Valley Community Association (BRVCA) Request for Proposals Evaluation of Alternative Heating Options for Three Heritage Buildings Issue date: May 20, 2014 Closing Time: June 7, 2014 June 21, 2014 (Revised)

BRVCA CONTACT PERSON: All inquiries related to this Request for Proposals (“RFP”), including any requests for information and clarification, are to be directed, in writing, to the following person who will respond if time permits. Information obtained from any other source is not official and should not be relied upon. Inquiries and any responses will be recorded and may be distributed to all Proponents at the BRVCA’s option.

Bridge River Valley Community Association General Delivery Gold Bridge, BC V0K 1P0 Fax: 250-238-2532 Email: [email protected] DELIVERY OF PROPOSALS: Proposals may be sent by courier, mail, or e-mail. Proposals are to be submitted to the Closing Location as follows:

Bridge River Valley Community Association General Delivery Gold Bridge, BC V0K 1P0 Attention: Andre Kuerbis (the “Closing Location”)

It is strongly recommended that Proponents verify receipt of their Proposal prior to the Closing Time.

PROPONENTS’ MEETING: A Proponents’ meeting will not be held.

PROPONENT SECTION:

For all Proposals, a person authorized to sign on behalf of the Proponent must complete and sign the Proponent Section (below), leaving the rest of this page ot herwise unaltered, submitted as part of the Proposal. The originally signed copy of this page must be mailed or otherwise delivered to the Closing Location, but may be received after the Closing Time, provided a copy has been received by the BRVCA via email or fax by the Closing Time.

The enclosed Proposal is submitted in response to the above-referenced Request for Proposals, including any addenda. Through submission of this Proposal we agree to all of the terms and conditions of the Request for Proposals and agree that any inconsistent provisions in our Proposal will be as if not written and do not exist. We have carefully read and examined the Request for Proposals, including the Definitions and Administrative Requirements Section, and have conducted such other investigations as were prudent and reasonable in preparing the Proposal. We agree to be bound by statements and representations made in our Proposal. Signature of Authorized Representative: Legal Name of Proponent (and Doing Business As Name, if applicable):

Printed Name of Authorized Representative: Address of Proponent:

Title:

Date: Authorized Representative phone, fax or email address (if available):

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Definitions and Administrative Requirements

1. Definitions Throughout this Request for Proposals, the following definitions 6. Evaluation apply: Evaluation of proposals will be by the staff and directors of the BRVCA. All personnel will be bo und by the same standards of confidentiality. • “Contract” means the written agreement resulting from this The BRVCA’s intent is to enter into a Contract with the Proponent who Request for Proposals executed by the BRVCA and the has the highest overall ranking. Contractor; • “Consultant” means the successful Proponent to this 7. Negotiation Delay Request for Proposals who enters into a written Contract If a written Contract cannot be negotiated within thirty days of with the BRVCA; notification of the successful Proponent, the BRVCA may, at its sole discretion at any time thereafter, terminate negotiations with that • “Must”, or “mandatory” means a requirement that must be Proponent and ei ther negotiate a Contract with the next qualified met in order for a Proposal to receive consideration; Proponent or choose to re-issue the RFP or terminate the Request for Proposals process and not enter into a C ontract with any of the • “Proponent” means an individual or a company that submits, Proponents. or intends to submit, a Proposal in response to this Request for Proposals; 8. Debriefing • “Proposal” means the document submitted by the At the conclusion of the Request for Proposals process, all Proponents Proponent; will be not ified. U nsuccessful Proponents may request a debr iefing with the BRVCA, which may, at the BRVCA’s option, be conducted via • “BRVCA” means the Bridge River Valley Community telephone or email. Association; • “Request for Proposals” or “RFP” means the process 9. Alternative Solutions described in this document; If alternative solutions are offered, the Proponent should consult with the BRVCA Contact Person on page 1 prior to submitting the Proposal. • “Should” or “desirable” means a requirement having a significant degree of importance to the objectives of the 10. Changes to Proposals Request for Proposals; and By submission of a c lear and det ailed written notice, the Proponent may amend or withdraw its Proposal prior to the closing date and time. • “BRVCA Website” means www.brvca.ca. Upon closing time, all Proposals become irrevocable. The Proponent will not change the wording of its Proposal after closing and no w ords 2. Terms and Conditions or comments will be added t o the Proposal unless requested by the The following terms and conditions will apply to this Request for BRVCA for purposes of clarification. Proposals. Submission of a Proposal in response to this Request for Proposals indicates acceptance of all the terms that follow and 11. Proponent’s Expenses that are included in any addenda issued by the BRVCA. Proponents are solely responsible for their own expenses in preparing Provisions in Proposals that contradict any of the terms of this a Proposal and for subsequent negotiations with the Request for Proposals will be as if not written and do not exist. BRVCA, if any. Regardless of whether or not the BRVCA elects to reject all Proposals, the BRVCA will not be liable to any Proponent for 3. Additional Information Regarding the any claims, whether for costs or damages incurred by the Proponent in preparing the Proposal, loss of anticipated profit in connection with any Request for Proposals final Contract, or any other cause of action whatsoever. Proponents are advised to fill out and return the attached Receipt Confirmation Form attached to this RFP as Appendix A. This form may be delivered by fax or email and will facilitate the further 12. Limitation of Damages receipt by the Proponent of Addenda to the RFP, if any. Further to the preceding paragraph, the Proponent, by submitting a Proposal, agrees that it has no cause of action, for any reason whatsoever, relating to the Contract or in respect of the competitive 4. Late Proposals process, in excess of an a mount equivalent to the reasonable costs Proposals will be marked with their receipt time at the Closing incurred by the Proponent in preparing its Proposal and the Proponent, Location. Only complete Proposals received and marked before by submitting a Proposal, waives any claim for loss of profits if no closing time will be considered to have been received on time. Contract is made with the Proponent. Late Proposals may not be accepted and may be returned to the Proponent. In the event of a dispute, the Proposal receipt time as recorded at the Closing Location shall prevail whether accurate or 13. Proposal Validity not. Proponents are strongly advised to verify receipt of their Proposals will be open for acceptance for at least 90 days after the Proposal by the BRVCA prior to the Closing Time. Closing Date. The accuracy and completeness of Proposals shall be the sole responsibility of each proponent and any errors or omissions shall be corrected at the Proponent’s expense. 5. Eligibility Proposals may not be evaluated if the Proponent’s current or past 14. Firm Pricing corporate or other interests may, in the BRVCA’s opinion, give Prices will be firm for the entire Contract period unless this Request for rise to a conflict of interest in connection with the project Proposals specifically states otherwise. described in this Request for Proposals. If a Proponent is in doubt as to whether there might be a conflict of interest, the Proponent should consult with the BRVCA Contact Person listed on page 1 prior to submitting a proposal. 2

21. Liability for Errors 15. Currency and Taxes While the BRVCA has used considerable efforts to ensure information in Prices quoted are to be: this Request for Proposals is accurate, the information contained in this Request for Proposals is supplied solely as a guideline for Proponents. • in Canadian dollars; The information is not guaranteed or warranted to be accurate by the BRVCA, nor is it necessarily comprehensive or exhaustive. Nothing in • inclusive of all fees; this Request for Proposals is intended to relieve Proponents from • exclusive of disbursements, for which a detailed estimate forming their own opinions and conclusions with respect to the matters shall be provided by the Proponent; and addressed in this Request for Proposals.

• exclusive of applicable taxes. 22. Modification of Terms The BRVCA reserves the right to modify the terms of this Request for 16. Completeness of Proposal Proposals at any time in its sole discretion. This includes the right to By submission of a Proposal the Proponent warrants that, if this cancel or re-issue this Request for Proposals at any time prior to Request for Proposals is to design, create or provide a system or entering into a Contract with the successful Proponent. manage a program, all components required to run the system or manage the program have been identified in the Proposal or will 23. Ownership of Proposals be provided by the Consultant at no charge. All Proposals submitted to the BRVCA become the property of the BRVCA. They will be received and held in confidence by the BRVCA, 17. Subcontracting subject to the provisions of the Freedom of Information and Protection Using a subcontractor (who should be clearly identified in the of Privacy Act and this Request for Proposals. Proposal) may be acceptable. This includes a joint submission by two Proponents having no formal corporate links. H owever, in 24. Use of Request for Proposals this case, one of these Proponents must be prepared to take Any portion of this document, or any information supplied by the overall responsibility for successful performance of the Contract BRVCA in relation to this Request for Proposals may not be us ed or and this should be clearly defined in the Proposal. disclosed, for any purpose other than for the submission of Proposals. Without limiting the generality of the foregoing by submission of a Subcontracting to any firm or individual whose current or past Proposal, the Proponent agrees to hold in confidence all corporate or other interests may, in the BRVCA’s opinion, give information supplied by the BRVCA in relation to this Request for rise to a c onflict of interest in connection with the project or Proposals. program described in this Request for Proposals may not be permitted. T his includes, but is not limited to, any firm or individual involved in the preparation of this Request for 25. Reciprocity Proposals. If a Proponent is in doubt as to whether a proposed The BRVCA may consider and evaluate any Proposals from other subcontractor gives rise to a c onflict of interest, the Proponent jurisdictions on the same basis that the government purchasing should consult with the BRVCA Contact Person listed on page 1 authorities in those jurisdictions would treat a similar Proposal from a prior to submitting a Proposal. supplier.

Where applicable, the names of approved sub-contractors listed 26. No Lobbying in the Proposal will be i ncluded in the Contract. N o additional Proponents must not attempt to communicate directly or indirectly with subcontractors will be added nor other changes made to this list any employee, contractor or representative of the BRVCA, including in the Contract without the written consent of the BRVCA. the members of the evaluation team and any directors of the BRVCA, or with members of the public or the media, about the project 18. Acceptance of Proposals described in this Request for Proposals or otherwise in respect of the This Request for Proposals should not be construed as an Request for Proposals, other than as expressly directed or permitted agreement to purchase goods or services. T he BRVCA is not by the BRVCA herein or otherwise. bound to enter into a C ontract with the Proponent who submits the lowest priced Proposal or with any Proponent. Proposals will be assessed in light of the evaluation criteria. The BRVCA will be 27. Collection and Use of Personal Information under no obligation to receive further information, whether written Proponents are solely responsible for familiarizing themselves, and or oral, from any Proponent. ensuring that they comply, with the laws applicable to the collection and dissemination of information, including resumes and other Neither acceptance of a Proposal nor execution of a Contract will personal information concerning employees and employees of any constitute approval of any activity or development contemplated in subcontractors. If this RFP requires Proponents to provide the BRVCA any Proposal that requires any approval, permit or license with personal information of employees or subcontractors who have pursuant to any federal, provincial, regional district or municipal been included as resources in response to this RFP, Proponents will statute, regulation or by-law. ensure that they have obtained written consent from each of those persons before forwarding such personal information to the BRVCA. 19. Definition of Contract Such written consents are to specify that the personal information may Notice in writing to a Proponent that it has been identified as the be forwarded to the BRVCA for the purposes of responding to this RFP successful Proponent and the subsequent full execution of a and use by the BRVCA for the purposes set out in the RFP. The written Contract will constitute a Contract for the goods or BRVCA may, at any time, request the original consents or copies of services, and no Proponent will acquire any legal or equitable the original consents from Proponents, and upon such request being rights or privileges relative to the goods or services until the made, Proponents will immediately supply such originals or copies to occurrence of both such events. the BRVCA.

20. Contract By submission of a Proposal, the Proponent agrees that should its Proposal be successful the Proponent will enter into a C ontract with the BRVCA in substantially the terms set out in Appendix B.

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Proposal Requirements INTRODUCTION

BRIDGE RIVER VALLEY COMMUNITY ASSOCIATION OVERVIEW

The Bridge River Valley Community Association (“BRVCA”) is a non-profit society which acts as an umbrella organization for many different purposes, groups and committees in the Bridge River Valley. Driven by the interests of the residents of the Bridge River Valley, the BRVCA encourages autonomous group development and promotes the economic wellbeing of the Bridge River Valley. A description of the Bridge River Valley Community association can be obtained from their website: www.brvca.ca/about/. More information on the upper Bridge River Valley can be obtained at www.bridgerivervalley.ca.

PROJECT OVERVIEW

The communities of Gold Bridge and in the Bridge River Valley have a long and deep history. Many of the buildings in these two communities are older buildings with heritage value. Most of them have or had oil furnaces and oil heat.

There are three buildings either owned by the BRVCA or managed by the Squamish- Regional District (“SLRD”) which need to have their heating systems replaced or upgraded. The community would like to explore alternative heating systems to replace or augment the systems presently used to heat these buildings.

Bralorne Community Hall – 3,000 square feet This is a heritage hall. The building currently operates without a heating system. It has a non- operational boiler in the rear section of the basement. Therefore, no heating costs are available. This building is seen as critical to the revitalization of the community. It is owned by the Bridge River Valley Community Association with limited operating funds, so a cost- effective solution is required.

Boultbee Memorial Church (Bralorne) – approximately 2,300 square feet on two floors This is a restored heritage building owned by the SLRD and managed by the BRVCA. It has an operating oil furnace that is 6-8 years old. The in-ground oil tank is 1947 vintage and is in need of replacement. The cost of operating the church with oil through the winter is prohibitive; as a result, the building is not used in the winter. This church sits on dedicated park. The system currently uses about $1,000-$1,200 of oil per year.

Community Resource Building (Gold Bridge) – 800 square feet This building is the original teacherage in the valley. In fair condition, it is a heritage building that is now owned by the BRVCA. It also has a functioning oil furnace. This building is operated year-round and is generally used three days per week in winter and six days per week through the summer months: June, July and August. The yearly cost to heat is approximately $1200 per year. The building is used as the central base for BRVCA operations and is occupied half- to full-time.

The Proponent is looking for a qualified consultant/contractor to evaluate the three buildings listed above and provide design/build recommendations with regard to alternate heating strategies to minimize operating costs. Other factors that will also need to be considered will be energy efficiency, long term maintenance requirements, ease of construction, aesthetics, ease of transition from one system to another. Recommendations regarding funding options will also be requested.

A site visit to assess the current condition and suitability of the buildings will be required. Based on the site visit, alternative heating solutions will be determined for each building and a detailed recommendation provided, including anticipated capital cost, operating cost and rationale for the recommendation. Alternative heat sources could include: air source heat pumps, biomass (wood) heat, solar heat and geothermal heat. The consultant should also identify options to consider with regard to potential project funding sources. 4

GENERAL SCOPE MANAGEMENT PROCEDURES

Timeline: Work will need to be completed by July 31, 2014. Any future changes to the timeline shall be agreed upon by the developer and the Bridge River Valley Community Association.

Key Staffing Roles and Responsibilities: The Consultant’s project team is to be outlined in the Proposal. The Consultant shall ensure that senior qualified staff is available; project staff are to be as stated in the proposal and agreed upon at the time of contract award. Project staff shall work on the project until its completion or until written approval is obtained from the BRVCA to authorize substitutions. In the event that the BRVCA rates the performance of any project personnel as unsatisfactory, the Consultant shall replace that individual within five business days of written notification from the BRVCA. The BRVCA reserves the right to refuse any individual or replacement individual for performance or work-related deficiencies.

Meetings and Other Services: The Consultant will be required to attend an initial meeting at the BRVCA office in Gold Bridge, by teleconference or other electronic means if necessary, within ten (10) business days of the contract award, and one key individual from the Consulting team must be available to meet with BRVCA staff on reasonable notice until the project’s completion (by teleconference or other electronic means if necessary).

Price The BRVCA has a limited budget for the scope of work set out herein. We will select the Proposal that most closely meets our requirements while providing the best value for the money spent. Proponents are asked to provide their best price based upon the scope of services set out above. Proponents are asked to divide the price into separate logical components, if possible, in the event that the BRVCA needs to trim the scope of work to fit the budget or approach the work in phases. Proposals should be inclusive of all fees and disbursements.

The BRVCA reserves the right to modify the project scope or consultant deliverables as set out herein, or both, at any time during the notification phase without notification to other proponents. If the parties are not successful, the BRVCA may attempt to negotiate an agreement with its next preferred proponent. Agreements will be in substantially the form of the draft agreement attached as Appendix B. The BRVCA reserves the right to reject all proposals and re-issue the RFP or abandon it altogether.

Evaluation This section details all of the criteria against which proposals will be evaluated. Proponents should ensure that they adhere to the required format and respond to all criteria in order to receive full consideration during evaluation.

MANDATORY CRITERIA/PROPOSAL FORMAT

The following format, sequence, and instructions should be followed in order to provide consistency in proponent responses and ensure each proposal receives full consideration. All proposals must adhere to the requirements: • Proposal must be in English; • Proposal must be received at the Closing Location before the specified Closing Time; • Proposal must include one unaltered, Request for Proposals cover page, including an executed copy of the Proponent Section; • All pages should be consecutively numbered; and • Proposal must include a Table of Contents including page numbers.

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PROPOSAL REQUIREMENTS

Proposals should include the following: • A description of the Proponent’s firm, including years in business, form of ownership, number of employees, services provided and core competencies; • A description of the Proponent’s work in this field; • Identification of the project manager who would be responsible for assigning and supervising services as well as acting as the primary liaison with BRVCA staff; • A list of the primary personnel assigned to the project team, including a description of each person’s duties, training and experience; • A detailed description of the services to be performed by the Proponent and the intended approach that will be used to fulfil the necessary requirements provided in this RFP as well as a description of potential services that may be needed in the future; • A list of partners, associates and / or any anticipated subcontractors who will be assigned or engaged to provide services as part of this project, if any, along with a description of the services they might be involved in, and their specific qualifications and experience as they relate to said services; • A detailed work plan with estimated timelines identifying necessary meetings, project milestones, and a breakdown of major tasks; • A description of any additional evaluation and / or information which the Proponent feels should be considered in order to select the preferred alternative, if any, over and above what has been outlined in the RFP, along with associated costs; • A description of services, assistance and / or items, if any, the BRVCA would be expected to provide in order to complete the project; • A payment schedule outlining the project fee and all associated costs, including disbursements and taxes; • Any additional information that the Proponent wishes the BRVCA to consider in the evaluation of its proposal; and • A list of three current or past clients, to whom the Proponent has supplied similar services, and who may be contacted as references, including contact name, email address and telephone number for each client.

SELECTION PROCESS

Each proposal will be evaluated based on the following criteria: • Demonstrated understanding of the project requirements and ability to best fulfill the requirements as outlined in this RFP; • Demonstrated capacity, knowledge, and skill of the Proponent’s project team; • Stability and reputation of the Proponent; and • An optimal time frame and at a cost that provides good value for the investment.

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Appendix A

BRIDGE RIVER VALLEY COMMUNITY ASSOCIATION Request for Proposal RECEIPT CONFIRMATION FORM

Please complete this form and return it within five (5) working days from receipt to:

Bridge River Valley Community Association General Delivery Gold Bridge, BC V0K 1P0 Phone: 250-238-2534 Fax: 250-238-2532 Failure to return this form may result in no further communication regarding this RFP.

COMPANY ______

ADDRESS ______

CONTACT PERSON ______

PHONE NUMBER ______

FAX NUMBER ______

EMAIL ADDRESS ______

SIGNATURE ______

TITLE ______

DATE ______

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Appendix B

BRIDGE RIVER VALLEY COMMUNITY ASSOCIATION Request for Proposal

CONSULTING SERVICES AGREEMENT

THIS AGREEMENT dated for reference ______, 201__ is BETWEEN:

BRIDGE RIVER VALLEY COMMUNITY ASSOCIATION, a not for profit society duly incorporated under the laws of British Columbia and having an office at 104 Haylmore Avenue , Gold Bridge, BC, V0K 1P0 ("BRVCA")

AND:

______, having an addr ess of ______, ______, British Columbia, V______

("Consultant")

GIVEN THAT the BRVCA wishes to engage the Consultant to provide ______services to undertake a scope of work consisting of ______, and the Consultant wishes to provide such services to the BRVCA in accordance with the terms and conditions of this agreement;

This agreement is evidence that in consideration of payment of $1.00 by the BRVCA to the Consultant (the receipt and sufficiency the Consultant acknowledges) and in consideration of the promises exchanged below, the BRVCA and the Consultant agree with each other as follows:

Definitions In this agreement, in addition to the words defined above, a) "Terms of Reference" means the terms of reference for performance of the Services attached as Schedule “A”; and b) "Services" means the acts, services and work described in the Terms of Reference and all acts, services and work necessary to achieve the objectives set out in the Terms of Reference.

Services to be Performed by the Consultant The Consultant agrees to perform the Services during the Term, in accordance with the Terms of Reference, on the terms and conditions of this agreement. Term The term of this agreement commences on ______, 201_ and ends on the earlier of the completion of the Services or ______, 201__ (the “Term”), unless terminated earlier in accordance with this agreement.

Warranty as to Quality of Services The Consultant represents and warrants to the BRVCA that:

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a) The Consultant and i ts employees, contractors and representatives have the education, training, skill, experience and resources necessary to perform the Services; b) The Services will be performed in accordance with all applicable enactments and laws and in compliance with all relevant codes, rules, regulations and standards of any relevant professional or industry organization or association; c) The persons as noted in the Terms of Reference will perform the Services under this agreement, and the Consultant acknowledges and agrees that the BRVCA has entered into this agreement relying on the representations and warranties in this section.

Remuneration and Reimbursement The BRVCA must pay the Consultant for the Services in the amount provided in section ____ of the Terms of Reference in accordance with this agreement.

Invoices Not more than once each month, the Consultant may deliver an invoice to the BRVCA, in respect of the immediately preceding month, setting out the aggregate amount of fees and disbursements claimed for Services performed in that preceding month. Payment by the BRVCA The BRVCA must, to the extent it is satisfied the fees and disbursements are for Services reasonably and necessarily performed by the Consultant and subject to section 8 and subject to any right of set-off that the BRVCA may have, pay the Consultant the fees and disbursements claimed in the invoice delivered in accordance with section 0, within 30 days after delivery of the invoice to the BRVCA.

Completion of Services The Consultant expressly acknowledges and agrees that the Services must be completed on or before the end of the Term, failing which and subject to section 9, the BRVCA may, at its sole discretion, retain and set off up to five percent (5%) of the total fees payable to the Consultant for the Services as liquidated damages. The right of the BRVCA in section 8 will not apply to the extent the Consultant fails to complete the Services on or before the end of the Term due to circumstances beyond the reasonable control of the Consultant, which circumstances include labour strike, acts of God or a failure by the BRVCA to provide materials required under this agreement (each, an “Event of Delay”) and specifically do not include delays in materials, equipment or labour required to be provided by the Consultant, provided that the Consultant has notified the BRVCA within 24 hours of the occurrence of an Event of Delay, in which case the BRVCA shall establish, in its sole discretion, a revised end date for completion of the Services.

Termination or Suspension at the Discretion of the BRVCA Despite any other section of this agreement, the BRVCA may, in its sole discretion, terminate or suspend all or any part of the Services by giving the Consultant notice of termination or suspension, as the case may be, with such effective date of termination or suspension so noted thereon. If the BRVCA terminates or suspends all or part of the Services under this section, then the Consultant is entitled to deliver an invoice to the BRVCA for the period between the end of the month for which the last invoice was delivered by the Consultant under section 6 and the effective date of termination or suspension. The BRVCA must, to the extent that it is satisfied the fees and disbursements are for Services reasonably and necessarily performed by the Consultant and subject to any right of set-off that the BRVCA may have, pay 9

the Consultant the fees and disbursements claimed in such invoice, within 30 days after delivery of such invoice to the BRVCA. The Consultant is not entitled to, and irrevocably waives and releases, damages or compensation for costs incurred, loss of profit, or loss of opportunity, directly or indirectly arising out of termination or suspension of all or any part of the Services. Termination for Breach Despite any other section of this agreement, the BRVCA may terminate all or any of part of the Services, by giving notice of termination to the Consultant, which is effective upon delivery of the notice, if the Consultant: a) Is in breach of this agreement and within 5 days of receiving notice of such breach from the BRVCA, the Consultant has not cured the breach or is not, to the satisfaction of the BRVCA in its sole discretion, diligently pursuing a cure for the breach; or b) Becomes bankrupt or insolvent, a receiving order is made against the Consultant, an assignment is made for the benefit of the Consultant’s creditors, an order is made or resolution passed for the winding up or dissolution of the Consultant, or the Consultant takes the benefit of any enactment relating to bankrupt or insolvent debtors.

Without limiting any other right or remedy available to the BRVCA, if the BRVCA terminates all or any part of the Services under this section, the BRVCA may arrange, upon such terms and conditions and in such manner as it considers appropriate, for performance of any part of the Services remaining to be completed, and the Consultant is liable to the BRVCA for any expenses reasonably and necessarily incurred by the BRVCA in engaging the services of another person to perform those Services. The BRVCA may set off against, and withhold from amounts due to the Consultant such amounts as the BRVCA determines, acting reasonably, are necessary to compensate and reimburse the BRVCA for the expenses described in this section.

Confidential Information Except as required by law, the Consultant must not, during or after the Term, divulge or disclose any secret or confidential information, or any information that the Consultant receives in connection with this agreement which in good faith or good conservancy ought not be disclosed. Records The Consultant must: a) Keep proper accounts and r easonably detailed records of performance of the Services, including invoices, receipts and vouchers, which must at all reasonable times be open to audit and inspection by the BRVCA, which may make copies and take extracts from the accounts and records; b) Afford facilities and ac cess to accounts and records for audit and inspection by the BRVCA and must furnish the BRVCA with such information as the BRVCA may from time to time require regarding those documents; and c) Preserve and keep available for audit and inspection, all records described in subsections 13a) and (b) for at least two years after completion of the Services or termination of this agreement, whichever applies. Delivery of Records If the BRVCA terminates all or part of the Services under this agreement, the Consultant must immediately deliver to the BRVCA, without request, all Services-related documents in the Consultant's possession or under its control. 10

Ownership of Intellectual Property By this section, the Consultant irrevocably grants to the BRVCA the unrestricted licence for the BRVCA to use all technical information and intellectual property, including inventions, conceived or developed, or first actually reduced to practice, in performing the Services. The Consultant agrees that the licence granted by this section includes the right for the BRVCA, at any time, to adapt, use and modify all such technical information and intellectual property for the BRVCA’s uses set out above.

Agreement for Services This is an agreement for the performance of services and the Consultant is engaged under the agreement as an independent contractor for the sole purpose of providing the Services. Except as is otherwise expressly prescribed in this agreement, neither the Consultant nor any of its employees, contractors and representatives is engaged by the BRVCA as an employee or agent of the BRVCA. The Consultant is solely responsible for any and all remuneration and benefits payable to its employees, contractors and representatives, and all payments or deductions required to be made by any enactment, including those required for Canada Pension Plan, employment insurance, workers' compensation and income tax. This agreement does not create a joint venture or partnership, and the Consultant has no authority to represent or bind the BRVCA in any way. Release and Indemnification Except to the extent arising out of the negligent acts or omissions of the BRVCA and its directors, officers, employees, agents, contractors, successors and assigns, as determined by a court of competent jurisdiction, the Consultant shall release, indemnify and save harmless the BRVCA and its directors, officers, employees, agents, contractors, successors and assigns from and against any and all liabilities, actions, damages, claims, losses, costs and expenses whatsoever (including, without limitation, the full amount of all legal fees and disbursements) in any way directly or indirectly arising out of or caused, in whole or in part, by the Consultant, its employees, agents, subcontractors or assigns in the performance of the Services herein, as determined by a court of competent jurisdiction. This release and indemnity shall survive the expiry or termination of this agreement.

Insurance The Consultant shall obtain and maintain throughout the Term a commercial general liability insurance policy providing coverage for death, bodily injury, property loss and damage and all other losses arising out of or in connection with the provision of the Services in an amount not less than $2,000,000 per occurrence. All policies of insurance required to be taken out by the Consultant shall: a) name the BRVCA as additional insured; b) include that the BRVCA is protected notwithstanding any act, neglect or misrepresentation by the Consultant which might otherwise result in the avoidance of a claim and that such policies are not affected or invalidated by any act, omission or negligence of any third party which is not within the knowledge or control of the insureds; c) be issued by an insurance company entitled to carry on the business of insurance under the laws of British Columbia; d) be primary and non-contributing with respect to any policies carried by the BRVCA and shall provide that any coverage carried by the BRVCA is excess coverage;

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e) not be c ancelled or materially changed without the insurer providing the BRVCA with at least thirty (30) days written notice stating when such cancellation or change is to be effective; f) be maintained for a period of 12 months per occurrence; g) include a deductible not greater than $5,000 per occurrence; h) include a cross liability clause; and i) be on any other terms required by the BRVCA, acting reasonably.

Within five (5) days of signing this agreement, the Consultant shall deliver to the BRVCA a certificate of insurance confirming the placement and maintenance of the required insurance policies and thereafter as requested to do so from time to time by the BRVCA. If the Consultant’s insurance policy is due to expire or terminate before the end of the Term, the Consultant shall deliver a new certificate of insurance evidencing the new (or renewed) insurance policy not less than ten (10) days before the new insurance policy goes into effect. In the event that the Consultant fails to insure (or to renew) as required by this agreement, the BRVCA may in its sole discretion elect to obtain the required insurance policy in the name of and at the expense of the Consultant, in which case the Consultant shall promptly reimburse the BRVCA for all costs reasonably incurred in so doing. The BRVCA shall be entitled to set- off any costs owing to it against any amounts owing to the Consultant. However, for clarity, the BRVCA has no obligation whatsoever to obtain such or any insurance under this section.

Conflict of Interest The Consultant must not perform, for gain, any services for any person other than the BRVCA, or have an interest in any contract other than this agreement, if the BRVCA determines, acting reasonably, that performance of the services, or the Consultant's interest in the contract, creates a conflict of interest between the obligations of the Consultant to the BRVCA under this agreement and the obligations of the Consultant to the other person or between the obligations of the Consultant to the BRVCA under this agreement and the Consultant's pecuniary interest. Assignment of Agreement/Subcontracting of Services The Consultant must not assign this agreement (or any part thereof) or subcontract any or all of the Services to be performed under this agreement without the prior written consent of the BRVCA, such consent may be unreasonably withheld. The BRVCA may refuse its consent if, among other reasons, it is not satisfied that the proposed assignee or proposed subcontractor, as the case may be, has the education, training, skill, experience or corporate resources necessary to perform the Services. Any assignment or subcontract duly consented to by the BRVCA does not relieve the Consultant from any obligation already incurred or accrued under this agreement or impose any liability upon the BRVCA. Time of the Essence Time is of the essence of this agreement.

Severance If any term or provision of this agreement is illegal or invalid for any reason whatsoever as determined by a competent court of law, such term or provision shall be severable and the same shall not affect the validity of the remainder of this agreement

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Notice Any notice, direction, demand, approval, certificate or waiver which may be or is required to be given under this agreement must be in writing and delivered personally or by courier or sent by fax or e-mail, addressed as follows:

a) To the BRVCA:

Bridge River Valley Community Association General Delivery Gold Bridge, BC V0K 1P0 Fax Number: (250) 238-2532

E-mail Address: ______Attention: ______

b) To the Consultant:

______Fax Number: ______E-mail Address: ______Attention: ______or to such other address, e-mail address or fax number of which notice has been given as provided in this section. Any notice, direction, demand, approval or waiver delivered is to be considered given on the next business day after it is dispatched for delivery. Any notice, direction, demand, approval or waiver sent by fax or e-mail is to be considered given on the day it is sent, if that day is a business day and if that day is not a business day, it is to be considered given on the next business day after the date it is sent.

Interpretation and Governing Law In this agreement, a) Reference to the singular includes a reference to the plural, and vice versa, unless the context requires otherwise; b) Reference to a particular numbered section or Schedule is a reference to the correspondingly numbered section or Schedule of this agreement; c) The word "enactment" has the meaning given to it in the Interpretation Act (British Columbia) on the reference date of this agreement; d) Reference to any enactment is a reference to that enactment as amended, unless otherwise expressly provided; e) Reference to a month is a reference to a calendar month; and f) Section headings have been inserted for ease of reference only and are not to be used in interpreting this agreement.

This agreement is governed by, and is to be interpreted according to, the laws of British Columbia.

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Binding on Successors This agreement inures to the benefit of and is binding upon the parties and their respective executors, successors, trustees, administrators and receivers, despite any rule of law or equity to the contrary. Entire Agreement This agreement is the entire agreement between the parties and it terminates and supersedes all previous communications, representations, warranties, covenants and agreements, whether verbal or written, between the parties with respect to the subject matter of this agreement. Waiver Waiver of any breach by a party must be express and in writing to be binding on that party, and a waiver of a particular breach does not operate as a waiver any future breach, whether of a like or different character. As evidence of their agreement to be bound by the above terms and conditions of this agreement, the parties have executed this agreement below, on the respective dates written below.

BRIDGE RIVER VALLEY COMMUNITY ASSOCIATION by its authorized signatory:

First Name Surname, Title

[If Consultant is an individual, use the following:]

Signed, sealed and delivered ) in the presence of: ) ) ______) ______Signature of Witness ) Signature of Consultant ) ______) Address of Witness ) ) ______) Occupation of Witness )

[If the Consultant is a corporation, use the following:]

NAME OF CONSULTANT by its authorized signatory:

______Name, Position/Title

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