August 13, 2019 NOTICE TO POTENTIAL PROPONENTS Request for Proposal No. 9117-19-7169 For: Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek Two-Envelope System

Please review the attached document and submit your Proposal to the address noted below by the closing deadline of 12:00 noon (local Toronto time) on October 4, 2019.

Proposals will not be considered unless: Received by the date and time specified above; and Received at the address specified below.

Submission by facsimile or e-mail is not acceptable. Only the names of the firms submitting Proposals will be read aloud at the public opening on the date of closing.

Information and/or site meeting requirements: Required: Yes Attendance Requirement: Mandatory Date: September 6, 2019 Time: 10:00 AM Location: The entrance to the David A. Balfour Park Trail on Heath Street

Deadline for Questions September 20, 2019, COPYat 12:00 noon (local time) (must be in writing): Deadline for Issuance of an September 27, 2019, at 12:00 noon (local time) Addenda City Contact: Aimee Yang, Senior Corporate Buyer Purchasing and Materials Management Division (t) 416-397-4803, (e) [email protected]

For convenience you may affix the following address label to the envelope(s) containing your submission.

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VIEWINGCOMPANY NAME: RFP NO.: 9117-19-7169 CLOSING DEADLINE: 12:00 Noon October 4, 2019 (local Toronto time) DELIVER TO: Chief Purchasing Official Purchasing and Materials Management Division 18th Floor, West Tower, City Hall 100 Queen Street West Toronto, ON, M5H 2N2

The Purchasing and Materials Management Division will not be held responsible for submission documents submitted in envelope(s) that are not labelled in accordance with the above instructions. Tenders/RFQ/RFP/Sales/Disposals are advertised on the City of Toronto Website: www.toronto.ca/purchasing

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Table of Contents

GENERAL INFORMATION ...... 4 REFERENCES TO LABELLED PROVISIONS ...... 4 DEFINITIONS ...... 4 INTERPRETATION ...... 6 PROPOSAL PROCESS ...... 7 MANDATORY SITE INFORMATION MEETING ...... 7 SOCIAL PROCUREMENT ...... 7 SCOPE OF WORK ...... 5 PROJECT BACKGROUND ...... 8 PROJECT OVERVIEW ...... 11 PROJECT ELEMENTS ...... 12 GENERAL PROJECT REQUIREMENTS ...... 16 ENGINEERING STUDIES & ENVIRONMENTAL ASSESSMENTS (EA) ...... 20 SUMMARY OF PROJECT SUBMISSIONS ...... 21 ALTERNATIVES SUGGESTED BY PROPONENT ...... 22 PROPOSAL SUBMISSION ...... 22 SUBMISSION OVERVIEW ...... 22 PROPOSAL DOCUMENTATION ...... COPY ...... 22 PROPOSAL DELIVERY ...... 23 TECHNICAL PROPOSAL CONTENT ...... 23 PROPOSAL EVALUATION AND SELECTION ...... 32 SELECTION COMMITTEE ...... 32 SELECTION CRITERIA ...... 32 SELECTION PROCESS ...... 32 CLARIFICATIONS ...... 32 INTERVIEW ...... 33 EVALUATION RESULTS ...... 31 NEGOTIATIONS AND AGREEMENTS ...... 31 CONSULTING AGREEMENTS / PURCHASE ORDERS ...... 31 INSURANCEVIEWING ...... 32 COST OF SERVICES ...... 33 COST OF SERVICES DOCUMENTATION AND DELIVERY ...... 33 COST OF SERVICES SUBMISSION CONTENT – GENERAL ...... 33 BASE SCOPE OF WORK ...... 34 PROVISIONAL ALLOWANCES ...... 34 ALTERNATIVES SUGGESTED BY PROPONENT ...... 36 PAYMENTS FROM COST OF SERVICES PROPOSAL ...... 40 PAYMENTS FOR PROVISIONAL ALLOWANCES ...... 40 PAYMENTS FOR CONTINGENCY ALLOWANCE ...... 40 CURRENCY ...... 40 TAXES ...... 40

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CITY RESPONSIBILITIES ...... 41 GENERAL ...... 41 PUBLIC CONSULTATION – CITY AS LEAD ...... 42 REFERENCES ...... 43 CURRENT STUDIES AND DESIGN AND CONSTRUCTION PROJECTS ...... 43 CITY REFERENCE DOCUMENTS AND STANDARDS ...... 43 PROFESSIONAL SERVICES PERFORMANCE EVALUATION ...... 44 APPENDICES ...... 45 APPENDIX A – STANDARD PROJECT SCOPE REQUIREMENTS – Separate Attachment A.1 General Requirements A.2 Health and Safety (including Designated Substances) A.3 Approvals A.4 Drawings and Standards A.5 Class EA A.6 Studies A.7 Pre-Design A.8 Detailed Design A.9 Construction and Commissioning (including Inspection Reports) N/A A.10 Post Construction and Warranty N/A A.11 Electrical System N/A A.12 Process Control System (PCS) N/A A.13 Work Management System (WMS) Entity InformationCOPY Worksheet (EIW) N/A A.14 Energy Management Plan (EMP) N/A A.15 Watercourse Projects APPENDIX B - RFP PROCESS TERMS AND CONDITIONS APPENDIX C - SUBMISSION FORMS APPENDIX D - SPECIMEN CONTRACT AGREEMENT, INCLUDING INSURANCE FORMS APPENDIX E - PROJECT REFERENCE MATERIAL

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GENERAL INFORMATION REFERENCES TO LABELLED PROVISIONS Each reference in this Request for Proposal to a numbered or lettered “section”, ”subsection“, “paragraph, “subparagraph”, “clause” or “sub clause” shall, unless otherwise expressly indicated, be taken as a reference to the correspondingly labelled provision of this Request for Proposal [RFP].

DEFINITIONS Throughout this RFP, unless inconsistent with the subject matter or context: "Addendum" or "Addenda" means any document or documents issued by the City prior to the Closing Deadline that changes the terms of the RFP or contains additional information related to the RFP. "Affiliated Person" means everyone related to the Proponent including, but not limited to employees, agents, representatives, organizations, bodies corporate, societies, companies, firms, partnerships, associations of persons, parent companies, and subsidiaries, whether partly or wholly-owned, as well as individuals, and directors, if: a. Directly or indirectly either one controls or has the power to control the other; or b. A third party has the power to control both. "Agencies and Corporations" refer to bodies and organizations that have a direct reporting or funding relationship with the City of Toronto or Council.COPY The list of current organization name and contact of agencies and corporations to be considered under this RFP is available from the following page on the City's website www.toronto.ca/abcc. “Agreement” means any written contract between the City and a Proponent, or any Purchase Order issued by the City to the Vendor, with respect to any Services contemplated by this RFP, and shall be deemed to include the terms and conditions for the provision of Services as set out in this RFP. "AODA" means the Accessibility for Ontarians with Disabilities Act. “City” means the City of Toronto. "City Contact" means the City employee(s) designated as City Contact(s) on the Notice to Potential Proponents for all matters related to the RFP call process. "Conflict of Interest" includes, but is not limited to, any situation or circumstance where: a. in relation to the RFP process, the Proponent has an unfair advantage or engages in conduct, directly or indirectly,VIEWING that may give it an unfair advantage, including but not limited to (i) having or having access to information in the preparation of its Proposal that is confidential to the City and not available to other Proponents; (ii) communicating with any person with a view to influencing preferred treatment in the RFP process including the giving of a benefit of any kind, by or on behalf of the Proponent to anyone employed by, or otherwise connected with, the City ; or (iii) engaging in conduct that compromises or could be seen to compromise the integrity of the open and competitive RFP process and render that process non-competitive and unfair; or b. in relation to the performance of its contractual obligations in the City contract, the Vendor’s other commitments, relationships or financial interests (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its contractual obligations. "Consultant" means the Vendor performing the work in accordance with the signed Agreement. “Council” means City Council.

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"Diverse Supplier" means any business or enterprise that is certified by a Supplier Certification Organization to be: a. More than 51% (majority) owned, managed and controlled by persons belonging to an equity- seeking community; or b. A social purpose enterprise whose primary purpose is to create social, environmental or cultural value and impact, and where more than 50% of the persons who are fulltime equivalent employees or are participating in, or have completed, transitional employment training, experience economic disadvantage. "DFO" means Fisheries and Oceans Canada. "EA" means Environmental Assessment. "Executive Director" means the Chief Engineer and Executive Director of Engineering & Construction Services Division. "Equity-seeking Community" is a group that experiences discrimination or barriers to equal opportunity, including women, Aboriginal People, persons with disabilities, newcomers/new immigrants, LGBTQ+ people, visible minorities/racialized people, and other groups the City identifies as historically underrepresented. “HST” means Harmonized Sales Tax. “MCEA” means Municipal Class Environmental Assessment. “MFIPPA” means the Municipal Freedom of Information and Protection of Privacy Act. “may” and “should” used in this RFP denote permissive (not mandatory). “must”, “shall” and “will” used in this RFP denote imperativeCOPY (mandatory), meaning Proposals not satisfying imperative (mandatory) requirements will be deemed to be noncompliant and will not be considered for contract award. "MECP" means Ministry of the Environment, Conservation and Parks. "MNR' means Ministry of Natural Resources and Forestry. “OFAT” means the Ontario Flow Assessment Tool. “OSAP” means the Ontario Stream Assessment Protocol. “Project Manager” means main contact person at the City for all matters relating to the project. “Proponent” means a legal entity, being a person, partnership or firm that submits a Proposal in response to a formal RFP. If two or more legal entities wish to submit a Proposal as a consortium, one member of the consortium must be identified as the Proponent with whom the City may enter into an Agreement,VIEWING and the other member(s) must be identified as subcontractors to that Proponent. “Proposal” means an offer submitted by a Proponent in response to a formal RFP, which includes all of the documentation necessary to satisfy the submission requirements of the RFP. “RFP” means this Request for Proposal package in its entirety, inclusive of all Appendices and any bulletins or Addenda that may be issued by the City. “Services” means all services and deliverables to be provided by a Vendor as described in this RFP. “Solution” means a set of goods and services meeting the City’s requirements, as set out in this RFP. "Supplier Certification Organization" is a non-profit organization recognized by the City of Toronto that certifies businesses and enterprises as Diverse Suppliers by assessing them using established, consistent criteria. Recognized Supplier Certification Organizations include:

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a. Canadian Aboriginal and Minority Supplier Council; b. Canadian Gay and Lesbian Chamber of Commerce; c. Social Purchasing Project; d. Women Business Enterprise Canada; and e. Canadian Council for Aboriginal Business. "Supplier Code of Conduct" means business ethical standards contained in Article 13 Chapter 195, Purchasing, of the Toronto Municipal Code. "Sub-Consultant" means a separate provider of specialized engineering or technical services that may be procured by the consultant, or directly by the City. "TRCA" means Toronto and Region Conservation Authority. “VAWG” means the Vale of Avoca Working Group. "Vendor" means the successful Proponent with whom the City enters into an Agreement. “WWFMP” means the Wet Weather Flow Master Plan. "Workforce Development" means a relatively wide range of activities, policies and programs to create, sustain and retain a viable workforce that can support current and future business and industry. It is an approach that integrates career exploration, industry–driven education and training, employment, and career advancement strategies, facilitated by the collaboration between employers, training and education institutions, government, and communities. “YCGSMP” means the Yellow Creek Geomorphic Systems Master Plan. COPY INTERPRETATION In this RFP and in the Agreement, unless the context otherwise necessitates: a. Any reference to an officer or representative of the City shall be construed to mean the person holding that office from time to time, and the designate or deputy of that person, and shall be deemed to include a reference to any person holding a successor office or the designate or deputy of that person; b. A reference to any Act, bylaw, rule or regulation or to a provision thereof shall be deemed to include a reference to any Act, bylaw, rule or regulation or provision enacted in substitution thereof or amendment thereof; c. All amounts are expressed in Canadian dollars and are to be secured and payable in Canadian dollars; VIEWING d. All references to time shall be deemed to be references to current time in the City; e. A word importing only the masculine, feminine or neutral gender includes members of the other genders; and a word defined in or importing the singular number has the same meaning when used in the plural number, and vice versa; f. Any words and abbreviations which have well-known professional, technical or trade meanings, are used in accordance with such recognized meanings; g. All accounting terms have the meaning recognized by or ascribed to those terms by the Canadian Institute of Chartered Accountants; and h. All index and reference numbers in the RFP or any related City document are given for the convenience of Proponents and such must be taken only as a general guide to the items referred to. It must not be assumed that such numbering is the only reference to each item. The documents as a whole must be fully read in detail for each item.

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PROPOSAL PROCESS The process is governed by the terms and conditions in Appendix “B”.

MANDATORY SITE INFORMATION MEETING A mandatory site meeting will be held on September 6, 2019 at the entrance to the David A. Balfour Park Trail on Heath Street. Interested Proponents must attend the site information meeting to familiarize themselves with the project and ascertain the full extent of the work required. Proposals submitted by Proponents that did not attend the mandatory site information meeting shall be declared non-compliant and will not be considered. Attendees are encouraged to park in the Green P parking lot at 30 Alvin Avenue between St. Clair Avenue East and Heath Street. Attendees shall meet at the location specified in Section 1.5.1. A brief overview of the project will be provided by City staff prior to walking through the proposed work area. Individuals attending should wear suitable footwear for walking in a ravine. Individuals attending the meeting must sign in at the meeting and clearly indicate on the sign-in sheet the name of the firm they are representing.

SOCIAL PROCUREMENT COPY The goal of the City Social Procurement Program is to drive inclusive economic growth in Toronto by improving access to the City's supply chain for diverse suppliers and leverage employment, apprenticeship and training opportunities for people experiencing economic disadvantage, including those from equity-seeking communities. The City expects its Bidders to embrace and support the City Social Procurement Program and its respective goals. Social procurement creates social value for the City in addition to the delivery of efficient goods, services, and works. The City Social Procurement Program consists of two components: Supplier Diversity and Workforce Development. Supplier Diversity a. The goal of supplier diversity is to increase the diversity of the City's supply chain by providing diverse suppliers with equitable access to competitive procurement processes. b. In accordanceVIEWING with Section 1.3.2 of the City Social Procurement Policy, points will be assigned to proponents that submit information as part of their proposal that will improve supplier diversity in the City's supply chain. See Section 3.4, Technical Proposal Content for more information. Workforce Development a. Not applicable.

GENDER DIVERSITY IN CITY PROCUREMENT As part of City Council's support to enhance gender diversity on boards of corporations, all corporations conducting business with the City are encouraged to utilize an intersectional analysis to strive to have gender parity on their corporate boards.

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SCOPE OF WORK PROJECT BACKGROUND Yellow Creek is a tributary of the Don River located in south central Toronto. The fully urbanized Yellow Creek Subwatershed that contributes runoff to the watercourse has a catchment area of approximately 13.7 square kilometres. The upstream segment of the watercourse was enclosed in conjunction with urbanization. The watercourse first daylights at a storm sewer outfall located immediately south of the Mount Pleasant Cemetery. From there, it conveys flow southerly for a distance of approximately 1,275 metres through the ravine in David A. Balfour Park before going back underground at a storm sewer inlet located approximately 250 metres north of the intersection between Mount Pleasant Road and Roxborough Drive. The watercourse remains underground for approximately 1,650 metres before daylighting again. The final, open segment of the watercourse conveys flow for a distance of approximately 130 metres to its confluence with the Don River. Refer to Appendix E.1 and E.2 for a map showing the general extent of the creek. Historically, Yellow Creek saw use as a working waterway. There are the remains of industrial features within the valley, such as a weir and spillway, and abandoned pipes crossing the Creek, that are currently influencing flow direction and erosion patterns. The Yellow Creek valley corridor, also known as the Vale of Avoca, is extensively used by the public. Trails through the valley connect to the Mud Creek and Don Valley trail systems. From the location where the Creek first daylights south of the Mount Pleasant Cemetery, there is an official paved trail that runs parallel to the Creek on the west side of the valley. The trail crosses to the east side of the valley at the mid-point of the open segment of the Creek, where it remains until the Creek goes back underground. In addition to being used by the public for recreational purposes, the trail is used by City of Toronto staff to access Toronto Water infrastructure for maintenance purposes. COPY Yellow Creek is predominantly fed by stormwater runoff. The flashy, rapid runoff events from the urbanized area contributing runoff to the creek has led to severe erosion of the Creek banks and bed at many locations. Erosion control structures previously installed along the Creek, such as gabion baskets and armour stone walls, have failed or are in the process of failing. Failure of these structures pose risks to existing Toronto Water infrastructure in the valley. A number of these failing infrastructure are being addressed by others. Toronto Water owns several storm sewer outfalls along the length of Yellow Creek. There are also many other outfalls with uncertain ownership, some of which may have been abandoned, that outlet to the Creek. In addition to the storm sewer outfalls, there is a watermain that runs parallel to the Creek along part of its length. The watermain crosses beneath the Creek midway between St. Clair Avenue East and the location where the Creek goes back underground. Locations of Toronto Water infrastructure in the ravine are shown on reference drawings provided in Appendix E. The purpose of thisVIEWING assignment is to provide the City with a comprehensive investigation of Yellow Creek to derive a long-term approach for the mitigation of erosion that could potentially damage or create risk for Toronto Water infrastructure. To fulfil this scope of work, the City is looking to retain the services of a Consultant to complete a Master Plan EA Study within the framework of the MCEA process in association with the Adaptive Management of Stream Corridors in Ontario protocol. The YCGSMP will develop an understanding of channel processes operating within the watercourse and how these processes are being influenced by channel modifications, past stabilization and other infrastructure elements (i.e., bridges, culverts, flow restrictions, etc.). Based on the understanding of how the channel is behaving, preferred rehabilitation solutions are to be identified. Information on existing infrastructure, terrestrial habitat, vegetation, aquatic habitat, land use changes, historical adjustments to channel planform, geomorphic conditions, and geology will be used to develop and identify preferred solution(s).

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Plan and profile conceptual plans for preferred solution(s) for the purpose of protecting Toronto Water infrastructure, along with associated cost estimates, will be prepared, complete with a long- term management plan for future implementation. The scope of the YCGSMP will identify Toronto Water infrastructure along the watercourse that discharges to the channel, crosses beneath the channel, or runs parallel to or within an eroding bank to determine the current degree of protection and the rate of change, and to forecast how much time will elapse before the current degree of protection is lost and the infrastructure will either be exposed and/or potentially fail. Other existing non-Toronto Water infrastructure elements will also be investigated as necessary to confirm and map erosion extents and risk of erosion or potential failure along the watercourse.

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Wet Weather Flow Master Plan: a. In 2003, City Council adopted a city-wide WWFMP to address the impacts of wet weather flow on the City’s watercourses and receiving waters, and to improve the water quality of the City’s receiving waters. b. The WWFMP defines a series of stream restoration projects in all watersheds within the City that emphasize changing the management philosophy from a reactive approach to a proactive approach. The WWFMP recommends restoration of approximately 100 kilometres of stream channel with the principal rationale being to protect infrastructure in a manner that is consistent with sustainable design practices and aquatic habitat protection. These stream restoration projects are to be developed through a careful analysis of the hydrology and geology of the watershed, taking into consideration the impacts of past and future urban development, the implementation of stormwater runoff controls and the impacts of Climate Change. These projects, referred to as Geomorphic Systems Master Plans, are to be carried out as EAs. They will form the basis of an on-going stream restoration program to protect existing infrastructure in valleys and also inform the design of any new infrastructure. c. The WWFMP was developed on a watershed basis and as such the City was divided into five (5) study areas and the waterfront. The YCGSMP falls within Study Area 1: Combined Sewershed Area. d. While the WWFMP did not identify restoration works for Yellow Creek, any rehabilitation works proposed for Yellow Creek as part of this assignment shall be consistent with the rehabilitation works proposed for and implemented along other watercourses within the City to protect Toronto Water infrastructure. Ontario Environmental Assessment Process: COPY a. With reference to the planning and design processes prescribed in the MCEA document (MEA 2007, amended 2015), the YCGSMP will follow Approach No. 2. This Approach involves the preparation of a Master Plan Report at the conclusion of Phases 1 and 2 of the MCEA process where the level of investigation, consultation and documentation are sufficient to fulfil the requirements for Schedule B projects. b. MCEA Schedule B projects require further investigation and the filing of the Master Plan Report for public review, beyond that completed in the WWFMP. Three (3) points of public consultation are anticipated for this study. The first public consultation is anticipated at the problems and opportunity stage; the second will present the evaluation criteria and list of alternatives; and third will present the results of the evaluation and recommended solutions. Public Consultation during the YCGSMP will target landowners and users of the Yellow Creek valley, including several neighbourhood associations. c. Any rehabilitationVIEWING projects proposed by the YCGSMP will be for the purpose of mitigating erosion and sediment deposition that could potentially Toronto Water infrastructure at risk due to wet weather flow. Adaptive Management of Stream Corridors: a. The MNR's publication entitled The Adaptive Management of Stream Corridors in Ontario (2002) provides an adaptive environmental management feedback loop framework at a watershed level. The process applies to the management of natural systems that have a high level of unpredictability with respect to outcomes. This approach leads to continual improvement of the model in order to refine the process and ultimately the results. Consultants shall use this framework in the analysis of Yellow Creek. b. Past management in urban streams has generally been reactive in nature and often on an emergency basis. Public institutions are starting a journey of 'learning' how to practice adaptive management; in the Province of Ontario this type of approach is commonly applied to stream rehabilitation projects. Using natural channel design principles, the goal of identifying

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opportunities to create fish habitat and enhance overall ecosystem health, while maintaining the stream's function under varied and changing flow regimes is assessed. Designs that are generated are premised on an adaptive management approach, in recognition that the system as designed and constructed is not permanent, but rather is expected to change and adjust over time, both in terms of stream meander and channel cross-section, as the stream continues to adjust to land use impacts and the impacts of Climate Change. This adaptive management approach is detailed in the stream restoration guide (MNR, 2002). c. The adaptive management of stream corridors in Ontario is outlined in a systematic and integrated nine (9) step process: 1. Issue Assessment; 2. Problem Confirmation and Assessment; 3. Past – Future Trends/ Disturbances; 4. Assessment of Channel Response; 5. Present Stream Functions; 6. Forecast Ultimate Configuration; 7. Feasibility of Intervention; 8. Define/Evaluate Alternatives; and 9. Final Selection Plan or Design. The City is currently engaged in the repair of the stormwater outfall to Yellow Creek beneath the St. Clair Avenue East bridge. This work is expected to be completed by Q1 2020 shortly after the commencement of the YCGSMP study. Conceptual designs for any erosion control works recommended by the YCGSMP should tie into the worksCOPY being designed by others for the outfall repair project. The City will provide information on the proposed outfall repair works to the Consultant following award. Beginning in Q4 2019, the TRCA will be repairing and/or replacing collapsed gabions with either stone walls or “green” gabions and reshaping the streambed to slow flow at multiple locations along Yellow Creek. All work planned by the TRCA is expected to be completed before the end of Q4 2020. Conceptual designs for any works recommended by the YCGSMP should tie into the stream rehabilitation work completed by the TRCA. The City will provide information on the proposed TRCA works to the Consultant following award.

PROJECT OVERVIEW This Section is intended to provide the Proponent with an understanding of the specific parts of the project as developedVIEWING by the City. Items not specifically listed, but required to provide fully functioning systems and to meet the intent of the City, are deemed to be included in the base scope. a. Project Objective 1. Past storm events have caused substantial damage to the stream bed, banks, and erosion control works within the Yellow Creek stream channel and also damaged and/or put Toronto Water infrastructure at-risk. The purpose of the YCGSMP is to provide the City with the multi-disciplinary consulting services required to investigate the processes which have contributed to the physical degradation of Yellow Creek. Findings will be used to guide the development of a long term plan for rehabilitation of the Creek where appropriate to protect Toronto Water infrastructure that has already been damaged or is at risk of being damaged in the future as a result of erosion. 2. The City intends for this study to follow the MCEA process in conjunction with applying the Adaptive Management of Stream Corridors principles. 3. Tasks to be completed to achieve the objectives of the YCGSMP study include:

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a) Undertake the analyses required to assess and characterize past and existing conditions for stream morphology, hydrology and hydraulics, riparian and aquatic habitat, and Toronto Water infrastructure along Yellow Creek; b) Identify and evaluate rehabilitation alternatives that will contribute to the long-term protection of Toronto Water infrastructure while minimizing the effects on the riparian ecosystem, and improving aquatic habitat; and c) Select preferred solution(s) following an evaluation of environmental, social, and economic factors that will protect Toronto Water infrastructure. b. Project Schedule 1. The approximate timeline for this project is expected to be 30 months. This is only the City’s suggested timeline. If the Proponent considers the timeline too short or too long, identify this in the Proposal. Within the Proposal, the Proponent is responsible for identifying a timeline that they are committed to accomplishing.

PROJECT ELEMENTS This Section is intended to provide the Proponent with an understanding of the specific parts of the project as developed by the City in conjunction with the Appendices. These tasks are considered base scope. Where there is a conflict, the provisions in this Section shall take precedence. The Consultant must undertake the required analysis to describe past and existing conditions along Yellow Creek, evaluate alternatives for protecting Toronto Water infrastructure while minimizing the effects on riparian habitat and improving the aquatic habitat and select preferred solution(s) following an appropriate evaluation according to determinedCOPY environmental, social and economic criteria. Study Area: The Far Field limits include the entire sewershed and subwatershed for Yellow Creek, to its confluence with the Don River. The Near Field limits include the 1,275 metre open segment of Yellow Creek through the ravine in David A. Balfour Park, the stream banks and floodplain up to the toe of the valley walls. Refer to Appendix E.1 for images of the Study Area. The Taylor Massey Creek Geomorphic Systems Master Plan (2015) is provided as an Appendix of this RFP for Proponents to review and consider when developing their work plan and schedule. This document is an example of a previously completed study that the current assignment should follow. However, Proponents are to refer to this RFP document and to requirements outlined in Appendix A.15 for specific expectations with respect to this assignment that may require the methodology to be enhanced and expanded from what was considered sufficient for past Master Plan studies. Appendix A.15 outlinesVIEWING geomorphological, environmental and water resources requirements for watercourse related consultant assignments The YCGSMP study is to follow an integrated nine (9) step adaptive management process (see Section 2.1.12, Clause c above). Items a through d below outline requirements for the key study phases encompassing the nine (9) steps: a. PHASE 1: Issue Assessment and Problem Confirmation: 1. The Consultant shall complete a background information review and desktop assessment for the Study Area to identify key issues related to watercourse erosion in the vicinity of Toronto Water infrastructure, and shall determine the primary cause or causes of the issues identified. 2. Refer to Section A.15.4.1 in Appendix A.15 for tasks that shall be included in this study phase.

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3. Assess and incorporate relevant geomorphic information previously compiled by other agencies; including data collected as part of TRCA's stream monitoring programs for Yellow Creek. 4. The Consultant shall consider background information provided in Appendix E, as well as submit requests to the City and other agencies to obtain all required information. 5. The Consultant shall identify any gaps in the data related to the erosion control objectives of this study for protection of Toronto Water infrastructure, and consult with the City on the appropriateness of filling the data gaps. 6. The Consultant shall confirm goals and objectives of the YCGSMP with the City that are consistent with this RFP. 7. The consultant shall prepare a Technical Memorandum for City Review that summarizes the key analyses, findings, and conclusions of this study phase. b. PHASE 2: Development of Alternative Solutions: 1. The Consultant shall undertake discipline specific studies, fieldwork, and analyses as required to supplement background information compiled during the previous study phase, with the objective being to fill data gaps to confirm and/or gain insight into the existing conditions of both the natural environment and infrastructure located within the Yellow Creek valley corridor. 2. Perform analyses including but not limited to those outlined in Sections A.15.4.2 through A.15.4.26 of Appendix A.15. 3. The Consultant shall identify and delineate watercourse reaches along Yellow Creek. 4. The Consultant shall review and establish a meanderCOPY belt and erosion rates for Yellow Creek. 5. The Consultant shall provide air photo interpretation to determine rates of meander migration, the direction of meander movement, and the mode of meander development to further guide risk assessment recommendations and conclusions. 6. The Consultant shall conduct a Stage 1 Archeological Assessment for the Geomorphic Risk Assessment Study Area that conforms with City guidelines (https://www.toronto.ca/city-government/planning-development/application-forms- fees/building-toronto-together-a-development-guide/supporting- studies/?accordion=archaeological-assessment). 7. The Consultant shall determine past and future trends: a) Historic change in the watercourse including: historic sinuosity and meander geometry analysis,VIEWING hydrological and hydraulic changes, land use change and percent imperviousness, impacts to geomorphological and ecological response; and b) Future change in the watercourse including: anticipated channel adjustments and responses to future land use and/or infrastructure change. 8. The Consultant shall assess response to present and past disturbances. 9. The Consultant shall determine existing conditions through the identification and quantification of in-stream functions on a reach basis, including: a) Hydrology and Hydraulics: identify flow regime, Conceptual flow for each reach, including the basis for the bankfull flow and its estimated recurrence interval; along with low flow estimate and flows associated with various rainfall events (i.e. 2 year, 5 year, 10 year, 50 year and 100 year, and the Regional storm). b) Geomorphic form and function: channel geometry, channel hydraulics, boundary material and sediment character, channel stability, dominant process, erosion

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thresholds. Estimate an ideal typical cross-sectional area, assuming a natural channel system (engineered natural channel system). Length of individual riffles and individual pools, based on an assumption of a riffle pool structure; if a different bed geomorphic or habitat structure is more appropriate, Consultant shall specify the applicable structure. Location of sinuous elements for top of channel, based on assuming that bed of channel remains largely in place. c) Terrestrial function in areas where construction access or activities for future rehabilitation and/or erosion control works may impact existing habitat: Vegetation and habitat features, rare species, species at risk, mammalian and avian wildlife, identification of high quality habitat (i.e., environmentally sensitive areas) or habitat that may be home to rare or endangered species. d) Aquatic function: reach fish communities and habitat assessments, benthic communities and habitat assessments, water quality. 10. The Consultant shall conduct a geomorphic risk assessment for Toronto Water infrastructure sites that are at-risk as a result of channel erosion: a) The Consultant shall determine Vertical Risk of damage or failure to sewers and watermains situated below the bed of the channel with the following proposed methodology: 1. Carry out a field survey (total station) of the stream bed encompassing the upstream and downstream riffles and pools at each location where a sewer or watermain is situated beneath the bed of the channel to provide an estimate of present day cover and the rate of change, and to forecast how much time will elapse before the current degree of protectionCOPY is lost. 2. Create a linear model of the stream bed in relation to the points where a sewer or watermain is situated below the bed of the channel. 3. Create a linear model of the invert and crown of the sewer or watermain where they are situated below the bed of the channel. 4. Estimate the depth of cover of the stream bed over the crown at each location or the amount that the bed is underneath the crown. Where calculations indicate that the crown is exposed, confirm the magnitude from available engineering drawings or field investigations. 5. Review as-built drawings to ascertain how the sewer or watermain was constructed (e.g., by open trenching through the stream bed or, by tunnelling, or by other alternate methodology) and whether the remaining cover is native or disturbedVIEWING or from upstream sediment supply. 6. Where calculations indicate that there is a residual cover above the crown, conduct hand based field investigations to confirm the depth of cover by digging down in the stream bed to the depth that can be excavated by such methods. Sample sediment substrate, at the time of excavation, to provide information regarding stream substrate pavement and sub-pavement parameters. 7. Using erosion thresholds and other geomorphic understanding estimate the timeline for exposure. b) The Consultant shall determine Horizontal Risk to Toronto Water infrastructure (i.e. sewer, watermain, maintenance holes, outfalls, etc.) parallel and within 5 metres of the channel banks (or within the meander belt, or warm water riparian zone, depending on whether engineering counter measures are present and such geomorphic processes as bend migration involved) with the following proposed methodology:

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1. The Consultant shall carry out a field survey to estimate the width of bank cover for infrastructure parallel to the channel banks. Using meander migration data, determine the rate of change and forecast how much time will elapse before the current degree of protection is lost. 2. Create an appropriate geometric representation of the channel banks in relation to the points where the alignment of the Toronto Water infrastructure is parallel to, or is in close proximity to the alignment of the channel bank, using air photo information. 3. Create a linear model of the alignment of the nearest exposure of Toronto Water infrastructure to each point identified above. 4. Estimate the lateral distance of the channel bank from the external portion of the Toronto Water infrastructure. 5. Using historical aerial imagery and recent air photo’s, estimate how much the channel banks have moved and hence what the rate of change that has occurred at these horizontal points of interest. 6. Using channel migration rates and other geomorphic understanding estimate the timeline for exposure. 7. Map all areas of erosion along the watercourse and determine severity by linking with migration rate information. Identify if erosion threatens Toronto Water infrastructure. c) For both vertical and horizontal risk assessments, map all existing erosion along the watercourse and identify type of erosion COPY (i.e., bed, bank, valley wall), vertical and horizontal extent and impact (i.e., private property, bridge abutment, maintenance hole). d) For both vertical and horizontal risk assessments, map all erosion control measures (i.e., armour stone, gabion, rip-rap, concrete lining, etc.), identify their function, characterize performance, determine condition, and anticipate remaining lifespan. Identify control measures directly or indirectly protecting Toronto Water infrastructure. 11. The Consultant shall incorporate a high level review of the recommended WWFMP (2003) stormwater management measures for the Yellow Creek subwatershed to confirm the feasibility and effectiveness of existing and proposed end-of-pipe facilities in relation to past and future trends, specifically targeting their impact on flows, water quality, and channel stability and erosion-related issues. 12. Using gathered baseline data the Consultant shall identify present stream functions with regards toVIEWING fluvial geomorphology, aquatic habitat and water resources engineering. Link present stream functions with impacts (i.e., direct, indirect and cumulative effects) of urbanization. 13. The Consultant shall forecast the ultimate configuration of the channel and review Toronto Water infrastructure for potential impacts. a) Conduct a comprehensive review of the watercourse to determine At-Risk and potentially At-Risk Toronto Water infrastructure elements that conflict with the ultimate channel configuration. b) Provide a list of Toronto Water infrastructure elements, including watermains, outfalls, and all components of the sanitary sewer system, that are currently exposed or are At- Risk based on the ultimate channel configuration. Identify other infrastructure or physical structures in place, (such as other utilities, road, rail, trails and other crossings, gabion, armour stone) within the ultimate channel configuration.

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14. Following the completion and integration of the discipline specific studies and analysis the Consultant shall propose rehabilitation strategies that will inform alternative solutions. 15. Data and information gained during this phase should be organized and presented in a manner similar to previous Geomorphic Systems Master Plans conducted by the City and shall reflect the Adaptive Management of Stream Corridors process. 16. The Consultant shall prepare a Technical Memorandum for City review, that summarizes the key analyses, findings, and conclusions of this Item. c. PHASE 3: Define and Evaluate Alternative Solutions: 1. The Consultant shall determine the feasibility of intervention by examining environmental, technical, economic, legal and social constraints and trade-offs. 2. Generate alternative solutions as per Section A.15.3.3.4 of Appendix A.15. 3. The Consultant shall define and evaluate alternatives for the rehabilitation and protection of Toronto Water infrastructure. Alternatives may include, but are not limited to: Do- Nothing, Site Based Works (i.e., one infrastructure element) and/or Reach Based Works (i.e., more than one infrastructure element) and should be based on the protection of Toronto Water infrastructure. Development of alternatives will be informed by the rehabilitation strategies. Alternatives developed should include reach based thematic sketches, indicating approximate extent of any rehabilitation as well as high level description of each alternative. 4. Consider objectives presented in the WWFMP (2003) when formulating the alternative solutions. 5. Develop an evaluation methodology for the proposedCOPY erosion control works for feedback and approval from the City and agencies. 6. The City anticipates that Public Consultation, including Indigenous Consultation and Agency Consultation, will be required during the study. Refer to Section 6.2 for information on Public and Indigenous Consultation. 7. The Consultant shall prepare a Technical Memorandum for City review that summarizes the key analyses and findings, and provides recommendations for the preferred solution(s). d. PHASE 4: Selection of Preferred Solution(s): 1. Following the City's confirmation of the preferred solution(s), the Consultant shall develop an Implementation Plan for completing the works. 2. The Implementation Plan shall include: a) PrioritizationVIEWING of Toronto Water infrastructure sites for rehabilitation. High Priority sites along the watercourse are anticipated to be sites where water and sewer infrastructure is intermittently or continuously exposed, is likely to become exposed in the near future, and/or is at risk of failure due to erosion. b) The Consultant shall identify the MCEA Schedule for each site in consultation with the City. 3. Following City review and confirmation of the priority ranking methodology documented in the Implementation Plan, the Consultant shall provide conceptual plans for all Toronto Water infrastructure sites identified. a) For the purposes of this RFP, the Consultant should anticipate that seven (7) conceptual plans will be required. b) Conceptual plans may be site specific or reach scale depending on the proximity of sites and the desire to avoid a "band aid" solution to infrastructure protection.

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c) Conceptual plans shall be supported by information and analysis gathered as part of this study (i.e. informed by channel design flow, channel cross sectional area and positioning of riffle pool structure for identified reaches along Yellow Creek). Short-Term Erosion Monitoring a. Due to the extended duration of this Study the Consultant shall, on a reach basis, develop and implement a short term monitoring plan carried out at six month intervals during the study in an attempt to identify changes along the watercourse. b. Monitoring is to be completed as per Section A.15.4.26.1 of Appendix A.15. c. Establish monumented monitoring sites for future monitoring of channel erosion. Assume six (6) sites are to be established throughout the stream. Actual locations are to be determined as part of the study and upon consultation with City staff. Perform detailed total station surveys at these sites to establish baseline conditions. d. The Consultant shall prepare a Technical Memorandum for City review that summarizes the key analyses and findings of short-term monitoring completed over the course of the YCGSMP Study. Master Plan Report a. The Consultant shall prepare and deliver the draft and final Master Plan Report for the study area that documents the results of all the EA process activities as per Section A.15.3.3 of Appendix A.15. b. The Master Plan Report shall document all analyses/investigations/evaluations performed for the geomorphic study of the Yellow Creek system, assessment of alternative solutions related to protecting Toronto Water infrastructure againstCOPY effects of erosion, and selection of the preferred solution(s), with supporting conceptual plan figures and/or drawings, maps, models, calculations, drawings, cost estimates, and other pertinent technical background data. c. The Consultant is to allow a six (6) week period for the review of the draft Master Plan Report by City staff. If any solutions should require permit(s) and/or approval(s) from other agencies (e.g. TRCA, MECP, etc.), the Consultant shall also submit the draft report for their review and comments. The Master Plan Report shall, at a minimum, include the following: 1. Executive Summary that conforms with World Wide Web Consortium Web Content Accessibility Guidelines (WCAG) 2.0 Level A in accordance with the AODA Integrated Accessibility Standards; 2. Overview of study scope and methodology; 3. Issue Assessment and Problem Confirmation; 4. DevelopmentVIEWING of Alternative Solutions; 5. Define and Evaluate Alternative Solutions; 6. Selection of Preferred Solution(s); 7. Interpretation and correlation of all data collected in field work, including ecological, geomorphic, climate, precipitation, and infrastructure monitoring data, field observations, and findings (include appropriate graphics); 8. Discussion on findings such as level of service and performance, sources/causes of erosion for existing condition together with the evaluation of rehabilitation alternatives and costs, and selection of the preferred solution(s); 9. Documentation of all parameters and assumptions made during the assessment and production of modelling processes, qualitative and quantitative approaches to the stream systems analysis, and evaluation of alternative solutions;

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10. Documentation of all analyses, results, stream channel and riparian zone condition and performance assessments, alternative solution evaluations, Toronto Water infrastructure protection level, etc. to be summarized and presented in tabular and/or graphical formats (colour where appropriate to aid in interpretation); 11. Conclusions and recommendations; and 12. Technical Appendices including, but not limited to, copies of the following: a) Technical Memorandum for Archaeological Assessment; b) Record of Public Consultation; c) Indigenous Consultation Record; d) Agency Consultation Record; e) Preferred Solutions Mapping; f) Considerations for future Preliminary and Detailed Design Phases; g) Comments Received During 30 Day Review Period; h) All modelling data, analyses, including all alternatives considered (with ArcGIS shape files, input and output computer files, etc.); all GIS shape files shall use MTM NAD27 coordinate system; i) All photographs with captions. All photographs to be geolocated and viewable within or as part of a geodatabase with direction of view indicated; and j) All relevant work notes. d. The Consultant is to submit three (3) paper copies (plus one unbound copy), three (3) paper copies of the Appendices (plus one unbound copy), and two portable storage devices, each containing the complete electronic copy of the final Master Plan Report and all its appendices, to the City. Note that the electronic copies should beCOPY submitted as a single file for ease of use. Should the file size be excessive, provide all appendices as a single separate file. The City will submit the "Notice of Completion" to the regulatory review agencies and the public for review. The City will file the final report(s) with the City Clerk who will place it on public record for 30 calendar days for review. e. The Consultant shall be responsible for preparing responses to comments received during the period (30 calendar days) of public and regulatory agency review as well as addressing any Part II order requests received within the shortest and an acceptable time frame. f. Data and models prepared as a deliverable for this study are the property of the City. The methodologies may be used by the Consultant for other work. However, the data may not be used for any other purpose without the express written permission of the City. Conceptual Design Brief a. Subsequent toVIEWING the Master Plan Report being filed, the Consultant shall prepare conceptual designs for the preferred solution(s). b. For the purposes of this RFP, the Consultant should anticipate that conceptual designs for seven (7) sites will be required. c. The conceptual designs will be presented in a Technical Memorandum, referred to as a Conceptual Design Brief, that will not form part of the final Master Plan Report. d. The Conceptual Design Brief, with sufficient review and refinement, will provide the basis for the terms of reference for future Preliminary and/or Detailed Design assignments for project(s) recommended by the YCGSMP. e. The Conceptual Design Brief shall at a minimum include: 1. Planform and profile drawings of the Creek, including positioning and length of all riffles and pools, depths of Toronto Water infrastructure below the Creek, location of existing

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Toronto Water and non-Toronto Water infrastructure, treatments proposed to protect Toronto Water infrastructure, etc. 2. Recommendations for potential construction access route(s) from the municipal right-of- way and construction staging area(s) that will minimize the impacts on terrestrial systems while balancing costs that may be incurred due to access restrictions for Toronto Water. 3. Identification of any permanent easement requirements within the Study Area. 4. Capital and lifecycle cost estimates for the proposed works. 5. Identification of any specific approval requirements for the preferred solution(s) following meetings with City Divisions (Toronto Water Distribution and Collection; Parks, Forestry & Recreation; Transportation Services; Planning; Real Estate Services; etc.) and regulatory approval agencies (e.g. TRCA, MECP, MNR, DFO, etc.).

GENERAL PROJECT REQUIREMENTS Clauses in this Section apply to all areas included in the scope. Proponents are to confirm on-site to their own satisfaction, both the accuracy of the information provided in the City’s RFP and the current site conditions prior to submission of Proposals. As-built drawings are not to be solely relied upon for design development. The requirement to meet current regulatory codes is considered base scope. All proposed works must meet the most recent standards. The Vendor shall ensure that all study and design activities are coordinated with the other active City Division and external agency projects in the studyCOPY area as required, and will be subject to discussions and reviews by the City. Appendices – the requirements for provision of engineering services are specified in the Appendices. It is the responsibility of the Proponents to familiarize themselves and comply with the project and contractual requirements of the City, as specified in the Appendices, and to ascertain the full scope of work and the engineering services required for the project, prior to submission of the Proposal. The following clauses provide additional, project specific requirements, and are to be read in conjunction with the Appendices. Where there is a conflict, the provisions in this section shall take precedence. Appendix A.1 – includes the City’s general project requirements for project management and administration procedures. Note that additional requirements for project management and administration procedures specific to watercourse rehabilitation projects are included in Appendix A.15. ProponentsVIEWING should read Appendix A.15 in conjunction with Appendix A.1. a. For the YCGSMP, specific exceptions/modifications to Appendix A.1 include: 1. Section A.1.5.1 – Monthly progress meeting shall be scheduled instead of bi-weekly progress meeting. 2. Section A.1.5.1 Contract Administration – not applicable. 3. Additional meetings – in addition to the project meetings required in accordance with Appendix A.1, allow for: a) Six (6) additional half day meetings with review agencies, including a pre-consultation meeting. The focus of these meetings will be to consult with review agencies, address approval agency comments, issue resolution, and proactive project planning. b) Three (3) public consultation evening and/or weekend meetings (PICs) during the EA process. Refer to Section 6.2 for requirements.

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Appendix A.2 – includes City requirements related to health and safety and designated substances. a. For the YCGSMP, specific exceptions/modifications to Appendix A.2 include: 1. Section A.2.1.8: The base scope of work includes for standard health & safety personal protective equipment such as hardhats, safety footwear, eye protection, safety vests, safety gloves, and hearing protection. Safety equipment such as respirators, gas detection, scaffolding, safety retrieval devices needed to perform this work is to be provided by the Vendor, but paid for in accordance with Section 5. 2. Section A.2.2 – not applicable. 3. Section A.2.3 – not applicable.

Appendix A.3 – includes City requirements related to approvals. Note that additional requirements related to approvals specific to watercourse rehabilitation projects is included in Appendix A.15. Proponents should read Appendix A.15 in conjunction with Appendix A.3.

Appendix A.4 – includes City requirements related to design and drawings standards. a. For the YCGSMP, specific exceptions/modifications to Appendix A.4 include: 1. Section A.4.2.1 – not applicable. 2. Section A.4.2.4 – not applicable. 3. Section A.4.3 – not applicable. COPY

ENGINEERING STUDIES & EAs Appendix A.5 – includes the City’s general requirements for EAs. Note that additional requirements for EAs specific to watercourse rehabilitation projects are included in Appendix A.15. Proponents should read Appendix A.15 in conjunction with Appendix A.5. a. The clauses in this section provide project specific requirements for the EA study process, and are to be read in conjunction with the City’s general requirements in Appendix A.5. Where there is a conflict, the provisions in this section shall take precedence. The Proponent is responsible for reviewing this information and familiarizing themselves with the City’s requirements, and shall comply in their entirety. b. Master Plans typically recommend a set of works which are distributed geographically throughout the study area and which can be implemented over an extended period of time. While the worksVIEWING may be implemented as separate projects, collectively these works are part of a larger management system. c. At a minimum, the Master Plan shall be undertaken following Approach No. 2 of the Master Planning Process. This involves the completion of Phases 1 and 2 of the MCEA process and the preparation and filing of a Master Plan report and a “Notice of Completion” at the conclusion of Phase 2 for a minimum 30 day public and external agency review period. d. The Master Plan Report shall be prepared to a level of investigation, consultation and documentation to fulfil the MCEA requirements for all preferred solutions (i.e. projects) within the Master Plan, as per their MCEA project schedule. The final "Notice of Completion" for the Master Plan will also be the "Notice of Completion" for the Schedule B projects recommended in the Master Plan. The Proponent shall provide responses and clarification to any questions and resolve any challenges (e.g. Part II Order requests) that arise during the minimum 30 day review period. e. The EA activities for the study area shall include, but not be limited to, the following:

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1. Public and Agency consultation is outlined in Section 6.2. 2. Three (3) Points of Public Contact will be undertaken. The first public consultation is anticipated at the problems and opportunity stage; the second will present the evaluation criteria and list of alternatives; and the third will present the results of the evaluation and recommended solutions. 3. Preparation of a general inventory of the natural, social, and economic environments that are to be considered when reviewing the effects of projects on the study area. 4. Development of evaluation methodology to evaluate alternative solutions for stream rehabilitation for the protection of Toronto Water infrastructure. 5. Re-evaluate or confirm and finalize the initial preferred solutions by taking into consideration input and comments received from City, regulatory review agencies, and the public. 6. Identification of the type of MCEA, project(s), i.e., Schedule A, A+, B, or C, for the preferred solution(s). 7. Preparation of a DRAFT and a FINAL Master Plan Report and "Notice of Completion" for the Master Plan, which will also serve as the "Notice of Completion" for any Schedule B projects recommended in the Master Plan. The formal planning process must be documented in the Master Plan report to satisfy MCEA requirements for all projects recommended in the MCEA study. 8. The final, completed Technical Memorandums, submitted previously and revised to address comments, will be appended to the Master Plan report. 9. The Consultant shall assist the City in the preparationCOPY of a draft "Notice of Completion" of the Master Plan (to be issued by the City) advising the public and review agencies of the completion of the MCEA process after the Master Plan Report is finalized in accordance with feedback received from the PICs. The "Notice of Completion" is to be included as part of the Master Plan Report in accordance with the MCEA requirements. f. Additional requirements to Appendix A.5 include: 1. Public Consultation for the YCGSMP will be City led. Refer to Section 6.2 for specific requirements.

Appendix A.6 – includes the City’s general requirements for Engineering Studies. Note that additional requirements for Engineering Studies specific to watercourse rehabilitation projects are included in Appendix A.15. Proponents should read Appendix A.15 in conjunction with Appendix A.6. VIEWING a. For the YCGSMP, specific exceptions/modifications to Appendix A.6 include: 1. Section A.6.2.2.3 – not applicable; 2. Section A.6.2.2.4 – not applicable; 3. Section A.6.2.3 – not applicable; and 4. Section A.6.6.1.3 – not applicable.

PRELIMINARY DESIGN ENGINEERING SERVICES Appendix A.7 – includes the City’s general requirements for preliminary design engineering services. Note that additional requirements for Preliminary Design Engineering Services specific to watercourse rehabilitation projects are included in Appendix A.15. Proponents should read Appendix A.15 in conjunction with Appendix A.7.

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a. Not Applicable except as noted below. b. The Preliminary Design requirements are to be reviewed by the Consultant in their entirety to ensure that the Consultant provides the detail needed in the Conceptual Design Brief to allow the future Preliminary Design by others to proceed directly from the conceptual design stage outlined in of Section 2.3.9. c. Specific exceptions/modifications to Appendix A.7 include: 1. Section A.7.8 – Undertake Quality Level "C" subsurface investigation to inform conceptual plan development.

DETAILED DESIGN ENGINEERING SERVICES – N/A

SERVICES DURING CONSTRUCTION – N/A

SERVICES DURING TESTING AND COMMISIONING – N/A

SUB-SURFACE INVESTIGATION Refer to Appendix A.7.

WATERCOURSE PROJECTS Appendix A.15 – includes the City’s general requirementsCOPY for watercourse projects. a. For the YCGSMP, specific exceptions/modifications to Appendix A15 include: 1. Section A.15.3.4 (Deliverable - Pre-Design Report) – Not applicable, However the Pre- Design Report requirements identified in the appendix are to be reviewed by the Consultant in their entirety to ensure that the Consultant provides the detail needed in the Conceptual Design Brief to allow the future Preliminary Design by others to proceed directly from the conceptual design stage outlined in of Section 2.3.9. 2. Section A.15.3.5 (Deliverable - Detailed Design Package) – not applicable. 3. Section A.15.4.1.1.h - Site history shall be established to a minimum of 50 years. and preferably to the age of the Toronto Water infrastructure within the Near Field study area. 4. Section A.15.4.3.10 – Take three different sets of dry weather grab samples over three months (dryVIEWING weather is considered no precipitation within 72 hours). Sample at the following locations: a) At the source outfall; b) Upstream of three outfalls around St Clair Avenue East bridge; c) Immediately downstream of the three outfalls near the St. Clair Avenue East bridge; d) Immediately upstream of the outfall at the rail bridge; e) Immediately upstream of point stream goes underground at downstream end of David A. Balfour Park; and f) At the closest discharge point into the Don River that is not impacted by Don River flows (expected to be the Yellow Creek outfall ASSET ID #OF3753315532 at the Don River south of the Bloor/DVP ramp and Transportation Services Yard). Take three wet weather composite samples at the same locations. Create composite samples by collecting three equal volume grab samples over a ten minute interval. All stations sampled during the same event and starting from the upstream locations.

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5. Section A.15.4.9 (Structures (Bridges, Causeways and Culverts) Analysis) – not applicable. 6. Section A.15.4.14 (Aquatic Habitat Mitigation / Compensation Plan) – not applicable. 7. Section A.15.4.16 (Heritage Resources Impact Mitigation / Compensation Analysis) – not applicable. 8. Section A.15.4.18 (Vegetation Protection and Mitigation / Compensation Analysis) – not applicable. 9. Section A.15.4.19 (Ecosystem Land Classification (ELC) Impact Analysis) – not required. 10. Section A.15.4.21 (SARA, ESA and ANSI Protection Mitigation / Compensation Analysis) – not applicable. 11. Section A.15.4.23 (Wildlife Compensation Analysis) – not applicable. 12. Section A.15.4.24 (Construction Plan) – not applicable. 13. Section A.15.4.26.2 (Monitoring Requirements Post-Construction) – not applicable.

SUMMARY OF PROJECT SUBMISSIONS Table 2-1 includes a summary of major project submissions. Proponents should note that other deliverables are also required, as specified within this document. The Consultant shall provide electronic copies of all deliverables. Draft deliverables shall be delivered as Word files and Final deliverables shall be searchable PDFs. Electronic copies should be submitted as a single file for ease of use. Should the file size be excessive, provide all appendices as a single separate file. Maintain all draft andCOPY final deliverables in electronic form and make them available to the City for download for a period of at minimum five (5) years after project completion. The City will provide written comments to each submission in a standard template provided either by the Vendor or the City. The Vendor shall respond to each comment, in writing, indicating clearly how the comment has been addressed / incorporated, whether more information is required, or provide reasons why the comment has not been incorporated.

ALTERNATIVES SUGGESTED BY PROPONENT The City is interested in innovative solutions and will consider alternative approaches in the execution of the project. Alternatives presented by the Proponent, but not specifically requested by the City, will be evaluated in accordanceVIEWING with Section 3.4.12. Any alternative proposed must be of sufficient detail to allow the City to understand the merit(s) of the alternative and benefit(s) to the City. The City reserves the right to accept or reject any alternative and is under no obligation to consider any alternative.

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Table 2-1 Major Project Submissions

Submission Draft Final (Electronic Copy) (Hard Copy) Environmental Assessment Deliverables: Technical Memorandum – Background Review 1 n/a Technical Memorandum – Alternative Solutions Development 1 n/a Technical Memorandum – Evaluation of Solutions 1 n/a Technical Memorandum – Preferred Solution Conceptual Plan 1 n/a Yellow Creek Geomorphic Systems Master Plan EA 1 8 + 1 electronic copy Conceptual Design Brief 1 8 + 1 electronic copy

COPY

VIEWING

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PROPOSAL SUBMISSION SUBMISSION OVERVIEW The City has formulated the procedures set out in this RFP to ensure that it receives Proposals through an open, competitive process, and that Proponents receive fair and equitable treatment in the solicitation, receipt and evaluation of their Proposals. The City may reject the Proposal of any Proponent who fails to comply with any such procedures. Proposals are expected to address the RFP content requirements as outlined herein. The Proposals should be well ordered, detailed and comprehensive. Clarity of language, adherence to suggested outline, and adequate accessible documentation is essential to the City’s ability to conduct a thorough evaluation. General marketing and promotional material will not be reviewed or considered. The City prefers that the assumptions used by a Proponent in preparing its Proposal are kept at a minimum and to the extent possible, that Proponents will ask for clarification prior to the deadline for Proponent questions rather than make assumptions. Proponents should also review Sections 3 to 6 of Appendix B with respect to asking questions about the RFP. Where a Proponent's assumptions are inconsistent with information provided in the RFP, or so extensive that the total Proposal cost is qualified, such Proponent risks disqualification by the City in the City's sole discretion.

PROPOSAL DOCUMENTATION The documentation for each Proposal: a. Must be submitted in a sealed envelope or containerCOPY (submissions made by fax, telephone, or electronic message will not be accepted) displaying a full and correct return address; b. Must consist of one (1) original (clearly marked as such on its first page) and three (3) full copies and one pdf version of: 1. A Main Proposal Document as described in Section 3.4, including all attachments (Mandatory); and 2. Form 1 (Proposal Submission Form) completed and signed by an authorized official of the Proponent. This includes the acknowledgement of all addenda received as per Appendix C (Mandatory). c. The Cost of Services Proposal must be submitted separately in a sealed envelope, as part of the two-envelope process. Refer to Section 5 regarding the Cost of Services Proposal. Inclusion of pricing information in the Technical Proposal will render the Proposal submission non-compliant.VIEWING d. Must not include: 1. Any qualifying or restricting statements; 2. Exceptions to the terms and conditions of the RFP that have not been approved through addendum; or 3. Additional terms or conditions. e. Must be completed and signed in a non-erasable medium. f. Proponents must have attended the mandatory site/information meeting as per Section 1.5.

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PROPOSAL DELIVERY Must be delivered no later than the Closing Deadline to:

Chief Purchasing Official Purchasing and Materials Management Division 18th Floor, West Tower, City Hall TORONTO, ON, M5H 2N2

Delays caused by any delivery service (including Canada Post and courier) shall not be grounds for an extension of the Deadline, and Proposals that arrive after the Deadline will not be accepted.

TECHNICAL PROPOSAL CONTENT The Technical Proposal should contain the following items. Title Page a. Showing RFP number, closing date and time, Proponent's name, address, email address and telephone number. COPY Letter of Introduction a. Introducing the Proponent and signed by the person(s) authorized to bind the Proponent to statements made in the Proposal. The letter should be signed by the person signing the submission forms. Provide details for a contact person who will act as the Proponent’s representative for post-submission communications.

Table of Contents a. Include page numbers, identifying all submitted materials.

Format a. Subsections 1VIEWING through 9 should be limited to 24 pages, minimum 10 point font, single sided (or preferably printed on 12 pages double sided), with unlimited appendices.

Subsection 1 – Executive Summary a. Summary of the key features of the Proposal.

Subsection 2 – Proponent's Profile & Corporate Experience a. Overview of the Proponent firm(s), its history, and its future plans. Include a list of present or pending assignments with the City, if any. b. Proponents should have staff, organization, and an installed base adequate to ensure their ongoing ability to deliver and support the project over the period of the assignment.

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c. To be evaluated fully as a viable and sound enterprise, the Proponent should include the following information, and if the submission is a joint Proposal, for each consortium member. Please note that Proposals being presented by consortiums that do not include the information requested for each consortium member, will not be awarded full marks during evaluation. d. If the Proposal is being presented by a consortium, provide a description of the relationships between consortium members. Please note Section 2 of Appendix B regarding consortiums and the requirement that there be a single Proponent. e. A profile and summary of corporate history including: 1. Date company started; 2. Products and/or services offered; 3. Total number of employees; 4. Major clients; 5. A profile and summary of corporate history of any subsidiaries and affiliates and the nature of the Proponent’s relationship to them (i.e., research, financing and so on); and 6. Where the skills/expertise/experience are being provided by a subcontractor or other legal entity apart from the Proponent, a Proposal that does not include the information requested in Subsection 2 for each such subcontractor or other entity, will not be awarded full marks during the evaluation. f. The Proponent should demonstrate its commitment to diversity by: 1. Describing your company's commitment to an active supplier diversity program, including providing a company approved policy related toCOPY supplier diversity and demonstrated results of the policy; and 2. Describing your company’s commitment to a pro-active employment diversity program, including providing the company approved employee diversity policy and demonstrated results of the policy. g. Diverse Supplier: If the proponent is certified by a Supplier Diversity Organization, the Proponent should provide evidence of such certification. h. Corporate Experience 1. Proponents are to demonstrate corporate experience by providing descriptions of a minimum of five (5) projects, as described below, that have been successfully completed within the last ten years. 2. Proponents are to demonstrate sufficient project experience including, but not limited to the followingVIEWING specific areas: a) EAs, with a preference given for EAs related to stream rehabilitation projects; b) Geomorphic studies and/or stream rehabilitation/stream channel works projects, as the prime Vendor, for projects of at least $300,000 in consulting costs; and c) Design of stream rehabilitation projects, including watercourse modelling, cost estimating and cost-benefit analysis. 3. List projects with details as to size, location, owner, and names of the staff that managed these projects, to demonstrate relevant experience. 4. Projects that are more recent, of similar scale (or larger) and most similar to the subject of this RFP will be scored higher. 5. Include project profile documentation in an Appendix. 6. Complete corporate experience Table 3-1.

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Table 3-1 Corporate Experience and References

Project Information References Project Name Capital Cost Description Project Key Company Contact of Scope Stage / Staff Name Details Year of & Completion Roles

*Proponents may recreate this chart containing the requested information.

i. References 1. The reference projects should have been successfully commissioned and at a minimum achieved Substantial Performance as defined in the Construction Act. 2. All reference information should be provided. 3. In providing references, Proponents agree that the City can contact the individuals listed as part of the evaluation process. The City will make its own arrangements in contacting the references. Substitution of references will notCOPY be permitted after the close of the RFP. 4. The City's evaluation may include information provided by the Proponent's references and may also consider the Proponent's past performance on previously awarded contracts with the City or other related Agencies, Boards and Commissions of the City.

Subsection 3 – Organization Chart and Project Team a. The Proponent is required to assemble a multi-disciplinary team whose expertise matches the specific needs of the project. b. Organization Chart 1. Include an organization chart for this project with defined roles and responsibilities. Provide details on how the team will be managed, including communication and co-ordination protocol to ensure a successful delivery of the project. 2. The ProponentVIEWING should submit signed consent forms authorizing the disclosure of personal information to the City, or its designated agent(s), for any resumes that are submitted. The Proponent will accept all liability if not disclosed to the City. c. Team Members Individual Experience 1. The proposed project team is expected to demonstrate project experience, including, but not limited to the following specific areas: a) Project Manager - The proposed PM should have a preferred minimum of seven (7) years of experience on similar multi-disciplinary projects and projects of similar scope to this RFP. b) Technical Lead - The proposed Technical Lead should be a Fluvial Geomorphologist or Water Resources Engineer with a preferred minimum of ten (10) years of experience on several watercourse rehabilitation projects of similar scale and scope to this project.

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c) Fluvial Geomorphologist - The proposed Fluvial Geomorphologist should have a preferred minimum of five (5) years of experience on similar watercourse rehabilitation projects. d) Watercourse Specialist - The Watercourse Specialist should have a preferred minimum of five (5) years of experience in stream hydraulics modelling and stream rehabilitation on similar projects. e) Aquatic Biologist - The proposed Aquatic Biologist should have a preferred minimum of five (5) years of experience on projects of similar scale and scope. f) Riparian Ecologist/Biologist - The proposed Ecologist/Biologist should have a preferred minimum of five (5) years of experience on projects of similar scale and scope. g) Cost Estimator – The proposed cost estimator should have a preferred minimum five (5) years of experience in estimating construction costs for stream rehabilitation on projects of similar scale and scope. 2. Outline recent experience of the proposed team members on projects of a similar nature with details as to stage (including dates), scope (key elements), construction value, location and the owner. 3. Identify key Project Management staff for this project. Provide information on their specific experience and proposed roles on the project team. The experience profiles should highlight project management and technical expertise with examples of completed assignments, including actual roles and responsibilities on each project. 4. Identify key technical staff proposed for this project. Provide their professional qualifications related project experience and the proposed roles and responsibilities on this project. At a minimum, identify design leads, QA/QC team, technicalCOPY specialists, and field staff. 5. Provide information on key technical staff specific experience illustrating relevant experience and technical expertise with examples of completed assignments including roles and responsibilities on the referenced projects. 6. The City will accept key Project Management and technical staff that fill more than one role on the project so long as sufficient professional qualifications and project experience are presented in the proposal, and Table 3-2 is completed. 7. Include a summary table of the above qualifications and experience of the team members as it relates to their role in this project and their role in the referenced projects. 8. The City has a preference for a minimum number of years of experience for Proponent's team members. The preferred years of experience are listed in Table 3-2. 9. Continuity of key personnel will be required, with a contractual obligation for substitutions only with VIEWINGa written approval by the City. 10. Provide detailed CVs in an appendix. All CVs should be arranged in alphabetical order.

Subsection 4 – Project Understanding and Approach a. Provide a description of the understanding of the scope of work. Illustrate the approach and the proposed methods to successfully complete the project. b. Discuss the development of the project workplan and outline a strategy for bundling or staging of project components. Include a discussion on addressing maintainability, resilience, risk analysis, constructability, or site specific limitations, etc. c. Identify management and control methods during the execution of the project’s phases. This should include details of but not limited to communication, scope management, change management, time management, schedule management, risk management, staff planning, dispute prevention and resolution.

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Table 3-2 Qualifications for Team Members

Project Role Preferred Name of the Years of Years of Proposed Staff Experience of Experience Proposed (in years) Staff Project Manager 7 Technical Lead (Water Resources 10 Engineer / Fluvial Geomorphologist) Fluvial Geomorphologist 5 Watercourse Specialist 5 Aquatic Biologist 5 Riparian Ecologist 5 Cost Estimator 5 *Proponents may recreate this chart containing the requested information

d. Outline the cost control measures that will be implemented in order to ensure that the upset limit for the engineering fees will not be exceeded. e. Specifically discuss the following: 1. Approach to securing required approvals; 2. Schedule, with emphasis on the possible accelerationCOPY of the project delivery; and 3. Constructability concerns recognizing operational limitations, constructor issues, and quality control.

Subsection 5 – Workplan and Deliverables a. The workplan should be structured to match the categories in Table 5-1 in Section 5 – Cost of Services, but expanded on to include activities under each phase. The workplan should clearly identify the base scope items and provisional items separately. Should include appropriate staffing levels and availability for all phases. b. As a minimum, the workplan should include the following, as applicable: 1. Project Management & Meetings; 2. LiteratureVIEWING Review and Basic Information Generation; 3. Generate Alternative Solutions for Yellow Creek Rehabilitation; 4. Analyses to Support the Solutions; 5. Development of Preferred Conceptual Design for Rehabilitation; 6. Study Report and Technical Memoranda; and 7. Public Consultation. c. Provide a detailed time/task breakdown indicating all tasks and deliverables including estimating and scheduling. d. The time/task breakdown should detail a project-specific approach to each phase of the project including field work, EA and risk analysis tasks, priority ranking development, and conceptual design development. e. Provide a time/task breakdown with estimated person-hours for members of the project team required to complete the various components of the project. The time/task breakdown should

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be sufficiently detailed so that the level of effort of each staff member is identified for the various tasks in the project. f. Provide sub-totals and totals for each phase of the project in the time/task breakdown.

Subsection 6 – Schedule a. Provide a detailed schedule with a comprehensive and logical sequence that reflects understanding of the project, indicating all tasks, deliverables and significant milestones. b. The schedule should detail a project-specific approach to each phase of the project including field work, EA and risk analysis tasks, priority ranking development, and conceptual design development. c. Provide an estimated overall timeline of the project, including an indication of the date of commencement. Key dates for major deliverables must be clearly defined in the Proponent's detailed workplan and highlighted in the Gantt chart. Gantt chart to include logical linking of interdependent tasks and identification of the project critical path. Allow three (3) weeks for each City review, except where a longer time frame has been specifically identified in Section 2. d. Provide a discussion of the underlying assumptions associated with the proposed project schedule and methods for maintaining the schedule. e. For each deliverable provide sufficient detail to facilitate the review and evaluation by the City. f. State assumptions regarding roles and involvement of City staff beyond those identified in Section 6. This is important so clarifications of any assumptions are apparent to the Selection Committee during the review of the Proposal. COPY

Subsection 7 – Quality Assurance Plan a. Identify quality assurance (QA) and quality control (QC) plan for key deliverables and for all phases of the project. Include the documentation that is being proposed to ensure that the plan is being adhered to. Identify QA/QC team members function and authority within the organization.

Subsection 8 – Innovation and Value Added a. Specify all value added activities or innovative ideas that are proposed, but were not specified in the terms of reference. Identify the costs for these items separately from the base scope, where applicable, in the Cost of Services envelope. VIEWING Subsection 9 – Workforce Development and Social Procurement a. Proponents should submit examples of how social benefits have been delivered by the Proponent in the past. Each example should include details of the program or initiative and documented evidence of success.

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PROPOSAL EVALUATION AND SELECTION SELECTION COMMITTEE All Proposals will be evaluated through a comprehensive review and analysis by a Selection Committee, which will include members from the City's Engineering & Construction Services, Toronto Water and other City staff and stakeholders. The Selection Committee may, at its sole discretion, retain additional committee members or advisors. The aim of the Selection Committee will be to select one Proposal that meets the City's requirements and provides a satisfactory overall value to the City. The Proposal selected will not necessarily be the one offering the lowest fees or cost (pricing). Pricing is one of the components in determining the total score or ranking. By responding to this RFP, Proponents will be deemed to have agreed that the decision of the Selection Committee will be final and binding.

SELECTION CRITERIA The Proposals will be first reviewed for mandatory submission requirements, as follows: a. Mandatory submission and/or technical requirements will be scored PASS/FAIL, as described in Section 3. If all the mandatory requirements are not met, the Proposal would not be further evaluated and would be considered non-compliant. If all mandatory submission and/or technical requirements are met, the Proposal content will be evaluated using Table 4-1. Technical Proposal ContentCOPY Requirements are detailed in Section 3.4, evaluation in Table 4-1 will be based upon the extent to which the Proponent's Proposal fulfills the submission requirements detailed in Sections 3.4.6 to 3.4.13. a. In addition to the above requirements the Proposal will also be evaluated on its completeness, conciseness and general suitability of Proposal (Item g in Table 4-1). Proposal Evaluation Form that will be used to evaluate the Proposals is included as Table 4-1.

SELECTION PROCESS If the submission fails the Mandatory Submission Requirements, the Proposal will be rejected. The Technical Proposal and Cost of Services will not be reviewed. The Technical Proposal must score a minimum 60 points of the possible 80 points to have the Cost of Services EnvelopeVIEWING opened and Cost Proposal evaluated. The Selection Committee will not have any knowledge of information contained in the Cost of Services envelopes until such time that the technical evaluations are complete and Proponents are short listed. The Total Score shall be the sum of the Technical Proposal score and the Cost of Services score. The Proposal that achieves the highest overall Total Score will be ranked first. In the event of a tie Total Score (Total Score rounded to one decimal point), the Proponent achieving the highest score for its Technical Proposal will be ranked first overall.

CLARIFICATIONS As part of the evaluation process, the Selection Committee may request further information with respect to the content of any Proposal to clarify its understanding of the Proponent’s response. The clarification process shall not be used to obtain required information that was not submitted at time of close, or to promote a particular Proponent.

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Table 4-1 Proposal Evaluation Form

Stage 1. MANDATORY SUBMISSION AND/OR TECHNICAL REQUIREMENTS (Section 3) (Pass/Fail) Stage 2. PROPOSAL CONTENT EVALUATION CRITERIA AVAILABLE POINTS TO BE AWARDED a. Proponent Profile and Corporate Experience 5 b. Project Team, Experience and Structure 25 c. Project Understanding and Approach 20 d. Project Workplan and Deliverables 15 e. Schedule 7 f. Innovation and Value Added 3 g. Proposal Organization and Quality 2 h. Social Procurement 3 SUB-TOTAL 80 Stage 3. INTERVIEW (if applicable) Proponent must score a minimum of 75% (i.e. 60 points). Stage 4. COST OF SERVICES Proponent’s fees calculates as follows: Formula: [(lowest cost Proposal divided by Proponent's 20 Proposal cost) x 20] TOTAL 100 COPY The Selection Committee may request further information from one or more Proponents and not from others.

INTERVIEW A Proponent whose written Proposal has met or exceeded the minimum score for the technical Proposal or has received a high ranking may be invited to an interview with the Selection Committee, the results of which will be used by the Selection Committee as a mechanism to revisit, revise, confirm and finalize the score and select the recommended Proponent(s). The City reserves the right to interview up to a maximum of five (5) top ranked Proponents. The Selection Committee may interview any Proponent(s) without interviewing others, and the City will be under no obligation to advise those notVIEWING receiving an invitation until completion of the evaluation and selection process. The representatives designated by the Selection Committee in its invitation to the Proponent must attend any interview scheduled as part of this evaluation process unless the City agrees otherwise in writing and at its sole discretion. The representative of a Proponent at any interview scheduled is expected to be thoroughly versed and knowledgeable with respect to the requirements of this RFP and the contents of its Proposal, and must have the authority to make decisions and commitments with respect to matters discussed at the interview, which may be included in any resulting Agreement. Where the staff team proposed by the Proponent is an important element in the selection criteria, the staff team proposed shall be present for the interviews. No Proponent will be entitled to be present during, or otherwise receive any information regarding, any interview with any other Proponent.

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Refusal of a Proponent to participate in an interview requested by the City may, in the City's sole discretion, be considered a failure of the Proponent to comply with a Mandatory Requirement of the RFP and thus subject to disqualification.

EVALUATION RESULTS Upon conclusion of the evaluation process, a final recommendation will be made by the Selection Committee to the Chief Engineer and Executive Director of Engineering & Construction Services and/or City Council. Proposal evaluation results shall be the property of the City and are subject to MFIPPA. Evaluation results may be made available to public release pursuant to MFIPPA. Proponents should be aware that Council and individual Councillors have the right to view the Proposals provided that their requests have been made in accordance with the City's procedures.

NEGOTIATIONS AND AGREEMENTS An award of the Project to a Proponent will be at the absolute discretion of the City. The selection of a recommended Proponent will not oblige the City to negotiate or execute an Agreement with that recommended Proponent. Any execution of an Agreement resulting from this RFP will be in accordance with the bylaws, policies, and procedures of the City. The City shall have the right to negotiate on such matter(s) as it chooses with any Proponent to which it has awarded an Agreement without obligation toCOPY communicate, negotiate, or review similar modifications with other Proponents. The City shall incur no liability to any other Proponent as a result of such negotiation or alternative arrangements. During negotiations, the scope of the services may be refined, issues may be prioritized, responsibilities among the Proponent, all staff and sub-Consultants provided by it, and the City may be settled and the issues concerning implementation may be clarified. Any Agreement must contain terms and conditions in the interest of the City, and be in a form satisfactory to the City Solicitor. If the Agreement required City Council approval, the final Agreement must contain terms and conditions substantially as set out in the Council report authorizing the Agreement. Any Agreement will incorporate as schedules of appendices such part of the RFP (including addenda) and the Proposal submitted in response thereto as are relevant to the provision of the goods and/or services. The terms and conditionsVIEWING set out in Appendix D shall be incorporated in any Agreement entered into with the recommended Proponent. These terms and conditions are mandatory and are not negotiable. Any Proponent wishing to request that the City consider any changes to the terms and conditions set out in Appendix D must follow the process outlined in Appendix B. If negotiations between the City and a Proponent do not result in an Agreement within ninety (90) Days of receipt by the Proponent of notification of award, the City may at its sole discretion terminate such negotiations and either enter into negotiations with one or more other Proponents or terminate the RFP process. The City shall be under no obligation to accept a Proposal without amendment, alteration, counter- offer, or any change that may result from negotiations with the Proponent submitting the Proposal.

CONSULTING AGREEMENTS / PURCHASE ORDERS For reference, a specimen Agreement is included in Appendix D. The agreement may be required for all projects regardless of dollar value, at the City’s sole discretion.

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Prior to undertaking work onsite, the Vendor or sub-consultant preparing DSL Reports, DSL abatement specifications, DSL abatement monitoring and provision of Clearance Certificates must provide the City with proof that their Professional Liability Insurance policy includes pollution coverage, specifically for mould and asbestos. Also refer to the general insurance requirements described in the specimen agreement. This assignment shall be executed by one agreement and the issuance of one Purchase Order. A lien holdback of 10% will not be retained by the City. It is the City's intent to prepare the agreement for execution prior to the initiation of the Work.

INSURANCE The successful Vendor agrees to purchase and maintain in force, at its own expense and for the duration of the services, the following policies of insurance, which policies shall be in a form and with an insurer acceptable to the City. A certificate evidencing these policies signed by the insurer or an authorized agent of the insurer must be delivered to the City prior to the commencement of services. The Vendor will be required to comply with the following insurance requirements: a. Professional liability (errors and omissions coverage) insurance in the amount of not less than TWO MILLION DOLLARS ($2,000,000.00); 1. Includes Environmental Consultants Professional Liability where the Vendor’s services include environmental work; 2. Provides for thirty (30) days prior written noticeCOPY of cancellation; and 3. Will extend to infringement of copyright and other intellectual property, including misuse of trade secrets, if appropriate. b. Comprehensive General Liability insurance in the amount of TWO MILLION DOLLARS ($2,000,000.00); 1. Adds City as additional insured; 2. Includes the following clauses: personal injury liability; a cross-liability/severability of interest; broad form contractual liability; owner’s/contractor’s protective liability; contingent employer’s liability; employers liability; and non-owned automobile liability; and 3. Provides for thirty (30) days prior written notice of cancellation c. Automobile Liability insurance with a minimum limit of One Million Dollars ($1,000,000) for all owned or leased licensed motorized vehicles used in the performance of services. It is understood andVIEWING agreed that the coverage and limits of liability noted above are not to be construed as the limit of liability of the Vendor in the performance of services. It is also agreed that the above insurance policies may be subject to reasonable deductible amounts, which deductible amounts shall be borne by the Vendor. At the expiry of the policies of insurance, original signed Certificates evidencing renewal will be provided to the City without notice or demand. The Vendor is responsible for any loss or damage whatsoever to any of its materials, good, equipment or supplies and will maintain appropriate all-risk coverage as any prudent owner of such materials, goods, supplies and equipment. The Vendor shall have no claim against the City or the City's insurers for any damage or loss to its property and shall require its property insurers to waive any right of subrogation against the City.

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COST OF SERVICES COST OF SERVICES DOCUMENTATION AND DELIVERY The documentation for each Cost of Services: a. Must be PACKAGED AND SEALED IN A SEPARATE ENVELOPE labeled Cost of Services (submissions made by fax, telephone, or electronic message will not be accepted) displaying a full and correct return address; b. Must consist of One (1) original (clearly marked as such on its first page) and preferably one (1) pdf and three (3) printed copies; and c. Any pricing shown in the Technical Proposal shall render the Proposal non-compliant.

COST OF SERVICES SUBMISSION CONTENT – GENERAL Identify an upset limit for the project, net of all taxes. Provide a project cost breakdown for the base scope of work and defined provisional items as indicated in Table 5-1. All parts and items in Table 5-1 must be priced for the entire services in order for the Proposal to be considered valid. Identify a specific cost per deliverable, excluding all taxes, in Table 5-1. In addition provide costs for all tasks shown in the Proponent's time/task breakdown. Submit a list of proposed hourly rates (excluding HST) for all project personnel by classification with role titles. All key personnel and any other specified individuals should be cross-referenced to the Technical Proposal. The classification rates will be COPYused for any part of the work to be paid for on a time basis. These rates will be fixed for the duration of the assignment up to the completion date as identified in the Proponent’s project schedule. Total duration of the project includes post construction services. Where a separate firm or sub-consultant is providing base scope work, the sub-consultant is to be identified and included in the time/task breakdown. Adjustments to an individual's classification will be considered after four (4) years on the project, subject to a written request and a subsequent approval by the City. The rate adjustment shall not change the overall upset limit of the assignment. The rates will be fixed for the duration of the assignment up to the completion date as identified in the Proponent's project schedule. Should the duration of the project extend beyond six (6) years for design and construction due to delays beyond the Proponent’s control, a rate adjustment may be considered for the subsequent years and shall notVIEWING exceed the Toronto – All Items Consumer Price Index (CPI) for the subsequent years. The additional cost resulting from the rate adjustments will be paid from the provisional cash allowance. Rate adjustment will not be considered for delays caused by the Vendor or its Sub- consultant. Provide a Lump Sum Limit for any and all anticipated disbursements required in connection with the work, on a per deliverable basis. Disbursements relate to daily expenses incurred in the performance of services required for this assignment. Payments for disbursements will be pro-rated on the value of work performed during a billable period; as follows: a. The Lump Sum Limit for disbursements associated with the performance/delivery of this study, review and/or assessment is not to exceed a maximum value of 5% of the study fees identified by the Proponent. Disbursements for City defined alternatives associated with this study, review and/or assessment shall utilize the same 5%. Disbursements shall cover general expenses that may or can occur on a daily basis.

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Disbursements shall not include, and the City will not pay for the following: a. Roadway tolls; b. Meal allowances; and c. Use of personal computers. Disbursements that are considered “specialty services” or “specialized expenses” are to be identified separately if identified in Table 5-1. If the value of the disbursements exceeds the percentage (%) stipulated in the City’s RFP, the value of the disbursements shall be reduced by the City to the maximum stipulated % value. Any such corrections resulting in an adjustment to the disbursement cost will be applied as an adjustment to the Total Upset Limit Price for the assignment. Provide a lump sum cost for specialized expenses, as specified in the RFP. The Total Upset Limit as provided in Table 5-1 will be used for establishing the Cost of Services score for the Proposal evaluation and selection as outlined in Section 4 of the RFP.

BASE SCOPE OF WORK The cost for invoice preparation and processing is considered part of base scope. Provide a separate cost for accounting audits in accordance with the Engineering Services Agreement, Section 3.

PROVISIONAL ALLOWANCES COPY Provisional cash allowances defined by the City are listed in Table 5-2. a. Health & Safety Equipment 1. It is expected that the base scope of work includes for standard health & safety personal protective equipment such as hardhats, safety footwear, eye protection, safety vests, safety gloves, and hearing protection. The provisional cash allowance is intended to cover all other specialty equipment such as respirators, gas detection, scaffolding, safety retrieval devices or for hiring safety experts for activities such as confined space entry. b. Climate Change Resilience 1. This provisional allowance is for any additional conceptual design work that may be required based on the Climate Change assessment performed as part of Appendix A.15. Note thatVIEWING the assessment is base scope: this amount only includes the additional conceptual design work stemming from the Climate Change assessment.

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Table 5-1 Upset Limit Cost Breakdown for Base Scope of Work Professional Services for Development of the YCGSMP Deliverables Cost ($) Item A – Issue Assessment and Problem Confirmation Labour $ Disbursement (not to exceed 5%) $ Item A – Subtotal $ Item B – Development of Alternative Solutions Labour $ Disbursement (not to exceed 5%) $ Item B – Subtotal $ Item C – Define and Evaluate Alternative Solutions Labour $ Disbursement (not to exceed 5%) $ Item C – Subtotal $ Item D – Selection of Preferred Solution(s) Labour $ Disbursement (not to exceed 5%) $ Item D – Subtotal $ Item E – Short-Term Erosion Monitoring (Assume Six (6) Sites As Per Section 2.3.7 Item c) Labour COPY $ Disbursement (not to exceed 5%) $ Item E – Subtotal $ Item F – Master Plan Report Labour $ Disbursement (not to exceed 5%) $ Item F – Subtotal $ Item G – Conceptual Design Brief (Assume Conceptual Designs Required for Seven (7) Section 2.3.9 Item b) Labour $ Disbursement (not to exceed 5%) $ Item G – Subtotal $ Item H – Public ConsultationVIEWING (As per Section 6.2, Two (2) Public Events, One (1) Session Each) Labour $ Disbursement (not to exceed 5%) $ Item H – Subtotal $ Item I – Project Management and Meetings Labour $ Audit Report $ Disbursement (not to exceed 5%) $ Item I – Subtotal $ SUBTOTAL (A+B+C+D+E+F+G+H+I)* $ HST (13%) $ TOTAL INCLUSIVE OF HST $ *This will be the evaluated value.

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c. Geotechnical Investigation to Support Conceptual Design 1. Sub-consultant's services for geotechnical investigations and reporting to support conceptual design will be paid from the allowance provided. Co-ordination of the sub- consultant's activities is deemed to be included in the base scope. d. Revisions to Incorporate TRCA Works Implemented During YCGSMP 1. As outlined in Section 2.1.14 the TRCA will be will be repairing and/or replacing collapsed gabions with either stone walls or “green” gabions and reshaping the streambed to slow flow at multiple locations along Yellow Creek through to Q4 2020. Revisions to the alternative solutions may be required due to works completed by the TRCA after the initial characterization of existing conditions for the YCGSMP has been completed. This provisional item shall be used to pay for the associated effort.

Table 5-2 Table of Provisional Cash Allowance Items– All Phases

Item Description Amount (excl. HST) a Health & Safety Equipment $5,000.00 b Climate Change Resilience $5,000.00 c Geotechnical Investigation to Support Conceptual Design $10,000.00 d Revisions to Incorporate TRCA Works Implemented During YCGSMP $10,000.00 Subtotal – Provisional Allowances $30,000.00 HST (13%) COPY $3,900.00 TOTAL INCLUSIVE OF HST $33,900.00

ALTERNATIVES SUGGESTED BY PROPONENT In the event that the Proponent has identified a suggested improvement in the project scope, the related cost impact is NOT TO BE INCLUDED IN THE PROPONENT’S BASE PROPOSAL OR CITY ALTERNATIVES PRICING. The cost related to the Proponent’s suggested improvement/innovation idea is to be presented separately. Cost of Services Proposals for Proponent’s alternatives are to be included in the Cost of Services envelope, along with the base Proposal. If the Proponent elects to submit pricing for an alternative, this pricing will onlyVIEWING be used as the basis for fee negotiation , once the Vendor has been selected.

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PAYMENTS FROM COST OF SERVICES PROPOSAL For labour costs, payment will be on a time basis at approved hourly or per diem rates up to the maximum amount proposed for each deliverable. Sub-consultants providing base scope work are considered to be staff and no mark-up is permitted. Payments for disbursements will be pro-rated based on the value of the work performed during a billable period. Fees for specialist sub-consultant services will be paid at cost plus a mark-up of a maximum of 5%, if provided for in the cost of services Proposal. Invoices must be submitted for payment. Prices and staff rates by classification submitted in a Proposal are to be firm for the term of resulting Agreement. The City shall not be responsible for any unauthorized additional costs. The Vendor must be solely responsible for any and all payments and/or deductions required to be made including those required for the Canada Pension Plan, Employment Insurance, Workplace Safety and Insurance, and Income Tax. All invoices must clearly show HST as a separate value and HST "registrant" number. Without restricting the generality of the foregoing, the Vendor acknowledges that, if it is a non- resident person, payments to the Vendor, as a non-resident person, may be subject to withholding taxes under the Income Tax Act (Canada). Further, unless the Vendor, as a non-resident person, provides the City with an official letter from Canadian Customs and Revenue Agency waiving the withholding requirements, the City will withhold the taxes it determines are required under the Income Tax Act (Canada). COPY In the event of mathematical errors found in the pricing pages, the unit prices quoted shall prevail. Extensions and totals will be corrected accordingly by City staff and adjustments resulting from the correction will be applied to the Total Lump Sum Price quoted.

PAYMENTS FOR PROVISIONAL ALLOWANCES Payments from the provisional allowances and provisional cash allowance will not be permitted without prior written approval of the Executive Director.

PAYMENTS FOR CONTINGENCY ALLOWANCE In seeking authority to engage consulting services, the City will include a contingency amount to cover potential changesVIEWING in the scope of services where warranted. Payments from the Contingency Allowance will not be permitted without prior written approval of the Executive Director.

CURRENCY All dollar amounts, fee statements, and invoicing shall be in Canadian dollars. The Proponent shall assume all currency risk.

TAXES Harmonized Sales Tax (HST) is to be applied to the prices submitted as specified in the relevant sections of the call document or in the Price Schedule provided in this RFP. HST for the supply and delivery of materials/goods is to be shown as additional/separate line items on the Price Schedule and any subsequent invoices.

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CITY RESPONSIBILITIES GENERAL Best efforts will be made by the City to provide information on the scope and current status of active design and construction projects as well as the current timeline for completion. Best efforts will be made by the City to provide available record drawings and/or access to facility libraries to support the project. The City will provide a copy of the City’s Health & Safety Policies. The City will pay for all utility locates. The City will pay application fees for required approvals. Unless specifically stated elsewhere, for any public meetings needed to support the project, the City will make facility arrangements, pay rental fees and for notifications and distributions.

PUBLIC CONSULTATION – CITY AS LEAD The City has an internal group called the Public Consultation Unit (PCU) that provides full-service public consultation planning, design and facilitation support. Public Consultation will be delivered by the PCU. City staff will act as a one-window contact for the public. Staff will be responsible for responding to written, verbal or media inquiries. The Successful Proponent will be required to provide supportCOPY to the Unit. PCU will provide deliver a number of activities but not limited to: a. Development of a Public Consultation and Notification plan; b. Development and operation of a project web page on the City's website; c. Identification of key stakeholders and management of a City mailing list; d. Briefing and coordination with local Councillor; e. Advance planning for public events, and the promotional activities surrounding these events; f. Facilitation support and logistics for public events including arranging for meeting locations, attendance tracking, etc.; g. Ongoing coordination with City staff and the Successful Proponent in the production of materials for public consultation activities (e.g. flyers, fact sheets, newsletters). PCU shall print all materials andVIEWING will be responsible for distribution to the public; h. Corresponding with the public and responding to written, verbal, or media enquiries. Occasional support or assistance from the consultant may be sought; and i. Lead and manage consultation with any aboriginal communities that may have an interest in the project. The documented results of these efforts will be provided to the Vendor for inclusion in the Record of Consultation and to be summarized in the consultation summary section of the EA report. The City will directly arrange and pay for: a. All costs associated with the printing and distribution of notices; b. The placement of newspaper advertisements; c. The booking of venues for public events; and d. Facilitating public events.

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The Successful Proponent will be required to pay for: a. Printing of display boards and mapping, if required. The Successful Proponent will support the work of the City's Public Consultation Unit and provide technical support at all public and stakeholder meetings. This support is to include, but not limited to: a. Support in the preparation of display boards, drawings, and/or presentations (i.e. Power Point); b. Development of excellent quality images and maps to be used to inform the public about the changes taking place in their community; c. Support in the development of consultation notices and written materials; d. Participation in three (3) public consultation events; e. Attendance of relevant technical experts at all meetings to present technical issues and/or answer technical questions; f. Support in preparing responses to written, verbal inquiries with timely and effective information or action; g. Compiling minutes and meeting notes on issues raised at Project/TAC/Stakeholder meetings and PICs; and h. Coordination and participation in direct stakeholder (one-on-one) meetings that may be needed to address individual interests and construction impacts. To allow for sufficient review time and revision completion, all public information materials must be drafted at least five (5) weeks prior to publication. This, and other review periods, should be reflected in the schedule submitted with the proposal. COPYProduction of public information materials will follow City guidelines, to be provided by PCU. Delivery of information materials production will follow a minimum schedule as follows: a. Seven (7) weeks before public event - Proposed outline of key content; b. Five (5) weeks before public event - Complete draft materials for City review; c. Three (3) weeks before public event - Finalized materials delivered for City to publish online in order to correspond with public notification; d. Two (2) weeks before public event - Public notice issued (City); e. One (1) week before public event - Materials optimized for print/slides for City review; and f. Day of Public Event - Materials printed and presented. Accessibility for Ontarians with Disabilities Act (AODA) must be complied with. All public information materials preparedVIEWING by the Vendor, to be posted on the City's website, must conform with World Wide Web Consortium Web Content Accessibility Guidelines (WCAG) 2.0 Level A in accordance with the AODA Integrated Accessibility Standards. The Vendor must supply the web version of materials (panels, presentation, final reports) in five (5) megabytes or smaller PDFs. The successful Vendor's logo can appear on the bottom of the first and last page of powerpoint presentations and on the study introduction display board Insert line item Table 5-1 if costs are required for public meetings.

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REFERENCES CURRENT STUDIES AND DESIGN AND CONSTRUCTION PROJECTS The following section describes some of the related projects and activities currently underway within Toronto. Some may only have a minor impact on the proposed project. The information has been made available to provide perspective on the current situation. Projects Underway a. Studies 1. Mimico Creek Geomorphic Systems Master Plan (planned). 2. Taylor Massey Creek Geomorphic Risk Assessment and Implementation Plan Study. b. Design 1. Yellow Creek St. Clair Outfall replacement project.

CITY REFERENCE DOCUMENTS AND STANDARDS The following reference documents (Appendix E) are available via CD from the City Purchasing Department. The CD can be picked-up by firms who have purchased a copy of the RFP at the Tender Office in City Hall, 100 Queen Street West, 19th Floor West Tower. a. Wet Weather Flow Master Plan, City of Toronto, 2003. b. Wet Weather Flow Management Policy, City of Toronto, 2003. c. Ravine Strategy, City of Toronto,2017. COPY d. Taylor Massey Creek Geomorphic System Master Plan, City of Toronto, 2015. e. Yellow Creek Improvement Drawings, 1972. f. “CADD Specifications for Microstation V8”. This document includes the City standards and requirements regarding drawing documentation. g. Capital Works Projects Procedures Manual, City of Toronto, latest version. h. Start Up and Commissioning and Training Guidelines for Works Facilities and Structures Projects, January 2004. i. City Design Drawing and Record Drawing Protocol, latest version. j. Safe Operating Procedures for Asbestos at Toronto Water Facilities. k. Confined SpaceVIEWING Entry Procedures. The following reference documents are available on the City website: a. The City of Toronto’s “Standard Construction Specifications & Drawings for Sewers, Watermains and Roads": www. toronto. ca/calldocuments/construction_specs. htm b. City of Toronto Green Building Standard, 2010: www. toronto. ca/planning/environment/greendevelopment. htm c. City of Toronto Accessibility Guidelines, 2004: www. toronto. ca/diversity/pdf/accessibility_design_guidelines. pdf

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PROFESSIONAL SERVICES PERFORMANCE EVALUATION The Professional Services Performance Evaluation Form will be used to assess the performance of the Vendor on the project. Once completed, the evaluation will be forwarded to the Operating Division and Engineering & Construction Services, for information and/or appropriate action.

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APPENDICES APPENDIX A – STANDARD PROJECT SCOPE REQUIREMENTS A.1 General Requirements A.2 Health and Safety (including Designated Substances) A.3 Approvals A.4 Drawings and Standards A.5 Class EA A.6 Studies A.7 Pre-Design A.8 Detailed Design – N/A A.9 Construction and Commissioning (including Inspection Reports) – N/A A.10 Post Construction and Warranty – N/A A.11 Electrical System – N/A A.12 Process Control Systems (PCS) – N/A A.13 Work Management System (WMS) Entity Information Worksheet (EIW) – N/A A.14 Energy Management Plan (EMP) – N/A A.15 Watercourse Projects

APPENDIX B - RFP PROCESS TERMS AND CONDITIONS COPY APPENDIX C - SUBMISSION FORMS

APPENDIX D - SPECIMEN CONTRACT AGREEMENT, INCLUDING INSURANCE FORMS

APPENDIX E - PROJECT REFERENCE MATERIAL E.1 Yellow Creek Study Area Summary Images E.2 Yellow Creek Site Photos E.3 Professional Services Performance Evaluation Form E.4 Taylor-Massey Creek Geomorphic Systems Master Plan Municipal Class Environmental Assessment (Parish Aquatic Services, March 30, 2015) (On CD) VIEWING

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APPENDIX B

RFP PROCESS TERMS AND CONDITIONS 1. Proponent’s Responsibility 2. Prime Proponent 3. City Contacts and Questions 4. Addenda 5. Exceptions 6. Omissions, Discrepancies and Interpretations 7. Incurred Costs 8. Post-Submission Adjustments and Withdrawal of Proposals 9. No Collusion 10. Prohibition Against Gratuities 11. Acceptance of Proposals 12. Verification 13. Unbalanced Bids 14. Conflicts of Interest 15. Ownership and Confidentiality of City-Provided Data 16. Ownership and Disclosure of Proposal Documentation 17. Intellectual Property Rights 18. Failure or Default of Proponent 19. Quasi-Criminal/Criminal Activity of a Proponent 20. Publicity COPY 21. Governing Law

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46 of 105 1. Proponent’s Responsibility It shall be the responsibility of each Proponent:

(a) to examine all the components of this RFP, including all appendices, forms and ad- denda; (b) to acquire a clear and comprehensive knowledge of the required services before submit- ting a Proposal; (c) to become familiar, and (if it becomes a successful Proponent) comply, with all of the City’s Policies and Legislation set out on the City of Toronto website at http://www.toronto.ca/calldocuments/policy.htm The failure of any Proponent to receive or examine any document, form, addendum, Agreement or policy sh all not relie ve the Prop onent of any obligation with respect to its Pro posal or an y Agreement entered into or Purchase Order issued based on the Proponent’s Proposal. 2. Prime Proponent A Proposal by a consortium of t wo or more entitie s may be submitted, but on e person or company must be shown as the prime Proponent and be pr epared to represent the consortium to the City by executing the Agreement, ac ting as the primary contact, and ta king overall responsibility for performance of the Agreement. Where a Proposal is made by a pri me Proponent with associate firms working with or under th e prime Proponent in e ither a sub-contracting or consortium relationship, it is required that those associate firms be named in the Proposal. 3. City Contacts and Questions COPY All contact and questions concerning this RFP should be directed in writing to the City employee(s) designated as “City Contact” in the Notice to Potential Proponents. No City representative, whether an official, agent or employee, other than those identified “City Contacts” are authorized to speak for the City wi th respect to this RFP, and any Proponent who uses any information, clarificatio n or interpr etation from any oth er representative does so entirely at the Proponent’s own risk. Not only sh all the City not be bound by any representation made by an unauthorized person, but any attempt by a Proponent to bypass the RFP process may be grounds for rejection of its Proposal. From and after the date of this RFP until the time of any ensuing contract award, no communication with respect to this matter shall be made by any potential Proponent, or its representatives, including a third-party representative employed or retained by it (or any unpaid representatives acting onVIEWING behalf of either), to promote its Proposal or oppose any competing Proposal, nor shall any potential Proponent, or its representatives, including a third party representative employed or retained by it (or any unpaid representatives acting on behalf of either), discuss the RFP or its Proposal with any City staff, City officials or Council member(s), other than a communication with the "City Contact" identified on page 1 on this RFP.

Proponents should be aware that communications in relation to this RFP outside of those permitted by the applicable procurement policies and this RFP document contravene the Lobbying By-law, an offence for which a person is liable to a maximum fine of $25,000.00 on a first conviction and $100,000.00 on each subsequent conviction. In addition, the City's Procurement Processes Policy provides that any Proponent found in breach of the policy may be subject to disqualification from the call or a future call or calls at the discretion of Council.

47 of 105 Notwithstanding anything to the contrary as set out in this document, the obligations as set out in the City of Toronto Municipal Code, Chapter 140 shall apply.

For your information, please find below the links to the City's Procurement Processes Policy, Lobbying By-Law and Interpretive Bulletin on Lobbying and Procurement: http://www.toronto.ca/citybusiness/pdf/policy_procurement_process.pdf http://www.toronto.ca/legdocs/municode/1184_140.pdf http://www.toronto.ca/lobbying/pdf/interpretation-bulleting_lobbying-procurements.pdf 4. Addenda If it becomes necessary to revise any part of this RFP, the revisions will be by Addendum posted electronically in Adobe PDF format on the City’s website at www.toronto.ca/calldocuments. Proponents and prospective Proponents SHOULD MONITOR THAT SITE as frequently as they deem appropriate until the day of the Deadline. Only answers to issues of substance will be posted. The City reserves the right to revise this RFP up to the Closing Deadline. When an Addendum is issued the date for submitting Proposals may be revised by the City if, in its opinion, the City determines more time is necessary to enable Proponents to revise their Proposals.

All Proponents must acknowledge receipt of all Addenda in the space provided on the Proposal Submission Form.

The City’s Purchasing and Materials Management Division will make reasonable efforts to issue the final Addendum (if any) no later than two (2) days priorCOPY to the Deadline. 5. Exceptions to Mandatory Requirements, Terms and Conditions If a Proponent wishes to suggest a change to any mandatory requirement, term or condition set forth in any part of this RFP, it should notify the City in writing not later than the deadline for questions. The Proponent must clearly identif y any such requirement, term or condition, the proposed change and the reason for it. If the City wishes to accept the proposed change, the City will issue an Addendum as described in the article above titled Addenda. The decision of the City shall be f inal and binding, from which there is n o appeal. Changes to mandatory requirements, terms and conditions that have n ot been accepted by th e City by the issuance of an Addendum are not p ermitted and any Propo sal that takes exception to or does not comply with the mandatory requirements, terms and conditions of this RFP will be rejected. 6. Omissions, Discrepancies and Interpretations A Proponent who finds VIEWINGomissions, discrepancies, ambi guities or conflicts in any of the RF P documentation or who is in doubt as to the meaning of any part of the RFP should notify the City in writing n ot later tha n the deadline for questions. If t he City considers that a correction, explanation or interpret ation is necessary or desirable, the City will i ssue an Addendum as described in the article above titled Addenda. The decision and interpretation of t he City shall be final and binding, from which there is no app eal. No oral explanation or interpretation shall modify any of the requirements or provisions of the RFP documents.

48 of 105 7. Incurred Costs The City will not be liable for, nor reimburse, any potential Proponent or Proponent, as the case may be, for costs incurred in the preparation, submission or presentation of any Proposal, for interviews or any other activity that may be requested as part of the evaluation process or the process for the negotiation or execution of an Agreement with the City, as the case may be. The rejection or non-acceptance of any or all Proposals shall not render the City liable for any costs or damages to any firm that submits a Proposal. 8. Post-Submission Adjustments and Withdrawal of Proposals No unilateral adjustments by Proponents to submitted Proposals will be permitted. A Proponent may withd raw its Proposal at any time prior to the Deadline by notifying the City Buyer designated in this RFP in writing on co mpany letterhead or in person, with appropriate identification. Telephone and e-mail requests will not be considered. A Proponent who has withdrawn a Proposal may submit a new Proposal, but only in accordance with the terms of this RFP. After the Deadline each submitted Proposal shall be irrevocable and binding on Proponents for a period of 120 days. If the City makes a request to a Proponent for clarification of its Proposal, the Proponent will provide a written response accordingly, which shall then form part of the Proposal. 9. No Collusion No Proponent may discuss or com municate about, directlyCOPY or indirectly, the preparation or con- tent of it s Proposal with any other Proponent or the age nt or repre sentative of any other Proponent or prospective Proponent. If the City discovers there has been a breach at any time, the City reserves the right to disqualify the Proposal or terminate any ensuing Agreement.

10. Prohibition against Gratuities No Proponent and no employee, agent or representative of the Proponent, may offer or give any gratuity in t he form of entertainment, participa tion in social events, g ifts or other wise to any officer, director, agent, appointee or employee of t he City in connection with or arising from this RFP, whether for the p urpose of securing an Agreement or seeking favourable treatment in respect to the award o r amendment of the Agreement or influencing the performance of th e Agreement, including without restriction enforcement of performance st andards, or expressing appreciation, or providing compensation, for the award of an Agreement or for performance o f the City's obligations thereunderVIEWING or for conferring favours or being lenient, or in any other man- ner whatsoever. If the City determines that this article has been breached by or with respect to a Proponent, the City may exclude its Proposal from consideration, or if an Agreement has already been entered into, may terminate it without incurring any liability.

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11. Acceptance of Proposals The City shall not be obliged to accept any Proposal in response to this RFP. The City may, without incurring any liability or cost to any Proponent: a) accept or reject any or all Proposal(s) at any time; b) waive immaterial defects and minor irregularities in any Proposals; c) modify and/or cancel this RFP prior to accepting any Proposal; d) award a contract in whole or in part. The City is relying on the experience and expertise of the Proponent. The City reserves the right to disqualify any Pro ponent who has given inaccurat e, incomplete, false or misleading information in the sole opinion of the City. 12. Verification The City reserves the right to verify with any Proponent or with any other person any information provided in its Proposal but shall be under no obligation to receive further information. If, in the o pinion of t he City, any Proponen t has clear ly misinterpreted the services or underestimated the hours or value o f the services to be perf ormed as reflected in its Proposal content and submitted price/fees, or all or any or any combination of them, then the City may reject its Proposal as not representative of the scope of the services). 13. Unbalanced Bids (In this paragraph “Bid” refers to the Proposal) The City may reject a bid if it d etermines, in its sole dCOPY iscretion, that the bid is materially imbalanced. A bid is materially imbalanced when: (1) it is based on prices which are significantly less than cost for some items of work and prices which are significantly overstated in relation to cost for other items of work; and (2) the City had determined that the pro posal may not result in the lowest overall cost to the City even though it may be the lowest submitted bid; or (3) it is so unbalanced as to be tantamount to allowing an advance payment. 14. Conflicts of Interest In its Proposal, the Proponent must disclo se to the City a ny potential conflict of interest that might compromise the performance of the Work. If such a conflict of interest does exist, the City may, at its discretion, refuseVIEWING to consider the Proposal. The Proponent must also disclose whether it is aware of any City employee, Council member or member of a City agency, board or commission or employee thereof having a financial intere st in the Proponent and the nature of t hat interest. If such a n interest exists or arise s during the evaluation process or the negotiation of the Agreement, the City may, at its discretion, refuse to consider the Proposal or withhold the awarding of any Agreement to the Proponent until the matter is resolved to the City’s sole satisfaction. If, during the Proposal evaluation process or the negotiation of the Agreement, the Proponent is retained by another client giving rise to a potential conflict of interest, then the Proponent will so inform the City. If the Ci ty requests, then t he Proponent will refuse the new assignment or will take such steps as are necessary to remove the conflict of interest concerned.

50 of 105 Proponents are cautio ned that th e acceptance of their Proposal may preclude them from participating as a Proponent in subsequent projects where a conflict o f interest may arise. Th e successful Proponent for this project may participate in subsequent/other City projects provided the successful Proponent has satisf ied pre-qualification requirements of the City, if a ny, and in the opinion of the City, no conflict of interest would adversely affect the performance an d successful completion of an Agreement by the successful Proponent. 15. Ownership and Confidentiality of City-Provided Data All correspondence, documentation and information provided by City staff to any P roponent or prospective Proponent in connection with, or arising out of this RF P, the Services or the acceptance of any Proposal: a) is and shall remain the property of the City; b) must be treated by Proponents and prospective Proponents as confidential; c) must not be used for any purpose other than for replying to this RFP, and for fulfillment of any related subsequent Agreement. 16. Ownership and Disclosure of Proposal Documentation The documentation comprising any Proposal submitted in response to this RFP, along with a ll correspondence, documentation and information provided to the City by an y Proponent in connection with, or arising out of this RFP, once received by the City: a) shall become the property of the City and may be appended to the Agreement and/or Purchase Order with the successful Proponent; b) shall become subject to the Municipal Freedom of Information and Protection of Privacy Act ("MFIPPA"), and may be released, pursuantCOPY to that Act. Because of MFIPPA, prospective Proponents are advised to identify in their Proposal material any scientific, technical, commercial, propriet ary or similar confide ntial information, the disclosure of which could cause them injury. Each Proponent’s name at a minimum shall be made public. Proposals will be mad e available to members of City Council provided that their requests have been made in accordance with the City’s procedure and may be released to members of the public pursuant to MFIPPA. 17. Intellectual Property Rights Each Proponent warrants that the information contained in its Proposal does not infringe any intellectual property right of any third party and agrees to indemnify and save harmless the City, its staff and its consultants, if any, against all claims, actions, suits and proceedings, including all costs incurred by theVIEWING City broug ht by any person in respect of the infringement or alleged infringement of any p atent, copyright, trade mark, or other intelle ctual property right in connection with their Proposal.

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18. Failure or Default of Proponent If the Proponent, for any reason, fails or defaults in respect of any matter or thing which is an obligation of the Proponent under th e terms of t he RFP, the City ma y disqualify the Proponent from the RFP and/or from competing for future tenders or RFP issued by the City for a period of one year. In addition, the City may at its option either: a) Consider that the Proponent has withdrawn any offer made, or abandoned the Agreement if the offer has been accepted, whereupon the acceptance, if any, of the City shall be null and void; or b) Require the Proponent to pay the City the difference between its Proposal and any other Proposal which the City accepts, if the latter is for a greater amount an d, in addition, to pay the City any cost w hich the City may incur by reason of the Proponent’s failu re or default, and further the Proponent will indemnify and save harmless the City, its officers, employees and agents from all l oss, damage, liability, cost, charg e and exp ense whatever which it, they or any of th em may suffer, incur or be put to by reason of such default or failure of the Proponent. 19. Quasi-Criminal/Criminal Activity of a Proponent: The City may reject a Proposal or Proponent if the City: a) Confirms that the Proponent or any individual that owns, directs, or controls the Proponent has been charged with or convicted of an offence under the Criminal Code, an offence as defined in the Provincial Offences Act, or an offence pursuant to similar laws outside of Ontario; COPY b) Determines that this charge or conviction is material to the given procurement; and c) Determines that, in light of this charge or conviction, awarding to that Bidder could compromise the delivery of the goods or services or would otherwise undermine the business reputation of the City or the public's confidence in the integrity of the call process. 20. Publicity The Proponent and its affiliates, associates, thi rd-party service providers, and sub contractors shall not release for publication an y information in connection with this RFP or any Agreement without prior written permission of the City. 21. Governing Law VIEWING This RFP and any Proposal submitted in response to it and the process contemplated by this RFP including any ensuing Agreement shall be governed by the laws of the Province of Ontario. Any dispute arising out of this RF P or this RFP process will be determined by a court of competent jurisdiction in the Province of Ontario.

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APPENDIX C

STANDARD SUBMISSION FORMS

FORM 1: Proposal Submission Form – Mandatory

FORM 2: Notice of No Submission – If Applicable

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FORM 1 PROPOSAL SUBMISSION FORM

REQUEST FOR PROPOSAL NO. 9117-19-7169 FOR: PROFESSIONAL SERVICES FOR THE DEVELOPMENT OF A GEOMORPHIC SYSTEMS MASTER PLAN FOR YELLOW CREEK. TWO-ENVELOPE SYSTEM

CLOSING: October 4, 2019, 12:00 NOON (LOCAL TORONTO TIME)

PROPONENT INFORMATION

Please complete following form, and name one (1) authorized person to be the contact for the procurement process and for any clarifications or amendments that might be necessary.

Full Legal Name of Proponent:

Any Other Trade Name under Which the Proponent Carries on Business:

Street Address:

City, Province/State: COPY Postal Code:

Phone Number:

Fax Number:

Company Website (If Any):

Contact Person and Title:

Contact Phone:

Contact Facsimile: VIEWING Contact E-mail:

1. REQUEST FOR PROPOSAL TERMS, CONDITIONS AND SPECIFICATIONS

By signing this form the Proponent agrees that if selected to provide the goods and/or services described in this Request for Proposal document, they will provide those goods and/or services in accordance with the terms, conditions, and specifications contained in the Request for Proposal document and in accordance with the Proponent's proposal submission.

2. POLICIES

The Proponent has read, understood and agrees to comply with the policies, practices and statements found on the City’s website at the following link:

54 of 105 http://insideto.toronto.ca/purchasing/index.htm

Without limiting the Proponent's acknowledgement of the City's general procurement policies, by signing this form, the Proponent acknowledges and certifies that the Proponent, and any of its proposed subcontractors, will provide the goods and/or services in compliance with the following specific policies:

3. 1 POLICY TO EXCLUDE BIDS FROM EXTERNAL PARTIES INVOLVED IN THE PREPARATION OR DEVELOPMENT OF A SPECIFIC CALL/REQUEST

Did you, the proponent, assist the City of Toronto in the preparation of this Request for Proposal call? Specify: Yes ______No ______

For a copy of the City of Toronto Policy, visit the website: POLICY TO EXCLUDE BIDS FROM EXTERNAL PARTIES INVOLVED IN THE PREPARATION OR DEVELOPMENT OF A SPECIFIC CALL/REQUEST

3.2 RESTRICTIONS ON THE HIRING AND USE OF FORMER CITY OF TORONTO EMPLOYEES FOR CITY CONTRACTS

Proponents are to state the name(s) of any former City of Toronto management employee(s) hired/used by your firm, if any, who have left the employ of the City or its special purpose bodies within the last two years. Specify: ______COPY______

This policy will be considered in the evaluation of all submissions received by the City of Toronto in addition to any other potential conflicts of interest and unfair advantages identified in the RFP.

For a copy of the City of Toronto Policy, visit the website: RESTRICTIONS ON THE HIRING AND USE OF FORMER CITY OF TORONTO MANAGEMENT EMPLOYEES FOR CITY CONTRACTS

3.3 RIGHT TO REJECT DEBTORS AND SET OFF POLICY

For a copy of the City of TorontoVIEWING Policy, visit the website: RIGHT TO REJECT DEBTORS AND SET OFF POLICY

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3.4 ENVIRONMENTALLY RESPONSIBLE PROCUREMENT STATEMENT

For a copy of the City of Toronto Environmentally Responsible Procurement Policy, visit the website: ENVIRONMENTALLY RESPONSIBLE PROCUREMENT STATEMENT

State if environmentally preferred products/service is being offered: YES______NO______

State briefly the environmental benefit of the product/service offered:

______

______

3.5 DECLARATION OF COMPLIANCE WITH ANTI-HARASSMENT/DISCRIMINATION LEGISLATION & CITY POLICY

Organizations/individuals in Ontario, including the City of Toronto, have obligations under the Ontario Human Rights Code, the Occupational Health and Safety Act, the Employment Standards Act, the Accessibility for Ontarians with Disabilities Act, the Criminal Code of Canada and the Charter of Rights and Freedoms. In addition, the City of Toronto also has policies that prohibit discrimination on the additional grounds of political affiliation or level of literacy, subject to the requirements of the Charter. Organizations are required to have and post policies, programs,COPY information, instruction, plans and/or other supports, and an appropriate internal process available to their employees and service recipients to prevent, address and remedy discrimination, racism, harassment, hate and inaccessibility complaints under the applicable legislation and including the additional grounds of discrimination prohibited under City policy. Individuals are obliged to refrain from harassment/hate activity.

The City of Toronto requires all organizations and individuals that contract with the City to sign the following Declaration of Compliance with Anti-Harassment/Discrimination Legislation & City Policy. This Declaration must be signed by your organization and submitted with the contract or Letter of Understanding. The name of your organization and the fact that you have signed this declaration may be included in a public report to City Council.

Declaration: VIEWING I/we uphold our obligations under the above provincial and federal legislation. In addition, I/we uphold our obligations under City policies which prohibit harassment/discrimination on a number of grounds including political affiliation and level of literacy.

WHERE LEGALLY MANDATED I/we have in place the necessary policies, programs, information, instruction, plans and/or other supports that are consistent with our obligations, and I/we have an internal process available to my/our employees and service recipients to prevent, address and remedy discrimination, racism, harassment, hate and inaccessibility complaints. I/we agree that I/we shall, upon the request of the City, provide evidence of the policies, programs, information, instruction, plans and other supports and an appropriate internal complaint resolution process required under this Declaration which is sufficient to allow the City to determine compliance. I/We acknowledge that failure to demonstrate compliance with this declaration to the satisfaction of the operating Division, in consultation with the City Solicitor, may result in the termination of the contract.

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3.6 DECLARATION OF COMPLIANCE WITH THE CITY OF TORONTO FAIR WAGE AND LABOUR TRADES POLICY

By signing this form, the proponent acknowledges and certifies that the proponent, and any of its proposed subcontractors, will provide the services in compliance with the City's Fair Wage and Labour Trades Policy.

The policy and schedules are available on the Fair Wage Office website – www.toronto.ca/fairwage

3.7 ACCESSIBILITY STANDARDS FOR CUSTOMER SERVICE TRAINING REQUIREMENTS POLICY

For a copy of the City of Toronto Policy, visit the website: ACCESSIBILITY STANDARDS FOR CUSTOMER SERVICE TRAINING REQUIREMENTS POLICY

3. OTHER CONFLICT OF INTERESTS OR PROHIBITED CONDUCT

The City may prohibit a proponent from participating in a procurement process, or from being awarded a contract based on past performance or based on inappropriate conduct in a prior procurement process or resulting contract, and such inappropriate conduct shall includeCOPY but not be limited to the following:

(a) the submission of quotations containing misrepresentations or any other inaccurate, misleading or incomplete information; (b) the refusal of the proponent to honour its pricing or other commitments made in a proposal or bid; (c) the proponent has communicated or entered into an agreement or arrangement with other proponents or suppliers in relation to this procurement process without the knowledge of the City's Chief Purchasing Official; (d) the proponent or its affiliated persons have previous convictions for collusion, price fixing, bribery, fraud or similar behaviour or practices prohibited by applicable law; (e) the proponent has threatened, intimidated or harassed other prospective suppliers or City staff in relation to an existing or proposed City contract; (f) the proponent has offered gifts or favours (including employment) to City staff, Councillors or other officials whichVIEWING might influence or interfere with their official duties with the City; (g) the proponent or any persons retained by the proponent has attempted to communicate or lobby any City staff or Councillors to obtain a contract, except for such communications as are explicitly permitted with the Chief Purchasing Official under the City's Lobbyist Registry By- law; or (h) any other conduct, situation or circumstance, as solely determined by the City, that constitutes a Conflict of Interest.

For the purposes of this section, the term “Conflict of Interest” means

(a) in relation to the procurement process, the proponent has an unfair advantage or engages in conduct, directly or indirectly, that may give it an unfair advantage, including but not limited to (i) having, or having access to, confidential information of the City in the preparation of its proposal that is not available to other proponents, (ii) communicating with any person with a view to influencing preferred treatment in the procurement process (including but not limited to the

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lobbying of decision makers involved in the procurement process), or (iii) engaging in conduct that compromises, or could be seen to compromise, the integrity of the procurement process; or

(b) in relation to the performance of its contractual obligations contemplated in the contract that is the subject of this procurement, the proponent’s other commitments, relationships or financial interests (i) could, or could be seen to, exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgment, or (ii) could, or could be seen to, compromise, impair or be incompatible with the effective performance of its contractual obligations.

If the box below is left blank, the proponent will be deemed to declare that (a) there was no Conflict of Interest or other prohibited conduct in connection with preparing its proposal; and (b) there is no foreseeable Conflict of Interest in performing the contractual obligations contemplated in the procurement process.

The proponent declares that there is an actual or potential Conflict of Interest relating to the preparation of its proposal, and/or the proponent foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the procurement.

If the proponent declares an actual or potential Conflict of Interest or any prohibited conduct, the proponent must set out the details below:

COPY

The following individuals, as employees, advisers, or in any other capacity (a) participated in the preparation of our proposal; AND (b) were employees of the City and have ceased that employment within twenty four (24) months prior to the Submission Deadline:

Name of Individual: Job Classification: Department: Last Date of Employment with the City: Name of Last Supervisor: Brief Description of Individual’sVIEWING Job Functions: Brief Description of Nature of Individual’s Participation in the Preparation of the Proposal: (Repeat above for each identified individual. Proponents may include this information on a separate sheet if more space is required)

The proponent agrees that, upon request, the proponent shall provide the City with additional information from each individual identified above in a form prescribed by the City.

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4. DISCLOSURE OF INFORMATION

The proponent hereby agrees that any information provided in this proposal, even if it is identified as being supplied in confidence, may be disclosed where required by law or if required by order of a court or tribunal. The proponent hereby consents to the disclosure, on a confidential basis, of this proposal by the City to the City’s advisers retained for the purpose of evaluating or participating in the evaluation of this proposal.

The proponent shall provide the City with ongoing disclosure, should the proponent be awarded a contract and any of the information provided above change.

5. ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA BY NUMBER AND ISSUE DATE

I/WE ACKNOWLEDGE THE RECEIPT OF:

ADDENDUM No(s). TO DATED TO

COPY SIGNATURE OF AUTHORIZED SIGNING OFFICER

______PRINTED NAME OF SIGNING OFFICER

I have authority to bind the proponent and attest to the accuracy of the information provided in this proposal.

VIEWING

THIS FORM MUST BE SIGNED AND SUBMITTED WITH YOUR PROPOSAL OR YOUR PROPOSAL WILL BE DECLARED NON-COMPLIANT.

59 of 105 FORM 2 NOTICE OF “NO SUBMISSION”

RFP # : 9117-19-7169 AY CLOSING DATE: October 4, 2019

IMPORTANT - PLEASE READ THIS

It is important to the City of Toronto to receive a reply from all invited Proponents. There is no obligation to submit a Proposal; however, should you choose not to submit, completion of this form will assist the City in determining the type of services you are interested in submitting a Proposal in the future.

INSTRUCTIONS:

If you are unable, or do not wish to submit a Proposal on this Request for Proposals, please complete the following portions of this form. State your reason for not submitting a Proposal by checking applicable box(es) or by explaining briefly in the space provided. It is not necessary to return any other Request for Proposals documents.

1. We do not offer this service. Other reasons or additional comments.

2. We do not offer services to these requirements.

3. Unable to offer services competitively.

4. Cannot handle due to present commitments. COPY

5. Quantity/project too large.

6. Cannot meet delivery/completion requirements.

7. Licensing restrictions.

Do you wish to participate in Request for Proposals for services in the future? YES ____ NO ____

For City’s use only - Do not write in this space. Company Name:

Address: VIEWING

Signature of Company Representative:

Position:

Date: Tel. No.:

Fax No.: Send by email: [email protected]

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THIS AGREEMENT made in quadruplicate this ______day of ______, 20__

BETWEEN: CITY OF TORONTO (the “City”) Of The First Part - and -

[ENTER Consultant’s Full Legal Name] (the “Consultant”) Of The Second Part [NOTE to writer: Do not change any of the clauses or legal language. Only fill in blanks/highlighted areas, and choose / delete only clauses with instructions in red. ] WHEREAS the City issued the RFP in connection with obtaining professional consulting services for [enter the project name / title] (herein referred to as the "Project"), and the Consultant submitted a Proposal in response to the RFP; and

INSERT 1 of the following clauses: [All Services Combined in Single Contract clause] WHEREAS the Consultant has agreed to perform Services in connection with the Project, in accordance with the terms and conditions set forth in this Agreement; and OR [Preliminary and Detailed Design Services Contract clause] WHEREAS the Consultant has agreed to perform, pursuant to this Agreement, Services in connection with preliminary design and detailed design for the Project in accordanceCOPY with the terms and conditions set forth in this Agreement; and further, pursuant to two separate agreements (which may include a purchase order in the case of post-construction services), services during construction (including site supervision services, testing and commissioning) and post-construction services, with respect to the Project as set forth in those respective agreements; and OR [Construction Services Contract clause] WHEREAS the Consultant has agreed to perform, pursuant to this Agreement, Services during construction including site supervision services, testing and commissioning for the Project in accordance with the terms and conditions set forth in this Agreement; and further, pursuant to two separate agreements (which may include a purchase order in the case of post-construction services), preliminary design and detailed design services and post-construction services, with respect to the Project as set forth in those respective agreements; and

INSERT 1 of the following clauses:VIEWING [Approval Clause - by GM] WHEREAS the Consultant was selected in accordance with the provisions of Municipal Code Chapters 71 and 195 to provide the Services in connection with the Project in accordance with all the terms and conditions of the RFP and the Proposal at a total cost not in excess of $[ENTER AMOUNT] inclusive of contingency and applicable taxes, being within the delegated authority and financial authority of the Division Head; OR [Approval Clause - by Bid Committee] WHEREAS at its meeting held on [ENTER DATE], the Bid Award Panel adopted the recommendations in the Staff Report from the Director of Purchasing and Materials Management dated [ENTER DATE], and authorized the retention of the Consultant to provide the Services in connection with the Project; OR [Approval Clause - by Council] WHEREAS at its meeting held on [ENTER DATE], City Council adopted Item No. __ of Report No. ___ of the [ENTER appropriate committee name] Committee, thereby authorizing the retention of the Consultant to provide the Services in connection with the Project;

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NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. INTERPRETATION (1) The Interpretation provisions of and definitions contained in the RFP are incorporated into and form part of this Agreement. (2) Definitions In addition to the foregoing, the following terms shall have the meanings as specified in this section unless the context otherwise specifies or requires: (a) “Additional Services” are those services which are not contemplated or provided for in the scope of Services set out in the RFP and which are expressly authorized by the Division Head in writing and in advance in accordance with this Agreement. (b) “Addendum” and “Addenda” means a written addendum or written addenda issued by the City which modify the RFP and include(s) the following:

[INSERT “None.” where no Addenda and DELETE box below]

 Addendum No. 1 dated [ENTER DATE]  Addendum No. 2 dated [ENTER DATE]  Addendum No. 3 dated [ENTER DATE]

(c) “Business Day” means any day other than a Saturday, Sunday or a statutory or civic holiday in the Province of Ontario. COPY (d) “Claims” or “Claim” means any damages, losses, costs, demands, claims, actions, causes of action, suits, proceedings, executions, liens or otherwise for, without limitation, compensation, liabilities, damages or loss of any kind and any nature whatsoever and howsoever caused including property damage or loss, bodily injury or death, loss of reputation, loss of opportunity, economic loss, royalties, judgments, fines, penalties, interest, charges, expenses and costs (including legal costs on a substantial indemnity basis). (e) “City” means the City of Toronto and where an authority or discretion is conferred upon the City under this Agreement, means the appropriate official or representative of the City as designated or appointed under its governing by-laws, resolutions or policies from time to time or under this Agreement. (f) “Clarification Letter(s)”VIEWING means a written document issued by the Consultant clarifying its Proposal. The Consultant's Proposal has been clarified by the following letter(s) of the Consultant:

 Letter(s) of the Consultant dated [ENTER DATE] (the “Clarification Letter(s)”). Each reference in this Agreement to the Consultant’s Proposal (or individually to the Consultant’s Technical Proposal or Cost of Services Proposal) shall be taken as a reference to the respective Proposal as modified by the foregoing Clarification Letter(s).

[INSERT “There has been no clarification made of the Consultant’s Proposal.” where no Clarification Letters and DELETE box above] (g) “Confidential Information” means, with respect to the City, all documents, information and material which are identified by the City to the Consultant as confidential or containing confidential information; or which ought by their nature to be considered as confidential or as containing confidential information of the City, which the Consultant and/or its subcontractors receive or are exposed to by reason of this Agreement or performing the Services including: (i) any personal

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information; (ii) any software code and associated documentation owned or licensed by the City; and (iii) any administrative, commercial, financial, proprietary, technical, commercial labour relations, statistical or regulatory information of the City, or of any third party which may be contained in records of the City and was supplied in confidence to the City and identified as such to the Consultant. Notwithstanding the foregoing, Confidential Information shall not include any document, information or material that is or becomes publicly available through no act or failure of the Consultant from a source other than the Consultant prior to receipt from the City; or becomes independently available to the Consultant as a matter of right. (h) "Conflict of Interest” means, in relation to the performance of its obligations under this Agreement, the Consultant’s other commitments, relationships or financial interests (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its obligations under this Agreement. (i) “Construction Act” means the Construction Act, R.S.O. c. C.30 and regulations thereunder, as amended from time to time. (j) “Division Head” means the [General Manager, Toronto Water][Chief Engineer and Executive Director of Engineering and Construction Services] [ENTER appropriate Division Head for Project] and includes such person’s designate. (k) “including” means “including but not limited to”. (l) “Indemnitees” means the City, its elected officials, officers, directors, employees, agents, representatives, successors and assigns. (m) “Optional Item” means an item which has not been set outCOPY in the scope of work of the RFP but has been proposed by the Consultant in its Proposal as an enhancement or additional service which may benefit the Project. (n) “Personnel” means the Consultant’s personnel and includes: (i) the Consultant’s officers, directors, partners, employees, agents and subcontractors; (ii) any person employed or engaged by or under the control of the Consultant or its subcontractors to perform or supply any part of the Services including goods related thereto; and (iii) any other person for whom the Consultant is responsible at law. (o) “Project” means [ENTER brief Project description]. (p) “Proposal” means the Consultant’s Technical Proposal dated [ENTER DATE] and Cost of Services Proposal dated [ENTER DATE], including all appendices, exhibits and attachments thereto, submitted in response to the RFP (individually the “Technical Proposal” and the “Cost of Services Proposal”, respectively).VIEWING Each reference to the Proposal in this Agreement shall be taken as a reference to the Proposal as modified by the Clarification Letter(s), if any. (q) “Provisional Item” means a Service identified in Schedule A which shall only be undertaken by the Consultant at the request and upon the prior written authorization of the Division Head. (r) “RFP” means the Request for Proposal No. [ENTER RFP # ], issued by the City on [ENTER DATE], in connection with obtaining professional consulting services for the Project. Each reference to the RFP in this Agreement shall be taken as a reference to the RFP as modified by the Addenda, if any. (s) “Services” means those services, and goods related thereto, and obligations detailed in this Agreement, including Schedule A, to be provided and undertaken by the Consultant for the City and shall include Provisional Items and Additional Services, unless the context requires otherwise, authorized by the Division Head in accordance with this Agreement. (t) “Working Day” shall have the same meaning as set out or described in the RFP and, where there is no meaning or description of Working Day set out in the RFP, it shall have the same meaning as Business Day.

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(3) Interpretation (a) For the purposes of this Agreement, any reference to a “subcontractor” of the Consultant shall include a sub-consultant of the Consultant. (b) Any reference to the Division Head or other officer or representative of the City shall be construed to mean the person holding that office from time to time, and the designate or deputy of that person, and shall be deemed to include a reference to any person holding a successor office or the designate or deputy of that person. (c) Without restricting or limiting the rights and privileges of the City to any broader interpretation, any breach or default of or in respect of a term, covenant, warranty, condition or provision of the Agreement, or a liability caused, by any of the Consultant’s Personnel shall constitute a breach or default or liability caused by the Consultant. (d) A reference to any Act, bylaw, rule, policy or regulation or to a provision thereof shall be deemed to include a reference to any Act, bylaw, rule, policy or regulation or provision enacted in substitution thereof or amendment thereof. (e) This Agreement shall not be construed as or deemed to be an agreement for the benefit of any third parties, and no third party shall have any right of action arising in any way under this Agreement for any cause whatsoever. (f) Any services, goods or incidentals not explicitly specified in this Agreement but which are necessary to conform to professional or safety standards or codes governing such Services, or which may be fairly implied as “included”, shall be done or supplied by the Consultant as if such services, goods or incidentals had been explicitly specified. (g) Any words and abbreviations, which have well-known COPYprofessional, technical or trade meanings, are used in this Agreement in accordance with such recognized meanings, unless expressly provided otherwise. (h) All amounts are expressed in Canadian dollars and are to be payable in Canadian dollars and all references to time shall be deemed to be references to current time in the City.

(4) Priority of Documents In the event of any conflict or disagreement between the various documents or any omissions contained in the documents making up this Agreement, the documents shall govern in the following order of precedence: (a) A written amendment to this Agreement in accordance with the terms hereof, the amendment bearing the later date having priority (if any); (b) This Agreement includiVIEWINGng Schedules “A” and “B”; (c) Addenda, the addendum bearing the later date having priority (if any); (d) RFP; (e) Statutory Declaration by the Consultant (Schedule “SD-Final”); (f) Clarification Letter(s) of the Consultant (if any), the Clarification Letter bearing the later date having priority; and (g) Consultant’s Proposal (including the Technical Proposal and Cost of Services Proposal). The foregoing documents are incorporated into and form part of this Agreement, even if said documents are not physically attached hereto. The Consultant acknowledges receipt of all such documents.

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2. PERFORMANCE (1) The Consultant agrees and covenants, and represents and warrants, to the City and acknowledges that the City is relying on such representations, warranties and covenants in entering into this Agreement, as follows: (a) to supply and perform the Services, more particularly set forth in Schedule "A" attached hereto, and undertake, perform and complete its undertakings and obligations provided for in this Agreement to the satisfaction of the Division Head in accordance with all the terms and conditions of this Agreement; (b) to supply and provide, at its sole cost, save as otherwise expressly provided in this Agreement, all necessary equipment, goods, materials, analysis, transportation, accommodation, labour, personnel, technical assistance and incidentals required in performing or supplying the Services, and all overhead expenses in connection therewith; (c) to supply, perform and provide the Services in a careful, professional, skilful, diligent, timely and workmanlike manner according to the industry standards of practice, care, skill and diligence to be expected of professionals and contractors in the performance of services similar to those called for under this Agreement including the use of materials and methods as are properly suited to the function and performance intended; (d) to make available and employ for the purposes of this Agreement only such persons as are professionally qualified, careful, skilled and experienced in the duties required of them to perform the Services properly and in a competent and professional manner and ensure that every such person is properly and thoroughly trained and instructed;COPY (e) to ensure that its Personnel, when using any buildings, premises, equipment, hardware or software owned, leased or licensed by the City shall comply with all security policies, regulations or directives relating to those buildings, premises, equipment, hardware or software of which the Consultant has received oral or written notice; (f) to use, in the performance of the Services, those Personnel specifically named in its Proposal and to not add to or substitute any such Personnel or engage any other subcontractor without the prior written approval of the Division Head. The City reserves the right to require the Consultant to immediately replace any of its Personnel supplying or performing the Services, upon written notice by the Division Head, where such person in the reasonable opinion of the Division Head has performed unsatisfactorily or breached an obligation of the Consultant under this Agreement or has otherwise acted improperly. The City shall not pay any fee or compensation whatsoever in respect of the time required by the replacement for any such Personnel to gain familiarity with the Project. (g) to be solely responsibleVIEWING for the payment of all its Personn el employed or engaged for the purpose of assisting in or undertaking any of its obligations under this Agreement; (h) to adhere to the Project time schedule and any amendments thereto approved in writing by the Division Head; and (i) to comply with and conform to all statutes, laws, by-laws, regulations, requirements, ordinances, notices, rulings, orders, directives and policies (including the City policies referenced in the RFP) of the municipal, provincial and federal governments and any other lawful authority and all court orders, judgments and declarations of a court of competent jurisdiction (collectively referred to as the “Laws”), applicable to the Services to be provided by, and the undertakings and obligations of, the Consultant under this Agreement. (2) The Consultant represents and warrants that its Personnel and, where applicable, the respective workforce of each are fully qualified to perform the Services and the obligations under this Agreement and hold all requisite licences, rights and other authorizations required by any Laws with respect thereto and all powers, capacities and authorities under its governing legislation. Where required by any Laws, the Personnel shall be duly licensed in performing the Services to the satisfaction of the Division Head.

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(3) The Consultant shall ensure that all its Personnel comply with the terms of this Agreement and, in particular without limiting the foregoing, the responsibilities of the Consultant with respect to matters concerning safety, compliance with all Laws and the conduct of the Services. (4) The Consultant shall co-ordinate the services of all its Personnel in a manner acceptable to the Division Head. The Consultant shall ensure that its Personnel at all times work in a professional, co-operative and collegial manner with City staff and the City’s other consultants. It shall be the Consultant's responsibility to control and check the Services of all of its Personnel and to ascertain that all Services are performed in accordance with this Agreement. (5) The Consultant, in providing the Services, shall and is deemed to be an independent contractor and not the agent or employee of the City. (6) No subcontracting of any part of the Services or this Agreement by the Consultant shall relieve the Consultant of any responsibility for the full performance of all of its obligations under this Agreement. Notwithstanding the approval of any of its Personnel by the City, the Consultant shall be fully responsible for every such Personnel’s activities, works, Services and acts or omissions. Without limiting the generality of any other provision of this Agreement, the Consultant shall be solely responsible and liable to the City for all its costs, losses or damages arising from errors or omissions or non-compliance with this Agreement of or by the Consultant’s Personnel or any of them. The Consultant’s responsibility and liability as set out in this Agreement shall survive the termination or expiry of this Agreement.

3. PAYMENT (1) The City will pay the Consultant for the Services performed byCOPY the Consultant pursuant to this Agreement, in the amounts and manner, and at the times, set forth in Schedule "B" Fees and Expenses hereto attached. (2) The Consultant shall, even if the rate of payment set forth in Schedule "B" hereto attached is based on an hourly, daily or other time-based rate, perform all of the Services notwithstanding that the value of the time spent by the Consultant in performance thereof exceeds the maximum amount specified in the Schedule, on the basis that neither such rate nor any provision of this Agreement shall relieve the Consultant from performing all the Services or all its undertakings and obligations under this Agreement. (3) The Consultant agrees to keep and maintain accurate and complete records and accounts related to any costs payable by the City under this Agreement. All such records, including timesheets, correspondence, receipts and memoranda pertaining to the Services shall be available for inspection by any authorized employee or agent of the City at all reasonable times for the purpose of auditing the Consultant's costs and the Consultant shall provide every reasonable assistance for that purpose. Such records shall be kept for a period of 12 VIEWINGmonths after completion of all of the Consultant’s services in respect to the Project or termination of this Agreement, whichever occurs last. (4) At the request of the Division Head, the Consultant shall submit to the City, when claiming reimbursement of expenses, except where the RFP does not require disbursements to be itemized and claimed on an individual basis, detailed expense sheets, copies of receipts, and/or per diem documentation, invoices, vehicle travel records and all such documents and materials in respect of such expenses. (5) Upon completion of all Services pursuant to this Agreement, the Consultant shall submit to the Division Head a statutory declaration attached as Schedule SD-FINAL (Final Payment) to this Agreement, completed by a senior professional engineer (or, where professional engineering services are not performed, a senior professional regulated by a professional body in respect to the Services performed), who is a fully authorized representative of the Consultant, detailing the Services, or part thereof, for which payment is being claimed, itemizing all disbursements claimed at the time of such submission and certifying that such Services have been performed and disbursements claimed in accordance with the provisions of this Agreement. The details of the performance of the Services, or part thereof, to be contained in the statutory declaration shall be satisfactory to the Division Head.

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(6) At the time of submission of the final statement or within a reasonable time thereafter, the Consultant shall submit to the Division Head the certificate of an auditor duly licensed under the Public Accounting Act, 2004, S.O. 2004 c.8 to the effect that in his/her opinion the charges set forth in such final statement (exclusive of any Services to be paid on a fixed fee basis) are properly chargeable under this Agreement. Audit reports must be in the format prescribed by The Canadian Institute of Chartered Accountants (CICA). Reports which are not in accordance with current CICA guidelines will not be accepted. The City reserves the right to conduct an audit of the records of the Consultant at the option of the Division Head. In the event that the Services are scheduled to extend or, while not scheduled to do so, do extend beyond a period of two years, audit reports satisfactory to the Division Head shall be required at the end of the second year of Services and on the last day in each subsequent year in which Services are performed; provided, however, that in the final year of Services, the audit report shall be provided within 60 days of the last day of performance of the Services.

4. CONSTRUCTION ACT (1) For the purposes of this section, “supply of services”, “improvement” and “holdback” shall have the same meaning, respectively, as defined by the Construction Act R.S.O. 1990, c. C.30. (2) Where any part of the Services constitutes a supply of services upon or in respect to an improvement, the City shall retain a holdback as required by the Construction Act from each sum otherwise payable to the Consultant under this Agreement with respect to those Services. The holdback shall be retained, held and released by the City in accordance with the Construction Act. Unless otherwise specified in the RFP or this Agreement, no letter of credit or demand-worded holdback repayment bond will be accepted by the City for the purposes of the Construction Act COPY 5. RIGHT OF OWNERSHIP/CONFIDENTIAL INFORMATION (1) Any item, including tangible and intangible property, created, prepared or purchased by the Consultant or any person on its behalf in connection with the Services or this Agreement and charged to the City’s account, including all original written materials, programs, card decks, tapes, disks, listings, books, reports, drawings, maps plans, and all other documents, items, materials and information, (a) is and shall be deemed and shall remain the sole and absolute property of the City, including all copyright therein and rights of use and reproduction, without the payment of any additional compensation by the City to the Consultant; and (b) shall be delivered to the Division Head upon completion of the Services or other termination of this Agreement, whichever occurs first, or as otherwise directed by the Division Head. (2) All proprietary rights in, connected with or arising out of, the ideas, concepts, know-how, techniques, computer data or programmingVIEWING developed by the Consultant or the Consultant’s Personnel, or by the Consultant or the Consultant’s Personnel and the City and its personnel jointly, during the course of this Agreement relating to the Services provided under this Agreement shall be the sole and absolute property of the City and shall be treated as trade secrets to which the City alone is entitled, with the concomitant duty of confidentiality and non-disclosure. The Consultant shall obtain all necessary assignments of copyright and waivers of moral rights in all Services and related goods to be delivered to the City in accordance with this Agreement and shall provide satisfactory proof thereof to the Division Head upon request. (3) The Consultant acknowledges that any item, document or other matter which is the property of the City, or in which the City has proprietary rights, pursuant to subsections (1), (2) and (3) of this section and the information contained therein are the property of the City having been developed in confidence for the City for its own and sole use. (4) Any documents, data or other information obtained from the City or prepared by the Consultant for the City shall be disclosed only to those of the Consultant's employees, agents or subcontractors who have a "need to know" for purposes of assisting the Consultant in the performance of the Services.

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(5) The Consultant shall not use, disclose, disseminate or reproduce or in any way making known to third parties or to the public any Confidential Information of the City communicated to or acquired by the Consultant in the course of carrying out the Services, except: (a) as may be strictly required for the purposes of carrying out the Services, or (b) as expressly permitted in advance by the City in writing, or (c) as may be required by law to be disclosed pursuant to a court or tribunal order or other legal compulsion and, if so compelled, the Consultant shall only furnish the portion of the City Confidential Information that it is legally required to furnish. Where the Consultant is required by law to disclose any such documents, data or information, the Consultant shall promptly notify the Division Head upon such legal requirement being imposed to permit the City an opportunity to seek an order or other remedy to prohibit or restrict such disclosure. (6) The Consultant shall deliver to the Division Head, upon completion of the Services, any computer data or program used by the Consultant in performing the Services and paid for by the City, subject to any third party proprietary rights with respect to any computer data or program used by the Consultant but which was developed by a third party with resources unrelated to this Agreement which may be purchased or licensed directly by the City, at the City’s option. (7) The Consultant shall return forthwith and without demand all Confidential Information of the City as may be in documentary form or recorded electronically or otherwise upon the termination of its Services. (8) Any reports or other documentation delivered to the City by the Consultant shall become the property of the City and may be subject to disclosure under the terms of the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.M.56 (the “MFIPPA”).COPY While the City is not responsible for the interpretation of any of the provisions of MFIPPA, if the Consultant believes that any part of the reports or other documentation delivered to the City reveals any trade secret, intellectual property right or any scientific, technical, commercial, financial or other similar information belonging to the Consultant and the Consultant wishes the City to attempt to preserve the confidentiality of the trade secret, intellectual property right or information, the trade secret, intellectual property right or information must be clearly and specifically designated as confidential.

6. INSURANCE

[Note: Specimen Certificate & Policy Coverages to be set out in RFP] (1) The Consultant agrees to purchase and maintain in force, at its own expense, the policies of insurance and coverages set out in the RFP for the duration of this Agreement, except in the case of professional liability (errors and omissions) insurance which shall be maintained for a period ending no sooner than two (2) years after theVIEWING termination of this Agreement or the completion of the Project, whichever occurs last. Such insurance shall be in accordance with the requirements of the RFP and be provided by an insurer licensed to carry on the business of an insurer in Ontario and acceptable to the City. The Consultant shall provide the City with certificates of insurance as proof of such coverage, in a form acceptable to the City in accordance with the RFP, originally signed by the insurer or its authorized agent and delivered to the City prior to the execution of this Agreement and the commencement of the Consultant’s Services. (2) Prior to the execution of this Agreement and the commencement of the Consultant’s Services, the Consultant shall also provide the City with proof of professional liability insurance maintained by any subcontractor engaged by the Consultant in relation to the Services, where such subcontractor is under a professional obligation to maintain the same, in a form and with an insurer acceptable to the City. (3) The City reserves the right to require the Consultant to purchase additional insurance coverage or alter existing insurance coverage as the City’s Manager of Insurance & Risk Management may reasonably require. The City agrees to pay the reasonable incremental cost to the Consultant of such additional insurance or any increase in existing coverages, where applicable. Provided, however, the City’s obligation to pay any incremental cost shall not include any costs attributable to risk factors unrelated v.2018.07.20 8 68 of 105 RFP 0000-00-0000 [ENTER RFP #] Preliminary & Detailed Design/Construction Consulting Services [ENTER Type of Services provided under this Agreement if not all in one agreement]

to the increase of coverage requested by the City, including the Consultant’s claims history, or any costs that exceed generally available market prices for such coverages available to consultants providing like services. The Consultant shall obtain the prices for such coverage changes and provide same to the City. (4) Any premiums due on any insurance policy under this section but not paid by the Consultant may be paid directly to the insurer(s) or broker(s) by the City, which shall be entitled to deduct the amount of same along with its reasonable costs in so doing from any monies otherwise due to the Consultant by the City either under this Agreement or otherwise. (5) To ensure there is no gap in coverage, the Consultant shall provide original signed Certificates evidencing renewals or replacements to the City prior to the expiration date of the original policies, without notice or request by the City. (6) The Consultant agrees that insurance policies may be subject to reasonable deductible amounts, which deductible amounts shall be borne by the Consultant. The certificates of insurance must include details of the insurance coverage, exclusions, deductibles and any conditions of coverage. (7) The Consultant shall bear all costs, expenses, losses and damages of its own and those of the City which may arise as a result of the Consultant failing to or delaying in promptly complying with this section.

7. WORKPLACE SAFETY AND INSURANCE ACT

The Consultant shall be in good standing with the Workplace Safety and Insurance Board (“WSIB”) throughout the term of this agreement. If requested by the Division Head or his/her designate, the Consultant shall produce certificates issued by the WSIB to the effect that they have paid in full their assessment based on a true statement of the amount of payrolls.COPY If the Consultant is considered by WSIB to be an independent operator without coverage, the Consultant shall provide a letter to that effect from the WSIB.

8. INDEMNITIES (1) The Consultant shall indemnify and save harmless the Indemnitees from and against any and all Claims resulting from: (a) any breach, violation or non-performance by or on behalf of the Consultant of any covenant, obligation or agreement of the Consultant contained in this Agreement, including any express or implied warranty; (b) any negligent acts, errors or omissions or wilful misconduct by or on behalf of the Consultant relating to the Services to be provided under this Agreement; (c) any acts performedVIEWING by or on behalf of the Consultant beyond the authority of the Consultant hereby conferred, whether negligent or otherwise; (d) any inaccuracy in or breach of any of the representations or warranties of the Consultant contained in this Agreement; (e) any preserved or perfected lien under the Construction Act filed or made on account of the Services performed under this Agreement, provided that such liens are not the direct result of the default in payment by the City to the Consultant of amounts properly due under this Agreement. The Consultant shall cause any such lien or claim which may be filed or made to be released, vacated or otherwise discharged within 5 days of obtaining notice of the lien or claim or from receipt by the Consultant of written notice from the City. If the Consultant fails to release, vacate or discharge any such lien or claim, then the City may, but is not obligated to, obtain a discharge or release of the lien or claim or otherwise deal with the lien or claim, and the Consultant shall pay all reasonable costs and expenses, including reasonable legal fees, incurred by the City in so doing; (f) any infringement or alleged infringement of any patent, trade secret, service mark, trade name, copyright, official mark, moral right, trademark, industrial design or other proprietary rights conferred

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by contract, common law, statute or otherwise in respect to the Services or any matter provided to the City or performed by the Consultant, or anyone else for whom at law it is responsible. (2) The Consultant shall pay all reasonable costs, expenses and legal fees that may be incurred or paid by the Indemnitees in connection with any Claim with respect to a matter for which the Consultant is obligated to indemnify the Indemnitees pursuant to this section, provided that the indemnity obligations of the Consultant under this section shall not extend to loss or damage attributable to the negligence or wilful misconduct of any Indemnitee to the extent that such Indemnitee’s negligence or wilful misconduct caused the loss or damage. (3) In the event any Claim is asserted in respect to which an Indemnitee is entitled to indemnification under this section, and without prejudice to any other right or remedy the City may have, the City shall be entitled to deduct or withhold a reasonable sum on account of such Claim, including reasonable legal costs, from monies owed or payable by the City to the Consultant under this Agreement pending the final determination or settlement of any such Claim. In the event (i) the Consultant is, becomes, or is deemed to be bankrupt or an insolvent person pursuant to the Bankruptcy and Insolvency Act (Canada); (ii) the Consultant makes a general assignment for the benefit of creditors; or (iii) a receiver or interim-receiver is appointed with respect to some or all of the Consultant’s business, assets, or property, then the City shall be entitled, without prejudice to any other right or remedy the City may have, to further deduct or withhold a reasonable sum on account of such Claim, including reasonable legal costs, from any monies owed or payable by the City to the Consultant under the Project or any other agreement or account. The provisions of this subsection shall not apply in the event that such Claim is otherwise fully provided for under any insurance provided by the Consultant to or for the benefit of the City. (4) This section shall survive the expiration or earlier termination of this Agreement.

9. DEFAULT & TERMINATION COPY (1) The following shall constitute, without limitation, Acts or Events of Default (“Default”) by the Consultant: (a) where the Consultant fails or neglects to commence the Services within ten (10) Working Days of a formal direction by the Division Head to commence; (b) where the Consultant fails or neglects to proceed, once commenced, with the provision of Services diligently and at a rate of progress that, in the reasonable opinion of the Division Head, will ensure entire completion of the Services within the time provided for in the Agreement or where the City reasonably determines that the Consultant has abandoned its duties with respect to this Agreement; (c) where the Consultant fails or neglects to complete the Services within the time limit(s) under this Agreement; (d) where the Consultant has made any material misrepresentation in respect to this Agreement or any part thereof; VIEWING (e) where the Consultant fails to comply with and maintain in good standing any insurance policies and coverages, securities, professional certificates, permits, licences or approvals required by this Agreement or commits any acts or omissions that, in the opinion of the Division Head, jeopardizes or may jeopardize these policies, securities, certificates, permits, licences or approvals; (f) where the Consultant fails or refuses to correct, rectify or remedy any unsatisfactory or defective Services, when so ordered by the City in writing, or fails to prosecute the Services with the required skill and diligence; (g) where the Consultant fails to comply with any Law applicable to the Services; (h) where the Consultant subcontracts the whole or any part of this Agreement or the Services or makes an assignment of this Agreement or the Services thereunder or any part thereof, without the prior written consent of the City; (i) where a lien arises with respect to the Services undertaken by the Consultant under the Agreement and remains unpaid by the Consultant after demand to pay therefore, unless vacated or discharged and released by payment into a court of competent jurisdiction or otherwise, within Five (5) Working

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Days of such demand, save and except a valid and proper lien of the Consultant registered against the property affected by the Agreement; (j) where any of the goods, chattels or effects of the Consultant shall at any time during the Term be seized or taken in execution of attachment; or if a writ of execution shall be issued against the goods, chattels or effects of the Consultant; or if the Consultant shall make any assignment for the benefit of creditors; or if the Consultant shall be adjudged bankrupt or insolvent, commit any act of bankruptcy or insolvency or make any proposal under or take advantage of any of the provisions of any act or statutes whatsoever that may be in force regarding bankrupt or insolvent debtors or debtors who are not able to or do not pay their debts promptly and in full; or if a receiving order or winding up order shall be made against or in respect of the Consultant; or if any actions or proceedings shall be taken to wind up, dissolve or liquidate the Consultant or its assets by, against or in respect of the Consultant; or where a resolution is passed or any other act undertaken for the winding up of the Consultant; or a receiver, manager or trustee is appointed in respect of the business or assets of the Consultant, or any part of thereof, by a court of competent jurisdiction, or under an agreement; (k) where the Consultant ceases or threatens to cease to carry on its business, or where the Consultant makes or agrees to make a bulk sale of its assets; or defaults in payment of any indebtedness or liability to a chartered bank or other lending institution, whether secured or not; and (l) where the Consultant fails to comply with or observe or perform, or breaches or violates, any material provision, term, covenant, warranty, condition and/or obligation of the Agreement. (2) In the event that the Consultant has committed a Default or a Default has occurred, the Division Head may provide written notice (“Default Notice”) to the Consultant to the effect that if the Consultant does not completely remedy the Default to the satisfaction of the Division Head within Five (5) Working Days of delivery of the Default Notice or otherwise expressly granteCOPYd in writing by the Division Head in his or her absolute discretion, then the Division Head may, in his/her sole discretion, on the behalf of the City: (a) suspend the performance of the Agreement by the Consultant and either perform the Services on a temporary basis itself or engage another consultant to perform the Services on a temporary basis; (b) terminate the Agreement and/or the Services of the Consultant immediately by giving notice to that effect to the Consultant; (c) cease all payments to the Consultant, save for the payment of those Services, if any, that have been furnished by the Consultant to the satisfaction of the Division Head up to the time of such termination and that have not yet been paid by the City (the Consultant shall have no claim of any kind otherwise against the City), subject to any rights or remedies the City may have against the Consultant; (d) enforce any performance security provided by the Consultant or deduct or set-off from funds retained under such performance security or otherwise held, but such enforcement shall not preclude the City from recovering any further amounts or damages incurred by the City as a result of the Default by theVIEWING Consultant; (e) engage another consultant to complete the Project or may itself complete the Project, without further liability to the Consultant, (f) where the City performs or engages another consultant to perform the Services, either on a temporary basis or otherwise, the City may employ such means as the Division Head may deem necessary or advisable to complete the Services to his/her satisfaction with such changes therein as in the Division Head's opinion are necessary or advisable by reason of the Consultant's Default, or any combination of the foregoing. (3) Notwithstanding subsection (2) of this section and without prejudice to or foregoing any other right, privilege or remedy of the City, in the event that any emergency services are necessitated as a result of the Default of the Consultant, such services may be undertaken immediately, without notice, by the City and all reasonable costs incurred by the City arising from such emergency or as a result of such emergency services shall be borne by the Consultant and payable forthwith upon written demand by the City, with particulars of the emergency and services necessitated thereby, and the City shall have no liability to the Consultant for any loss or damage or compensation whatsoever resulting from such action by the City.

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(4) In addition to the rights and remedies in subsection (2) and (3) of this section, if the City terminates the Consultant’s Services in whole or part, as a result of a Default by the Consultant, the City may but is not obliged to: (a) take possession of and utilize any items, goods, material and equipment of the Consultant devoted to that part of the Services terminated, within the Project site, which is intended to be utilized in the Services, subject to the secured rights of third parties; (b) withhold further payments to the Consultant with respect to the Services or the portion of the Services withdrawn from the Consultant until the Services or portion thereof withdrawn are completed to the satisfaction of the Division Head; (c) charge the Consultant the additional cost over the Consultant’s Proposal price for completing the Services or portion thereof withdrawn from the Consultant; (d) charge the Consultant a reasonable allowance, as determined by the Division Head, to cover correction to the Services performed by the Consultant that may be required; (e) charge the Consultant for any costs and damages the City may have sustained as a result of the Default; and (f) charge the Consultant the amount by which the cost of corrections to the Services exceeds the allowance provided for such corrections, or any combination of the foregoing. (5) The Consultant's obligation under this Agreement as to quality, correction and warranty of the Services, performed prior to the time of termination of this Agreement or termination of the Consultant's right to continue with the Services in whole or in part, shall continue to be in force after such termination. (6) In addition to the foregoing rights of the City, the Division Head may, at his or her sole option and upon providing not less than ten (10) Working Days’ prior written notice to the Consultant, elect to suspend the Services for up to ninety (90) calendar days or discontinueCOPY the Services and terminate this Agreement for any reason. In such an event, the Consultant shall have no claim, including for any loss or damages, against the City except for payment for such of the Services as have been satisfactorily performed by the Consultant to the satisfaction of the Division Head to the date of notice of the suspension or discontinuance of Services, subject to any rights or remedies the City may have against the Consultant. The Consultant shall immediately suspend or discontinue the Services, as the case may be, on the date and to the extent specified in the notice and place no further orders for materials or services for the terminated portion of the Services. In the event of a discontinuance of Services, termination shall become effective on such date as shall be stated in the City's notice. (7) The rights and remedies provided in this section given to the City are distinct, separate and cumulative, may be exercised at any time and from time to time independently or in combination, are in addition to all other legal, equitable or statutory rights, privileges and remedies to which the City is otherwise entitled, as well as any other rights and remedies stipulated in this Agreement, and the exercising or taking of any one right or remedy shall not preclude the exercising or taking of any other rights or remedies. VIEWING 10. NON-WAIVER No condoning, excusing or overlooking by the City or any of its representatives of any Default by the Consultant at any time or times in respect of any provision contained in this Agreement shall operate as a waiver of the City's rights under this Agreement in respect of any continuing or subsequent Default or so as to defeat or affect in any way the rights of the City under this Agreement in respect of any such continuing or subsequent Default. No waiver shall be inferred from or implied by anything done or omitted by the City or any of its representatives and no waiver of any rights of the City shall be effective unless expressly provided in writing by an authorized representative of the City.

11. SET-OFF In addition to any other remedies the City may have under this Agreement, the City shall have the right to set-off, withhold, retain or deduct from amounts due or owing by the City to the Consultant under the Project an amount sufficient to cover any monetary Claims or other amount due or owing from time to time, or

v.2018.07.20 12 72 of 105 RFP 0000-00-0000 [ENTER RFP #] Preliminary & Detailed Design/Construction Consulting Services [ENTER Type of Services provided under this Agreement if not all in one agreement] portions thereof, by the Consultant to the City, including any amount owing to the City pursuant to the Consultant’s indemnification of the City under this Agreement.

12. OCCUPATIONAL HEALTH & SAFETY

(1) The Consultant shall comply with all federal, provincial or municipal occupational health and safety legislative requirements, including, and without limitation, the Occupational Health and Safety Act, R.S.O., 1990 c.0.1 and all regulations thereunder, as amended from time to time (collectively the "OHSA").

(2) Nothing in this section shall be construed as making the City the "employer" (as defined in the OHSA) of any workers employed or engaged by the Consultant for the Services, either instead of or jointly with the Consultant.

(3) The Consultant agrees that it will ensure that all subcontractors engaged by it are qualified to perform the Services and that the employees of subcontractors are trained in the health and safety hazards expected to be encountered in the Services.

(4) The Consultant acknowledges and represents that:

(a) The workers employed to carry out the Services have been provided with training in the hazards of the Services to be performed and possess the knowledge and skills to allow them to work safely;

(b) The Consultant has provided, and will provide duringCOPY the course of this agreement, all necessary personal protective equipment for the protection of workers;

(c) The Consultant’s supervisory employees are competent, as defined in the OHSA, and will carry out their duties in a diligent and responsible manner with due consideration for the health and safety of workers;

(d) The Consultant has in place an occupational health and safety policy in accordance with the OHSA; and

(e) The Consultant has a process in place to ensure that health and safety issues are identified and addressed and a process in place for reporting work-related injuries and illnesses.

(5) The Consultant shall provide, at the request of the Division Head or his/her designate, the following as proof of the representations made in subsections 4(a) and 4(d) of this section: VIEWING (a) documentation regarding the training programs provided or to be provided during the Services (i.e. types of training, frequency of training and re-training); and

(b) the occupational health and safety policy.

(6) The Consultant shall immediately advise the Division Head or his/her designate in the event of any of the following:

(a) A critical injury that arises out of Services that is the subject of this agreement;

(b) An order(s) is issued to the Consultant by the Ministry of Labour arising out of the Services that is the subject of this agreement;

(c) A charge is laid or a conviction is entered arising out of the Services that is the subject of this agreement, including but not limited to a charge or conviction under the OHSA, the Criminal

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Code, R.S.C 1985, c. C-46, as amended and the Workplace Safety and Insurance Act, 1997, S.O. 1997, c. 16, Sched. A, as amended.

(7) The Consultant shall be responsible for any delay in the progress of the Services as a result of any violation or alleged violation of any federal, provincial or municipal health and safety requirement by the Consultant, it being understood that no such delay shall be a force majeure or uncontrollable circumstance for the purposes of extending the time for performance of the Services or entitling the Consultant to additional compensation, and the Consultant shall take all necessary steps to avoid delay in the final completion of the Services without additional cost to the City.

(8) The parties acknowledge and agree that employees of the City, including senior officers, have no authority to direct, and will not direct, how employees, workers or other persons employed or engaged by the Consultant do work or perform a task that is the subject of this agreement. (9) The Consultant: (a) must, immediately upon the execution of this Agreement and prior to commencement of the Services, forward to the Division Head a copy of the Safety Data Sheets (the “SDS”) for each hazardous material (as defined in the OHSA) to be used in the performance of the Services; (b) shall not bring onto the work site any hazardous material, as defined in the OHSA, without first obtaining the prior written authorization of the Division Head and maintaining at the Project site a copy of the relevant SDS readily accessible to all workers, Consultant’s Personnel and City personnel; (c) shall not remove or interfere with any "designated substance" as defined by the OHSA, except in full compliance with the OHSA and after notifying theCOPY Division Head; and (d) shall, following discovery that any designated substance has been removed or interfered with other than in compliance with subsection (c) of this section, forthwith report same to the Division Head and ensure that no further non-compliant removal or interference occurs.

13. SCHEDULES The following Schedules attached to this Agreement shall constitute an integral part of this Agreement and all expressions defined in this Agreement shall have the same meanings in such Schedules, unless expressly provided otherwise in such Schedules: Schedule "A": Professional Consulting Services Schedule "B": Fees and Expenses Schedule “SD-FINAL”:VIEWING Statutory Declaration Schedule “C”: Consultant’s Cost of Services Proposal Schedule “D”: Clarification Letter(s) of the Consultant (if any) The RFP, the Addenda (where applicable) and the Consultant’s Proposal are incorporated by reference into this Agreement as if they were set out in this Agreement in their entirety and form part of this Agreement, even if said documents are not physically attached hereto. The Consultant acknowledges receipt of such documents.

14. SUCCESSORS AND ASSIGNS (1) This Agreement and all terms, covenants, conditions and provisions herein shall be binding upon and shall enure to the benefit of the City and the Consultant and their respective permitted assigns, successors and legal representatives. (2) Except as expressly permitted in this Agreement, the Consultant shall not: (a) assign, transfer or encumber in any manner or part this Agreement without the prior written consent of the City; or

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(b) subcontract any Services under this Agreement or any part thereof to a third party or change any approved subcontractor without the prior written consent of the Division Head. (3) No assignment or subcontracting shall, in any circumstances, relieve the Consultant of its responsibilities, obligations and liabilities under this Agreement.

15. AGREEMENT IN WRITING No verbal arrangement or agreement relating to the Services will be of any force or effect unless it is in writing and signed by duly authorized representative(s) of the City. The City shall not be bound by any oral communication or representation whatsoever, including but not limited to any instruction, amendment or clarification of this Agreement or any of the documents comprising this Agreement, or any representation, information, advice, inference or suggestion, from any person (including but not limited to an elected official, employee, agent, independent consultant or any other person acting on the behalf of or at the direction of the City or other representative of the City) concerning this Agreement, any of the documents comprising this Agreement, or any other matter concerning this Agreement. Where in this Agreement a reference is made to the express written agreement, approval or consent of the City or the Division Head, it shall be understood that the City or Division Head shall not be deemed or construed to have agreed to any stipulation, specification, exclusion, limitation or other term or condition that deviates from a provision set out in this Agreement, unless that deviation is expressly confirmed in a written and express amendment to this Agreement. No officer, employee, representative or agent of the City is authorized to orally alter any portion of this Agreement. The City shall not be bound by any written representation whatsoever concerning this Agreement unless executed by the person designated and authorized in accordance with this Agreement or in accordance with a direction or authorization of City Council.COPY The Consultant releases and waives all claims whatsoever in negligence, in equity or otherwise with respect to any oral or unauthorized representations or communications.

16. ENTIRE AGREEMENT The documents comprising this Agreement are complementary and what is required by any part thereof shall be considered as being required by the whole. This Agreement, as may be amended from time to time by the written agreement of the parties in accordance with the terms herein, contains the entire agreement between the parties hereto with respect to the subject matters hereof. It is agreed that there is no representation, warranty, collateral contract or condition affecting this Agreement except as expressed in it. No amendment, modification or supplement to this Agreement shall be valid or binding unless set out in writing and executed by the parties hereto. 17. GOVERNING LAW VIEWING

This Agreement shall be governed by, subject to and construed in accordance with the laws of the Province of Ontario and the laws of Canada, as applicable to the matters herein. Any action or other legal proceeding arising under or with respect to this Agreement (including any motion or other interlocutory proceeding) shall be brought in a Court or a tribunal, whichever may be applicable, sitting in Toronto, Ontario. In the event that there is no applicable Court or tribunal sitting in Toronto, the proceeding shall be brought in the court (or other forum) of competent jurisdiction nearest to the City of Toronto within the Province of Ontario. The Consultant and the City each irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in accordance with the foregoing.

18. SURVIVAL In addition to any obligations set forth in this Agreement that by their nature survive the completion of the Services or termination of this Agreement, those obligations set out in ss. 2(1)(g) and 2(6) [liability for and payment of Consultant’s Personnel], ss. 3(3) [retention of records], s. 5 [Rights of Ownership/Confidential Information], s. 6 [Insurance], ss. 7(2) [Workers’ Compensation Claims], s. 8 [Indemnities], s. 9

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[Default/Termination], s. 11 [Set-Off], ss. 12(7) [OHSA indemnity], s. 14 [Successors and Assigns], s. 15 [Agreement in Writing] and s. 17 [Governing Law], s. 22 [Conflict of Interest] or otherwise expressly intended to survive shall continue to bind the Consultant notwithstanding the completion of all or part of the Services and payment therefore in accordance with this Agreement or the termination of this Agreement.

19. SEVERANCE WHERE PROVISION ILLEGAL, ETC. If any provision of this Agreement or the application thereof to any person or circumstances is found to be invalid, unenforceable or void by any court or tribunal of competent jurisdiction, such provision shall be deemed severable and all other provisions of this Agreement shall be deemed to be separate and independent therefrom and continue in full force and effect unless and until similarly found invalid, void or unenforceable. The remaining provisions of this Agreement and its application to any person or circumstances shall not be affected thereby, but this severance provision shall apply only insofar as the effect of that severance is not to change the fundamental nature of the obligations assumed respectively by the City and Consultant.

20. FURTHER ASSURANCES The Consultant agrees that it will do all such acts and execute all such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of all such acts and the execution of all such further documents (including waivers of moral rights) as are within its power to cause the doing or execution of, as the City may from time to time reasonably request, in writing, and as may be necessary or desirable to give full effect to this Agreement. 21. NOTICES COPY Any demand or notice to be given pursuant to this Agreement shall be duly and properly made and given if made in writing and delivered to the party for whom it is intended at the address as set out below, either personally, by facsimile or by means of prepaid registered mail addressed to such party as follows: (1) in the case of the City:

City of Toronto [ENTER Division Head] [ENTER Division Head’s Address]

Attention: [ENTER contact person]

(2) in the case of the Consultant:VIEWING

[ENTER Consultant’s name and address]

Attention: [ENTER contact person] or to such other addresses as one party may from time to time notify the other party in writing, and any demand or notice so made or given shall be deemed to have been duly and properly given and received on the day on which it was personally delivered or, if delivered by facsimile, shall be deemed to be delivered as of the next Business Day following the date of transmission (provided a confirmation of transmission receipt is issued) or, if mailed, then, in the absence of any interruption in postal service in the City of Toronto affecting the delivery or handling thereof, on the day following three (3) full Business Days following the date of mailing.

22. CONFLICT OF INTEREST:

(1) The Consultant shall: (a) avoid any Conflict of Interest in the performance of its contractual obligations; (b) disclose to the City without delay any actual or potential Conflict of Interest that arises

v.2018.07.20 16 76 of 105 RFP 0000-00-0000 [ENTER RFP #] Preliminary & Detailed Design/Construction Consulting Services [ENTER Type of Services provided under this Agreement if not all in one agreement]

during the performance of its contractual obligations; and (c) comply with any requirements prescribed by the City to resolve any Conflict of Interest. In addition to all other contractual rights or rights available at law or in equity, the City may immediately terminate the Contract upon giving notice to the Consultant where: (a) the Consultant fails to disclose an actual or potential Conflict of Interest; (b) the Consultant fails to comply with any requirements prescribed by the City to resolve a Conflict of Interest; or (c) the Consultant’s Conflict of Interest cannot be resolved. (2) The Division Head shall have the right to decide in consultation with the City Solicitor whether such interest constitutes a Conflict of Interest such that the City shall have the right to terminate the services being provided by the Consultant pursuant to this Agreement. (3) The absence of any disclosure of interest under this provision shall be treated as a representation and warranty by the Consultant that no such potential Conflict of Interest exists. (4) The Consultant shall not hire any current or former officer or employee of the City to perform any services covered by this Agreement, unless approved by the City. (5) This Article shall survive any termination or expiry of the Contract.

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v.2018.07.20 17 77 of 105 RFP 0000-00-0000 [ENTER RFP #] Preliminary & Detailed Design/Construction Consulting Services [ENTER Type of Services provided under this Agreement if not all in one agreement]

IN WITNESS WHEREOF the City and the Consultant have hereunto affixed their respective corporate seals attested to by the hands of their proper officers in that behalf duly authorized.

SIGNED, SEALED AND DELIVERED ) CITY OF TORONTO ) in the presence of: ) ) ) Approved As To Form ) ) City Clerk [delete where not required] ) (c/s) ………………………………………… ) Confirmed by Division Head: ) ______------Alternate Wording #1 ----- ) [ENTER - Division Head’s Title] Authorized by Division Head pursuant to Municipal ) Code Chapters 71 and 195. ) ------Alternate Wording # 2 ------) [enter Consultant’s Full Legal Name] Authorized by Minute No. [ENTER #] of the Bid Award Panel on ) the ______day of ______. )

------Alternate Wording # 3 ------) ______Authorized by name of standing Committee, Item No. ) Name: [ENTER #], as adopted by City of Toronto Council on ) Title: the ______day of ______. ) (c/s) ) ) ______COPY ) Name: ) Title: ) ) I/We have authority to bind the Corporation.

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v.2018.07.20 18 78 of 105 RFP 0000-00-0000 [ENTER RFP #] Preliminary & Detailed Design/Construction Consulting Services [ENTER Type of Services provided under this Agreement if not all in one agreement]

SCHEDULE “A”

PROFESSIONAL CONSULTING SERVICES

Subject to the provisions of this Agreement, the Consultant shall provide the Services more particularly described in this Schedule for the Project, ensuring that the project approach, staffing, organization, methodology and schedule are in accordance with the RFP and the Consultant's Proposal.

Services:

[USE where Services all in one Agreement] The Consultant shall provide and undertake the following Services for the Project:

[insert Brief Description of Services to be performed under this Agreement – See following examples:]

 Preliminary Design and Detailed Design for the Project [DELETE if not applicable]  Services during construction including office and site supervision services, testing and commissioning [DELETE if not applicable]  Post-Construction Services for the Project [DELETE if not applicable] including those Services identified in:

 Section 2 Appendices A.1-A.4, Appendix A.7 and Appendix A.8 , and Appendices A.11-A.14, of the RFP; and [INSERT applicable Appendices for the Services]COPY  the Consultant’s Technical Proposal. For further clarity, Optional Items included in the Consultant’s Proposal shall not be included in the Services unless identified as a Provisional Item in this Schedule. and, without limiting the foregoing, those related professional services and responsibilities otherwise detailed in the RFP and this Agreement in the nature of a general or specific responsibility of the Consultant related to the Project.

[USE for Preliminary and Detailed Design Services Agreement] The Consultant shall provide and undertake the following Services for the Project:  Preliminary DesignVIEWING and Detailed Design for the Project including those Services identified in:

 Section 2, Appendices A.1-A.4, Appendix A.7 and Appendix A.8, and Appendices A.11-A.14 of the RFP; and [INSERT correct Section & Appendix references from RFP]  the Consultant’s Technical Proposal. For further clarity, Optional Items included in the Consultant’s Proposal shall not be included in the Services unless identified as a Provisional Item in this Schedule. and, without limiting the foregoing, those related professional services and responsibilities otherwise detailed in the RFP and this Agreement in the nature of a general or specific responsibility of the Consultant related to the Project, save and except services during construction (including site supervision services, testing and commissioning) and post-construction service set out in sections 2.8, 2.9 and 2.10 and Appendix A.9 and Appendix A.10, of the RFP which are subject to two further separate agreements (which may include a purchase order for post- construction services). [INSERT correct Section & Appendix references from RFP]

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[USE for Services during Construction Agreement] The Consultant shall provide and undertake the following Services for the Project:  Services during construction including site supervision services, testing and commissioning including those Services identified in:

 Section 2, Appendices A.1-A.4, Appendix A.9 and and Appendices A.11-A.14, of the RFP; and [INSERT correct Section & Appendix references from RFP]  the Consultant’s Technical Proposal. For further clarity, Optional Items included in the Consultant’s Proposal shall not be included in the Services unless identified as a Provisional Item in this Schedule. and, without limiting the foregoing, those related professional services and responsibilities otherwise detailed in the RFP and this Agreement in the nature of a general or specific responsibility of the Consultant related to the Project, save and except preliminary design and detailed design services and post-construction services set out in sections 2.6, 2.7 and 2.10 and Appendix A.7 and Appendix A.8 of the RFP which are subject to two separate agreements (which may include a purchase order for post-construction services). [INSERT correct Section & Appendix references from RFP] COPY [Provisional Items clause - DELETE where inapplicable] Provisional Items: In addition to the foregoing, the Consultant shall provide the following Provisional Items set out in the Consultant’s Proposal, if and when required by the Division Head:

 [INSERT, as applicable]

 [INSERT, as applicable]

 [INSERT, as applicable]

Throughout the Project, the Consultant shall work collaboratively with the City staff. The Consultant shall ensure that sufficient time and resources are allocated to allow for City’s input into decision-making processes, that the City’sVIEWING concerns are adequately addressed and that all Services are coordinated with the other active associated projects as required.

The Consultant shall provide any Additional Services, if and as may be required by the City, upon the prior written authorization to proceed with such Additional Services from the Division Head. The fees and expenses for any such Additional Services are subject to the approval of the Division Head, in his/her sole discretion, and, if approved, shall be paid under the contingency allowance (where applicable) provided for in Schedule "B" - Fees and Expenses to this Agreement.

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SCHEDULE “B”

FEES AND EXPENSES

1. Notwithstanding anything to the contrary in this Agreement, the total fees and disbursements (including overhead and all taxes) for all Services to be provided by the Consultant under this Agreement, including any authorized Provisional Items and Additional Services, shall not exceed a maximum price of $000,000.00 (the “Maximum Agreement Price”).

2. The Consultant’s fees and disbursements are set out in its Cost of Services Proposal attached as Schedule C, as modified by any Clarification Letter(s).

[where the Services to be performed by the Consultant under this Agreement are not separately set out in the Consultant’s Cost of Services Proposal (i.e. separately for design/construction/post-construction) OR where CLARIFICATIONS have altered the amounts in the Consultant’s Cost of Services Proposal or Mathematical ERRORS need to be corrected  INSERT revised Cost of Services table below and DELETE above sentence]

2. The Consultant’s fees and disbursements are comprised of the following: Service Deliverables Cost

A. BASE SERVICE DELIVERABLES :

[INSERT Type of Service – e.g. Preliminary Design] $000,000.00 [INSERT Type of Service – e.g. Detailed Design] COPY $000,000.00 Disbursements $000,000.00

BASE DELIVERABLES SUB-TOTAL: $000,000.00

B. PROVISIONAL ITEMS: (WHERE APPLICABLE AND AUTHORIZED) [INSERT Item] $000,000.00 [INSERT Item] $000,000.00 [INSERT Item] $000,000.00

PROVISIONAL ITEMS SUB-TOTAL: $000,000.00

C. CONTINGENCY ALLOWANCE FOR ADDITIONAL SERVICES: (WHERE APPLICABLE AND AUTHORIZED) $000,000.00

Maximum Agreement Price for Services (exclusive of GST) $000,000.00 GST @ 5% $00,000.00 VIEWING Maximum Agreement Price for Services (inclusive of GST) $000,000.00

3. An amount of $000,000.00 (inclusive of all fees, disbursements and taxes) is reserved as an allowance for Provisional Items, where authorized by the Division Head. [DELETE where not applicable]

4. An amount of $000,000.00 (inclusive of all fees, disbursements and taxes) is reserved as a contingency allowance for Additional Services which may arise during the course of the Project, where authorized by the Division Head. [DELETE where not applicable]

5. The initial estimated cost of Service deliverables or tasks may be adjusted during the Agreement by mutual agreement between the City and the Consultant, provided that the total cost of Services under this Agreement is not greater than the Maximum Agreement Price.

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6. Provisional Items and Additional Services shall only be provided on an “as and when requested” basis. The City shall not be responsible for the payment of any Provisional Item or Additional Services unless those services have been authorized and assigned to the Consultant by prior written approval of the Division Head. If and upon being authorized, the Consultant shall proceed forthwith to supply the Provisional Item(s) or Additional Service(s), as the case may be, in accordance with: (i) the provisions of this Agreement; (ii) the terms of such authorization; and (iii) in the case of Provisional Items, the price set out in the Consultant’s Proposal; or in the case of Additional Services, the applicable unit rates or prices or lump sum amount set out in the Consultant’s Proposal or otherwise agreed to in writing by the Consultant and the Division Head, as the case may be.

7. If any Services under this Agreement are included by the Consultant in a progress claim as partially or fully completed, but are not completed in accordance with this Agreement, the City may withhold from payment the total amount payable, or a part thereof, for those Services until they are completed or corrected to the full satisfaction of the Division Head, and the Division Head shall notify the Consultant in writing of its action and the reason for same.

8. The City shall pay the Consultant on a monthly basis, within forty-five (45) days of the City’s receipt of the Consultant's invoice properly prepared to show details of the portion of the Services accomplished and the hours expended by the Consultant's Personnel to carry out the Services covered by the said invoice.

9. All or part of the aforementioned amounts are to be paid by the Consultant on a timely basis to any other firm and/or personnel which assists the Consultant in performing part or all of the Services, and the Consultant shall advise the Division Head when such paymentsCOPY by the Consultant have all occurred. It is agreed and understood that the City will not pay any firm and/or personnel other than the Consultant for the Services and that it is the Consultant's responsibility to pay all the other firms and personnel.

10. The Consultant's fees and disbursements shall be in accordance with the Consultant's Cost of Services Proposal [REPLACE “the Consultant’s Cost of Services Proposal” with “section 2 of this Schedule” where replacement has been made in section 2] and shall not exceed the specified Maximum Agreement Price with respect to the Services under this Agreement. Subject to section 7 [Confirm correct section reference] (Cost of Services) of the RFP, the payment for Services and authorized Additional Services shall be paid in accordance with the following: (a) Time of Principals, For time-based services, Personnel specifically identified in the Senior Officers, Consultant’s Proposal attached hereto shall be billed at the all-inclusive Specialists hourly or per diem flat rates indicated therein or this Schedule “B”, as the case may be; otherwise billing rates for this class of personnel shall

VIEWINGbe submitted for review and shall be subject to prior approval of the Division Head. (b) Time of other Staff For time-based services, staff or personnel classifications specifically identified in the Proposal attached hereto shall be billed at the hourly or per diem flat rates indicated therein. Billing rates for staff or classifications other than those identified in the Proposal shall be submitted for review and shall be subject to prior approval of the Division Head. (c) Disbursements A lump sum limit for any and all anticipated disbursements required in connection with any part of the Services shall be provided as identified in the RFP. Payments for disbursements will be pro-rated based on the value of the Services performed during a billable period.

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SCHEDULE “SD-FINAL”

STATUTORY DECLARATION BY THE CONSULTANT RE: FINAL PAYMENT

PROVINCE OF ONTARIO ) IN THE MATTER OF ) the consulting agreement entered into ) between the City of Toronto ) and ______) dated ______(the “Agreement”) ) and an Invoice dated ______(the “Invoice”) )

To Wit:

I, ______of the ______(Name) (City, Town, etc.) in the ______(Regional Municipality, City, etc.) do solemnly declare that: [modify to appropriate professional type, where no engineering services are being provided under agreement] 1. I am a senior professional engineer employed by ______COPY______(Consultant’s full legal name) (the “Consultant”). I have personal knowledge of the facts herein set forth and, as a duly authorized representative of the Consultant, have the authority to certify as follows.

2. Attached hereto and marked as Exhibit A to this my declaration are true copies of statements of the Consultant as part of the Invoice addressed to the City of Toronto setting forth in detail the services performed and the disbursements incurred by the Consultant during the period from the ____ day of ______, 20___ to the ____ day of ______, 20___, and for which payment is requested. I do hereby certify that such services were performed and such disbursements were properly incurred by the Consultant pursuant to and in accordance with the provisions of the Agreement.

3. The Consultant has completed all Services (as defined in the Agreement) to be performed by the Consultant.

AND I make this solemn declarationVIEWING conscientiously believing it to be true and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.

DECLARED before me at the ) ) ______of ______, ) ) in the Province of Ontario, ) ) this day of ______, 200___. ) ______) ) ) ______) A Commissioner, etc.

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SCHEDULE “C”

CONSULTANT’S COST OF SERVICES PROPOSAL

[ATTACH Cost of Services Proposal for the Services applicable to this Agreement - e.g. Cost of Services Proposal for Design Services/ Cost of Services Proposal for Construction Services - where Services are not all within 1 agreement]

COPY

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v.2018.07.20 24 84 of 105 RFP 0000-00-0000 [ENTER RFP #] Preliminary & Detailed Design/Construction Consulting Services [ENTER Type of Services provided under this Agreement if not all in one agreement]

SCHEDULE “D”

CONSULTANT’S CLARIFICATION LETTER(S)

[REMOVE Schedule “D” where there are no clarifications]

COPY

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v.2018.07.20 25 85 of 105 n-rfir Certificate of Insurance [Ulil iURUNIO Goods, Service Provider/Consultant To be completed only by the insurer or by its representative. Name of Insured: City of Toronto Contact Name, Address and Telephone Number:

Address and Telephone Number of Insured:

Operations of Named Insured for which certificate is issued:

(NOTE: Provide specific project information including City of Toronto contract number, project name or address)

1. Commercial General Liability

Policy Limit(s) Effective Date Expiry Date Insuring Company Policy Number (per occurrence)COPY(yyyy-mm-dd) (yyyy-mm-dd) Primary Insurer:

Umbrella I Excess Insurer:

Commercial General Liabilitypolicy provisions:

(a) The CITY OF TORONTO is included as an additional insured with respect to liabilityarising out of the operations of the Insured for which a contractlagreement is issued by the City of Toronto. (b) Commercial General Liabilityis extended to include Non-Owned Automobile Liability,Employer’s Liabilityand/ or Contingent Employer’s LiabilityVIEWINGand any other provisions that might be relevant to the services shown in the Operations of the Insured described above. (c) The Commercial General LiabilityPolicy(ies) identified above shall apply as primary insurance and not excess to any other insurance available to the additional insureds as set out above.

(d) Ifcancelled or materially changed to reduce the coverage outlined on this Certificate during the period of coverage as stated herein, thirty (30) days, (fifteen (15) days ifcancellation is due to non-payment of premium), prior written notice by registered mail willbe given by the Insurer(s) to the CITY OF TORONTO at the address provided on this Certificate.

33-0002 2011-06

1 of 2 86 of 105 Certificate of Insurance Goods, Service Provider/Consultant

To be completed only by the insurer or by its representative.

2. Professional Liability (Errors and Omissions), if applicable

Effective Date Expiry Date Insuring Company Policy Number Policy Limit (yyyy-mm-dd) (yyyy-mm-dd)

Professional Pollution Liability,if applicable

3. Automobile Liability, if applicable

Effective Date Expiry Date Insuring Company Policy Number Policy Limit(s) (yyyy-mm-dd) (yyyy-mm-dd)

CERTIFICATION

I certifythat the insurance is in effect as stated in this Certificate andCOPYthat I have authorization to issue this Certificate for and on behalf of the Insurer(s). This Certificate is valid until the expiration date(s) stated in the Expiry Date’ provision, unless notice is given in writing in accordance with the provision of this Certificate.

Date Broker’s or Insurer’s Name and Address Signature and Stamp of Certifying Official

VIEWING

33-0002 2011-06

2 of 2

87 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

Appendix E.1: Yellow Creek Study Area Summary Images

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ECS Version 1.6 – January 2019

Figure 1: Yellow Creek GSMP Study Area 88 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

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ECS Version 1.6 – January 2019 Figure 2: Yellow Creek above ground reach and access potential

89 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

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Figure 3: Yellow Creek steep ravine area with trails and access notes plus identifying Toronto Water infrastructure within the stream valley

ECS Version 1.6 – January 2019

90 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

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Figure 4: Yellow Creek from the Inlet where it goes underground to east of Mount Pleasant Road where the Spadina Storm Trunk Sewer discharges into a parallel storm channel immediately south of the buried pipe Yellow Creek is contained within

ECS Version 1.6 – January 2019

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COPY

Figure 5: Yellow Creek section contained in buried pipe between Mount Pleasant Road and the Don River (yellow line) VIEWING

ECS Version 1.6 – January 2019

92 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

Appendix E.2: Photos of Yellow Creek – From Upstream Source Outfall Progressing Downstream to David A. Balfour Park

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Image 1: Yellow Creek source outfall – failing right bank gabion basket structure

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ECS Version 1.6 – January 2019 Image 2: Yellow Creek source outfall – looking upstream to failing left bank gabion

basket structure – steep slope and private property on left bank 93 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

COPY Image 3: Yellow Creek downstream of source outfall – failing right and left bank gabion basket structure and showing large gabion wall in centre of image

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ECS Version 1.6 – January 2019 Image 4: Yellow Creek upstream of the St Clair Ave East bridge – looking downstream to failed right bank erosion protection structure and failing gabion wall left bank at centre left of image 94 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

COPY Image 5: Yellow Creek looking downstream toward St Clair Ave East bridge. Failing right bank gabion basket structure

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Image 6: Yellow Creek looking upstream under the St. Clair Ave East bridge. ECS VersionFailed 1.6 – storm January sewer 2019 outfall on the left bank. Failed erosion control structure throughout reach on both banks

95 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

COPY Image 7: Yellow Creek looking downstream under the St. Clair Ave East bridge. Failed storm sewer outfall on the left bank. Failed erosion control structures throughout reach on both banks

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ECS Version 1.6 – January 2019 Image 8: Yellow Creek looking upstream under the St. Clair Ave East bridge.

Failed storm sewer outfall on the left bank. Failed and storm flow removed erosion

control structure on right bank. Outfall is currently under design for repair by others. 96 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

COPY Image 9: Yellow Creek looking upstream towards the St. Clair Ave East bridge. Failed storm sewer outfall on the left bank. Very steep ravine slopes through reach.

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ECS VersionImage 1.6 – 10:January Yellow 2019 Creek looking downstream from near failed outfall towards steep right bank. Bank stability / retaining walls in place. Official PF&R trail high up on the slope above lower retaining walls. Failed bank erosion control structures – both armourstone and gabion baskets - for most of reach on both banks. 97 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

COPY Image 11: Yellow Creek looking upstream towards the St. Clair Ave East bridge. Failed and undercut gabion basket erosion control wall on right bank. Older small armourstone wall on left bank.

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ECS Version 1.6 – January 2019

Image 12: Yellow Creek outfall upstream of St. Clair Ave East bridge. Flanked and failing outfall structure and right bank erosion control measures. 98 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

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Image 13: Yellow Creek looking upstream south of St. Clair Ave East. Damaged and failing bank erosion control structures throughout reach

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ECS VersionImage 1.6 –14: January Yellow 2019 Creek looking downstream. Downstream of the St. Clair Ave

East bridge. Failed armourstone walls on right bank. Bottom course of gabion left

bank failing and stripped of stone. 99 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

COPY Image 15: Yellow Creek looking upstream north of the path footbridge – widened channel with no bank protection

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ECS Version 1.6 – January 2019 Image 16: Yellow Creek looking downstream. Upstream of footbridge – left bank (turns east to go to Mount Pleasant). Widened channel and no bank erosion protection. 100 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

COPY Image 17: Yellow Creek footbridge looking upstream. Damaged armourstone erosion control on right bank.

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ECS VersionImage 1.6 18: – January Yellow 2019Creek looking downstream from the path footbridge. Vertical armourstone walls previously built to protect the left bank and nearby path from stream based erosion. 101 of 105 Professional Services for the Development of a Geomorphic Systems Master Plan for Yellow Creek City of Toronto RFP No. 9117-19-7169

Image 19: Yellow Creek looking upstream under the rail bridge. NarrowCOPY channel with vertical armourstone walls.

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Image 20: Yellow Creek looking downstream south of rail bridge and toward the inlet where the flow goes underground north of grassy area of David A. Balfour Park. Narrow channel with failing banks and vertical armourstone walls.

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Image 21: Yellow Creek storm sewer inlet within David A. Balfour Park looking upstream. The creek flows underground within pipes from this point until it dCOPYischarges into the Don River.

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Image 22: Yellow Creek storm sewer inlet within David A. Balfour Park where the creek goes underground.

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Image 23: David A. Balfour Park south of the Yellow Creek Storm Sewer Inlet. Yellow Creek flowing in a pipe under the park.

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ECS Version 1.6 – January 2019

104 of 105 Final Contractor Performance Evaluation Interim # 1 version 1.2 - Feb 25-15 DATE: CONTRACTOR: PROJECT NAME: DESCRIPTION: Ranking CONTRACT No.: START DATE: For definitions refer to Backup sheets CONTRACT VALUE: COMPLETION DATE: U I ME EE EX N/A A. SAFETY & COMPLIANCE - Laws & Standards sub-score 3.00 Weight 25% 1. Did the contractor comply with OHSA requirements?  2. Did the contractor adhere to environmental, (non-OHSA) safety requirements, and other laws & policies?  3. Did the contractor take adequate precautions with any hazardous materials and designated substances?  B. QUALITY - Compliance with Contract Standards & Specifications sub-score 3.00 Weight 25% 1. Did the contractor comply with standards and specifications in the contract?  2. Was the quality and workmanship in compliance with the contract documents?  3. Did the contractor promptly & effectively correct defective work as the project progressed?  C. ORGANIZATION - Work Plan and Management sub-score 3.00 Weight 12.5% 1. Did the contractor submit a satisfactory baseline schedule in compliance with the contract?  2. Did the contractor commence the work on time?  3. Did the contractor submit schedule updates in accordance with the contract?  4. Did the contractor adequately staff and resource the project in compliance with the contract?  5. Did the contractor provide adequate & competent site supervision?  6. Did the contractor effectively coordinate and manage the work of its subcontractors?  7. Did a person with decision-making authority represent the contractor at pay/progress meetings?  8. Did the contractor submit timely, relevant requests for information (RFIs) as needed?  9. Were shop drawings submitted according to shop drawing schedule and in compliance with the contract?  D. EXECUTION - Work Performance sub-score 3.00 Weight 25% 1. Did the contractor complete the project on time?  2. Did the contractor follow the approved schedule and meet milestones?  3. Did the contractor provide effective quality control? COPY  4. Did the contractor keep the site clean and free of trash and debris in compliance with the contract?  5. Did the contractor promptly comply with change orders, change directives, site instructions, and RFQs?  6. Did the contractor seek authorization to perform extra or additional work?  7. Did the contractor adequately address disputes, damages and claims with third parties to City PM's knowledge?  8. Was the quality and submission timelines of the following items acceptable? 8.1 Look ahead schedules or work plans  8.2 Accurate and complete record documents (as-builts)  8.3 Complete operations and maintenance manuals and closeout documents  8.4 Secure and/or closed applicable municipal permits  8.5 Startup testing and commissioning reports  8.6 Training plan and manuals  E. ADMINISTRATION - Contractor Performance and Diligence sub-score 3.00 Weight 12.5% 1. Did the contractor communicate, cooperate, VIEWINGcollaborate with the contract administrator, project team & stakeholders?  2. Did the contractor participate in resolving project problems and display initiative to implement solutions?  3. Did the contractor demonstrate accountability for problems for which they where responsible?  4. Did the contractor submit accurate, complete invoices in a timely manner?  5. Did the contractor provide competitive change order pricing?  6. Did the contractor accept responsibility for the full scope and extent of the contract?  7. Did the contractor coordinate to minimize disruption to the public and City operations?  3.00 Total Score (weighted)

Name (Print or Type) Signature Date

Project Manager:

Manager: Director: (required for Final only) NOTE: If the contractor disagrees with this evaluation, it is to submit its objections in writing with supporting evidence within five (5) business days to the Division Manager (for Interim Reports) or to the Division Director (for Final Reports)

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