants performance of the terms of the Contract shall relieve the Consultantof any obligation, duty or liability arising out of the Contract, unless theConsultant has brought to the attention of Metrolinx by written objections to suchacts or omissions and received from Metrolinx written instructions overruling


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APPENDIX A



such objections and has complied with those instructions in accordance with goodpractice applicable to its consultancy.

(m) Time

(i) The Consultant shall perform the Services expeditiously to meet therequirements of Metrolinx. The Consultant shall complete any portion orportions of the Services in such order as Metrolinx may request.Metrolinx shall have the right to take possession of and use any completedor partially completed portions of the Services notwithstanding anyprovisions of the Contract to the contrary. In any event, the Consultantshall use its best efforts to expedite the provision of the Services, anddeliver to Metrolinx the drawings and documents on or before the dates setout in the Articles of Agreement.

(ii) Time is of the essence in the performance of the parties respectiveobligations.

(n) Cost and Schedule of Progress

The parties hereto agree that the Articles of Agreement attached hereto andforming part of the Contract, represents:

(i) the total cost including all expenses associated with each Deliverableidentified in Appendix B; and

(ii) the schedule of progress for each of the Deliverables identified in

Appendix B.

(o) Subsequent Changes in Cost or Schedule of Progress

The Consultant will require prior approval in writing by Metrolinx for thefollowing changes:

(i) any change in the cost beyond those outlined in the Articles of Agreement(by Amendment); and

(ii) any change in the schedule of progress (by letter/Amendment).

(p) Reporting of Progress

The Consultant shall provide Metrolinx with a written report showing the actualand predicted progress of the Services as outlined under Appendix B.

(q) Notices

Any notices, orders, decisions, directives or communications given by one partyto the other shall be in writing and shall be delivered to (i) the Consultant at the


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APPENDIX A



address as shown on Page 1 of the Form of Request, or (ii) Metrolinx, to 20 BayStreet, Suite 600, Toronto, Ontario, M5J 2W3 (facsimile 416-869-3525, to theattention of the assigned Project Manager), and shall be deemed to have beenreceived by the party on the day delivered to the party by hand or by facsimiletransmission or other form of recorded transmission or, if mailed, on the sixth dayfollowing the day on which it was mailed.

(r) Status

If the Consultant is a corporation, the Consultant has been duly incorporated andorganized, is validly existing under the laws of its jurisdiction of incorporationand has not been dissolved.

(s) Capacity

The Consultant has the capacity and authority to enter into the Contract and toperform the obligations under the Contract. The Consultant represents andwarrants that it has the professional accreditation required to perform the Workand is in good standing in any regulatory or self-regulatory body havingjurisdiction over such accreditation.

(t) Authorization

The entering into, execution and delivery of the Contract and the performance bythe Consultant of its obligations hereunder has been duly authorized by allnecessary proceedings.

(u) Conflict with Other Agreements

The entering into, execution and delivery of the Contract does not and shall notresult in a breach of and/or constitute a default under, or create a state of fact,which after notice or lapse of time or both, or otherwise, would constitute adefault under any term or provision of the constating documents of theConsultant, the by-laws or resolutions of the Consultant or any agreement orinstrument to which the Consultant is a party or by which it is bound.

(v) Date-Related Compliance

The Consultant covenants and warrants that date-related processing shall not inany way prevent any material, equipment or system, specified for use inconnection with the provision of the Work, from performing its requiredfunction(s).

(w) Entire Agreement

This Contract constitutes the entire agreement between the parties relating to thesubject matter of this Contract and, except as stated in the Contract, contains allthe representations, warranties, covenants and agreements of the respective parties


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relating to the subject matter of this Contract. There are no oral representations,warranties, covenants and agreements by the parties of any kind. This Contractmay not be amended or modified in any respect except by written instrumentsigned by the parties. In the event that circumstances require an amendment tothe Contract, the parties will use their best efforts to mutually agree to anyrequired changes.

(x) Assignment

The Contract, or any portion thereof, shall not be assigned or delegated nor shallany of the Services provided for hereunder be subcontracted without the priorwritten consent of Metrolinx. Such consent shall not unreasonably be withheld.

(y) Previous Agreements

The Contract supersedes all previous agreements, arrangements or understandingsbetween the parties, whether written or oral, in connection with, or incidental to,the Work.

(z) Severability

If any provision of this Contract is determined by a court of competentjurisdiction to be invalid or unenforceable, whether in whole or in part, suchinvalidity or unenforceability shall only attach to such provision to the extent it isdetermined to be invalid or unenforceable and everything else in the Contractshall continue in full force and effect.

(aa) Approval By Other Authorities

Unless otherwise provided in the Contract, where the work of the Consultant issubject to the approval or review of an authority, department of government, oragency other than Metrolinx, the Consultant, with the prior consent of Metrolinx,may carry out preliminary discussions in connection with such approval butapplications for approval or review shall not be obtained by direct contact by theConsultant with such other authority, department of government or agency unlessthe Consultant is requested to do so by Metrolinx.

(bb) Nature of Relationship

The parties acknowledge that the Consultant is an independent contractor andneither it nor any employee hired by it are employees of Metrolinx. TheConsultant shall hire such staff as it considers appropriate to perform itsobligations under the Contract. Metrolinx does not have the right to hire suchemployees, to supervise them, to control their work or to discharge them.Metrolinx shall not have any responsibility for determining or paying thecompensation of such employees. Metrolinx and the Consultant hereby disclaimthe creation hereby of a general agency, limited agency, partnership, joint venture,


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master/servant relationship or employer/employee relationship. The powers andobligations of Metrolinx and the Consultant are therefore restricted expressly tothose provided for in the Contract and Metrolinx and the Consultant agree that norepresentations shall be made or acts undertaken by either of them which couldestablish or imply any apparent relationship of agency, partnership oremployment and neither party shall be bound in any manner whatsoever by anyagreements, warranties, representations or actions of the other party to such effect.

(cc) Applicable Law

The Contract shall be interpreted in accordance with and be governed by the lawsof the Province of Ontario and the Federal laws of Canada applicable therein.

(dd) Contingency Allowances

(i) The Total Contract Price includes all Contingency Allowances identifiedin the Contract.

(ii) The Contingency Allowance shall be for undefined and/or additionalWork and shall only be expended at Metrolinx sole discretion, with theprior written approval of Metrolinx, for the purpose(s) identified byMetrolinx.

(iii) Should the cost of performing the Services under the ContingencyAllowance exceed the amount of the Contingency Allowance identified inthe Contract the Consultant shall be compensated for any additional costthat is incurred plus an amount for overhead and profit.

(iv) Should the cost of performing the Services under the ContingencyAllowance be less than the amount of the Contingency Allowanceidentified in the Contract Documents the Consultant shall only becompensated for the actual cost of performing the Services.

(v) The Consultant may, at Metrolinxs sole discretion, be required to providethree (3) quotes to Metrolinx for any Services to be performed under theContingency Allowance.

(vi) All expenditures by the Consultant under the Contingency Allowance

must be substantiated. The Consultant shall only be compensated forexpenditures under the Contingency Allowance that are substantiated.

2. French Language Services

(a) Definitions

(i) "French Language Services Act" means the French Language ServicesAct, R.S.O. 1990, c.F. 32, as amended.


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(ii) "French-designated Area" means an area designated from time to time inthe Schedule to the French Language Services Act (Ontario). A map andcomplete listing of French-designated areas is available athttp://www.ofa.gov.on.ca/en/flsa-mapdesig.html.

(b) French Language Services

(i) Insofar as this Contract relates to the provision of Services directly to thepublic on behalf of Metrolin