Travel Agency Services

Transcription

1 Simcoe Muskoka Catholic District School Board 46 Alliance Blvd. Barrie, ON L4M 5K3 Tel: (705) Fax: (705) Request for Proposal: Proposal No.: DK Schedule of Events: Release of Proposal: Tuesday October 5 th, 2016 Deadline for questions, errors or omissions from bidders: Monday October 17 th, 2016 Closing Date: Tuesday October 25 th, 2016 Closing Time: Before 2:00:00 pm ET Suzanne Olimer Signature of Authorized Official S.M.C.D.S.B.

2 TABLE OF CONTENTS 1. Introduction Purpose Background/Geography No Guarantee of Volume of Work or Exclusivity of Contract Cooperative Purchasing Type of Contract Agreement on Internal Trade Proposal Requirements General Information Proposal Format Evaluation of Proposals Stages of Proposal Evaluation Cumulative Score and Selection of Highest Scoring Proponent Terms and Conditions of the RFP Process Submission of Proposal Proponents shall bear their own costs Information in RFP only an Estimate Review of RFP Addenda Proposal Coordinator Fair and Open Process Withdrawal or Amendment of Proposal by the Proponent Clarification Negotiation, Notifications, Debriefing and Dispute Prohibited Communications, Confidential Information FIPPA Procurement Process Non-Binding Governing Law and Interpretation Agreement Terms and Conditions Agreement Amendments Severability Binding Agreement Dispute Resolution Process Settlement of Disputes General Information Force Majeure Indemnification Exclusivity AODA Conflict of Interest Confidentiality Termination of the Agreement Contract Specifications Scope of Work Qualifications Background Expectations of Provider Revenues, Commissions, Incentives and Gifts Appendix A Agreement to Abide Appendix B Acknowledgement Appendix C Proponent s References Appendix D Technical Response Appendix E Pricing 33

3 1. INTRODUCTION 1.1 Purpose The Simcoe Muskoka Catholic District School Board (SMCDSB or the Board) invites Proposals, from qualified, TICO registered travel agencies, to provide services to our Board. Services would include hotel room booking for sporting events, such as OFSAA, and occasionally flights to these events. Refer to Scope of Work (Section 5) for additional information. 1.2 Background/Geography The Board has 53 locations throughout Simcoe County, the District of Muskoka, and the Town of Parry Sound, covering a geographical area from Bracebridge, Huntsville and Parry Sound to the north, Bradford and Tottenham to the south, Collingwood in the west and Brechin in the east. There are approximately 22,000 students and 3400 staff members throughout the forty-two (42) elementary and nine (9) secondary schools and three (3) administrative offices. (Academic Services - located within an elementary school.) 1.3 No Guarantee of Volume of Work or Exclusivity of Contract SMCDSB makes no guarantee of the value or volume of work to be assigned to the selected Proponent. The award of this contract to the selected Proponent will not be an exclusive contract for the provision of the described deliverables. SMCDSB may contract with others for the same or similar deliverables to those described in this RFP or may obtain the same or similar deliverables internally. 1.4 Cooperative Purchasing The Proponent acknowledges that the Provincial Government of Ontario encourages cooperative procurement throughout the Broader Public Sector. Accordingly, a Proponent is requested to indicate on the Acknowledgment Form, Appendix B, whether such Proponent will extend the pricing, special pricing, percentages (if applicable) and terms and conditions of a Proponent s submission to this RFP to municipalities, towns, regions, agencies of the Government of Ontario and to other designated broader public sector organizations within the meaning of the Broader Public Sector Accountability Act of Ontario ( collectively BPS Organizations ), if such Proponent is the Successful Proponent. If the Successful Proponent agrees to this provision, a BPS Organization wishing to participate (a Participating BPS Organization ) may enter into an independent contract with the Successful Proponent for the purchase of the goods and/or services described herein based on the terms, conditions, scope of work, prices, special prices and percentages (if any) offered by the Successful Proponent to the participating Boards. It is specifically acknowledged and agreed to by the Successful Proponent that each Participating BPS Organization will be responsible for entering into and managing its own contract with the Successful Proponent, independent of all other contracts which may be entered into hereunder by a Participating BPS Organization, including the participating Boards. In addition, minor changes in terms and conditions may be negotiated by a Participating BPS Organization following an award made hereunder. While it is encouraged that a Proponent extend the terms, conditions, prices, special prices and percentages (if any) of a Proponent s submission to this RFP, to other BPS Organizations, whether a Proponent agrees to it or not will not be scored, evaluated, or otherwise taken into

4 consideration by the Board in determining the Successful Proponent. 1.5 Type of Contract It is SMCDSB s intention to conduct negotiations with the highest ranking Proponent(s) and to arrive at a common contract that will be used by the selected Proponent(s). The contract will be based on the terms and conditions and scope of work within the RFP document. 1.6 Agreement on Internal Trade Proponents should note that procurements falling within the scope of Chapter 5 of the Agreement of Internal Trade are subject to that chapter but that the rights and obligations of the parties shall be governed by the specific terms of each particular tender call. For further reference, refer to the Internal Trade Secretariat website at 2 PROPOSAL REQUIREMENTS 2.1 General Information SMCDSB is requesting that Proponents refrain from using binders for their proposal submission. The Proponent is strongly encouraged to make the submission as complete as possible, and provide information, which addresses all of the evaluation criteria. No assumptions will be made. SMCDSB shall NOT be responsible for the lack of inclusion of any documents, mandatory or other, in the proposal submission. Each proposal shall follow the format, order and content detail as outlined below. This enables SMCDSB to review and evaluate proposal submissions fairly. The entire content of the proposal should be submitted in a fixed form and the content of websites or other external documents referred to in the Proponent s proposal will not be considered to form part of its proposal. Only information requested will be evaluated. Use the space provide in Appendix D to submit your response. DO NOT attach any other pages or information unless specifically requested. Refer to Section 3.13 for page/font Definition. Failure to follow the required proposal format may result in a lower score. 2.2 Proposal Format SMCDSB is requiring the following key areas to be addressed in the proposal submission: Section 1 Mandatory Stage I Mandatory Requirements: 1. Appendix A Agreement to Abide by the Established Process 2. Appendix B - Acknowledgement 3. TICO registered. Must be in good standing.

5 2.2.2 Section 2 Technical Submission Stage II Each Proponent shall complete Appendix C, D and E. 1. Appendix C Proponent s References 2. Appendix D Technical Response* 3. Appendix E Pricing * Note: Appendix D requires the Proponents to provide a written response for each section. Use the form provided. Space has been allocated below each section to allow the Proponent to provide a written comprehensive response. The Proponent may expand this section to accommodate the written response. DO NOT attach any other information, other than what has been specifically requested, as an attachment. Any non-requested attachments will not be considered or evaluated. 2.3 Evaluation of Proposals SMCDSB may not necessarily accept the lowest proposal or any submitted proposal. SMCDSB reserves the right to reject any and all submitted proposals at any time without explanation. Proposals which are non-compliant with the requirements of this RFP, or which contain qualifications or restrictions, shall be disqualified and will not be considered further in the evaluation process Mandatory Requirements Compliance Submissions which are non-compliant with the Proposal requirements, or which contain qualifications or restrictions may be disqualified. The following bid infraction will result in immediate disqualification: Proposal submissions received late or delivered to an incorrect address. The following lack of documentation or circumstances will prevent the Proponent s submission from being considered during the evaluation process: In instances where SMCDSB provided documents are not submitted or are submitted without the signature of an authorized representative of the Proponent. This documentation includes the Agreement to Abide by Established Process form and the Acknowledgement form. If terms and conditions are presented in the submission that makes the offer noncompliant with SMCDSB s terms and conditions, scope of work etc. Should the travel provider not be TICO registered or is not in good standing with TICO Unsatisfactory Proposals Should SMCDSB not receive any compliant or satisfactory Proposals, SMCDSB reserves the right to proceed by way of negotiations with one or more Proponents, without being obligated to negotiate with all Proponents.

6 2.4 Stages of Proposal Evaluation Simcoe Muskoka Catholic District School Board SMCDSB will conduct the evaluation of Proposals in the following stages: Stage I Mandatory Requirements (Section 2.2.1) Stage II Written Technical Submission and Pricing (Section 2.2.2) Stage III Short-List and Interview (Section ) Evaluation Criteria Proposals will be assessed on the basis of information provided by the Proponent(s) at the time of submission as well as any additional information that may be gained, at the option of SMCDSB, through subsequent meetings and/or clarification session with the Proponent(s). For this Request for Proposal, if necessary, a short-list may be developed. Proposals will be assessed on the basis of information provided by the Proponent at the time of submission as well as any additional information that may be gained, at the option of SMCDSB, through subsequent meetings and/or negotiation sessions with the Proponent. The Proponent must be prepared, if requested, to present evidence of experience, ability, capacity and financial resources and reputation deemed necessary by SMCDSB in the performance of the contract. SMCDSB reserves the right to investigate a Proponent s claim or background at any time and in any manner deemed appropriate by SMCDSB. The Evaluation Committee, consisting of staff from the Secondary School Athletic Chairs, the Athletic Program Lead and Purchasing, as wells as any other SMCDSB employee as required, will be using the rating criteria shown below and will evaluate each compliant Proposal submission. Each evaluation criterion will be rated on a scale of 0-5 by the Evaluation Committee, based on the response of the Proponent in the submission package. The rating will be based on the following: 5 = Superior Response. A highly comprehensive, excellent response. In addition, the response may cover areas beyond the Submission Requirements that would prove both valuable and beneficial to SMCDSB. 4 = Good Response. A good response that demonstrates a clear, concise and thorough knowledge of the Requirements with no deficiencies noted. 3 = Satisfactory Response. A fair response that demonstrates the ability to address the Requirements and basic knowledge of the subject matter, with a slight deficiency. 2 = Limited Response. A limited response does not address all the Requirements and knowledge of the subject matter; does not meet the basic Requirements. 1 = Inadequate Response. An inadequate response containing little detail, structure or insufficient knowledge of the subject matter. 0 = Zero Response. No information has been provided. After the rating (1-5) has been arrived through evaluation, the figure is multiplied by the weighting points in the chart below. The weighting for each evaluation criterion is pre-determined and the applied percentage

7 represents the significance of that criterion in relation to all other criteria in the overall evaluation. Once all Mandatory Requirements have been met, the compliant proposals will move to Stage II of the review process. The following is the second stage (Stage II) of the evaluation. Criteria and Weighting for Stage II: Proposal Criteria Category Weighted Points Appendix D Technical Submission 100 Pricing (Appendix E) 50 TOTAL WEIGHTED POINTS Scoring for Pricing: Points will be assigned using the following formula: Weighted points X Lowest Bid Price = Points awarded Proponent s Bid Price For example, Weighted Points are 50 and if the lowest bid A is $2.00 and bid B is $4.00, bid A will receive 100% of the available 50 points, and bid B will receive 50 X $2 / $4 = 25 points. For this Request for Proposal, if necessary, a short-list may be developed. Proposals will be assessed on the basis of information provided by the Proponent at the time of submission as well as any additional information that may be gained, at the option of SMCDSB, through subsequent meetings and/or negotiation sessions with the Proponent. Stage II of the evaluation will be used to select a short list of Proponents to continue on in the evaluation process, if required. SMCDSB reserves the right to waive any further evaluation and to award at the completion of Stage II of the evaluation to the Proponent with the highest point total. Only the highest ranking Proponents shall be short-listed and shall move on to the next stage of the evaluation process, if required OR SMCDSB may award at the completion of Stage II Short-List and Interview Process (Stage III) SMCDSB reserves the right to interview the short-listed Proponents during the analysis of the Proposal(s). The interview will be scheduled at a time and place chosen by SMCDSB and all costs to attend the interview are the responsibility of the Proponent. The purpose of the interview would be to seek clarification of certain aspects of the Proposal and the results of the interview will become part of the evaluation process. For the interview portion of the evaluation, SMCDSB will be using the rating criteria shown below and will evaluate each Short-Listed Proponent only.

8 Interview Criteria and Weighting (Stage III): Simcoe Muskoka Catholic District School Board Criteria Category Weighted Points Presentation 20 Questions and Answers 30 TOTAL Cumulative Score and Selection of Highest Scoring Proponent At the conclusion of Stage III, all scores awarded for Stage II and Stage III, will be added and subject to satisfactory reference checks and any other due diligence SMCDSB wishes to undertake, and with the express and implied rights of SMCDSB, the highest scoring Proponent will be selected to enter into a Contract as provided within this RFP document. SMCDSB reserves the right to calculate the cumulative score rounded to one decimal place. Should SMCDSB not proceed with Stage III, the highest ranking Proponent(s) from Stage II will be selected for contract award Tie Score In the event of a tie score, SMCDSB shall consider the submission date and time as the deciding factor based on the order in which the submissions were received. The highest scoring Proposal will be the Proposal with the earliest received date and time. 3 TERMS AND CONDITIONS OF THE RFP PROCESS 3.1 Submission of Proposal SMCDSB is requesting that Proponents refrain from using binders for their proposal submission. Five (5) complete proposals are to be submitted. One (1) of the submitted proposals must be marked Original and have an original signature. In addition to the five (5) paper submissions, one (1) electronic copy (CD, DVD or USB flash drive) of the proposal shall be included. SMCDSB shall not accept or consider proposals transmitted by facsimile or sent by any other electronic means. Alterations of the original document will not be permitted under any circumstances. SMCDSB shall reject and return unopened, any proposal that is not received and stamped at the Reception Desk by closing date and time. The Reception Desk clock will be the judging instrument. It is the responsibility of the Proponent to ensure that the proposal is received at the SMCDSB Office and stamped by the specified date and time. Proposals delivered to an address other than as specified will not be considered.

9 Sealed proposals will be received at the Reception Desk of: Simcoe Muskoka Catholic District School Board 46 Alliance Blvd. Barrie, ON L4M 5K3 ATTN: RFP# DK before 2:00:00 p.m. on/or before Tuesday October 25th, 2016 Submit proposals with return company name, address, proposal name and number on the front of the envelope. Proposals must be submitted (typed or ink), on the forms provided, properly signed by an authorized agent of the Proponent. Proposals may be disqualified if incomplete, written in pencil or unsigned. The individual signing on behalf of the company must initial all erasure, over-writing or strikeouts. Signing the Agreement to Abide by the Established Process (Appendix A) and the Acknowledgement Form (Appendix B), will indicate an understanding and agreement to comply with the terms and conditions and other requirements as stated in this proposal and that any exceptions have been duly noted in the submission. 3.2 Proponents Shall Bear Their Own Costs The Proponent shall bear all costs associated with or incurred in the preparation and presentation of its proposal including, if applicable, costs incurred for interviews or demonstrations. 3.3 Information in RFP Only an Estimate SMCDSB makes no representation, warranty or guarantee as to the accuracy of the information contained in this RFP or issued by way of addenda. Any quantities shown or data contained in this RFP or provided by way of addenda are estimates only and are for the sole purpose of indicating to Proponents the general size of the work. It is the Proponent's responsibility to avail itself of all the necessary information to prepare a proposal in response to this RFP. 3.4 Review of RFP Proponents shall promptly examine all of the documents comprising this RFP and: (a) (b) shall report any errors, omissions or ambiguities; and may direct questions or seek additional information in writing by on or before the Proponent s Deadline for Questions to the Proposal Coordinator. All questions submitted by Proponents by to the Proposal Coordinator shall be deemed to be received once the has entered into the Proposal Coordinator s inbox. No such communications are to be directed to anyone other than the Proposal Coordinator. The SMCDSB is under no obligation to provide additional information but may do so at its sole discretion.

10 It is the responsibility of the Proponent to seek clarification from the Proposal Coordinator on any matter it considers to be unclear. SMCDSB shall not be responsible for any misunderstanding on the part of the Proponent concerning this RFP or its process. 3.5 Addenda If SMCDSB, for any reason, determines that it is necessary to provide additional information relating to this RFP, such information will be communicated to all Proponents by addenda. Each addendum shall form an integral part of this RFP. Such addenda may contain important information including significant changes to this RFP. Proponents are responsible for obtaining all addenda issued by SMCDSB. Proponents should confirm their receipt of all addenda by listing the addendum number in the space provided on the Acknowledgement Form (Appendix B). SMCDSB, without liability, cost or penalty may, at any time, up to seven (7) days, prior to the closing time, alter any details in this RFP, or cancel this RFP. In the event that this Request for Proposal is amended via addendum, the remainder of the document shall remain unchanged. All addenda shall be posted on the Biddingo.com and on the Board s website at Post-Deadline Addenda and Extension of Initial Submission Date If any addendum is issued after the Deadline for Issuing Addenda, SMCDSB will extend the Initial Submission Date for a reasonable amount of time Amending Proposals Following Final Submission Date In the event that SMCDSB determines that it is necessary to provide Proponents with additional information relating to this RFP following the closing date, such information will be communicated by addenda to all Proponents who submitted proposals satisfying the mandatory proposal content requirements. All such addenda will be prescriptive and Proponents will be expected to amend only those portions of their proposals as specifically instructed, and to submit their amended proposals in the manner and within the timeframe specified. Any amendments that are not in accordance with the instructions accompanying the addenda will be set aside and will not be evaluated. 3.6 Proposal Coordinator Proponents who wish to obtain further information or clarification about the proposal and the process must submit their questions by or facsimile on or before date indicated on front page to: Donna Kasper Procurement Officer Simcoe Muskoka Catholic District School Board 46 Alliance Blvd Barrie, ON L4M 5K3 Facsimile # (705) Address: dkasper@smcdsb.on.ca

11 3.6.1 Communication during the Process Simcoe Muskoka Catholic District School Board All questions must be in writing to the Proposal Coordinator and can be made by fax or . The Proposal Coordinator reserves the right to distribute any or all significant questions and answers to all other Proponents, by way of an addendum Blackout Period The Blackout Period will begin after the closing date and time of the proposal submission. Proponent(s) shall not attempt to make contact with SMCDSB during this time regarding this proposal, unless SMCDSB has initiated the contact. Failure to comply may result in disqualification of the Proponent s submission. 3.7 Fair and Open Process It is vital that the process be seen to be, open and fair, and that each Proponent is treated equally. No Proponent can be seen to be deriving, intentionally or otherwise, any advantage or information which is not equally available to all Proponents, whether from authorized or unauthorized SMCDSB staff, and as a result of special contacts or personal relationships. Proponents will include the Agreement To Abide By The Established Process form (Appendix A) in their proposal submission. The Agreement to Abide by the Established Process form (Appendix A) must be signed and returned as part of the proposal submission. Failure to comply with the Agreement to Abide by Established Process through the entire process will be grounds for immediate disqualification. 3.8 Withdrawal or Amendment of Proposal by the Proponent A Proponent who submits a proposal to SMCDSB may: Withdraw their proposal only by giving written notice (signed by an authorized representative) to the Proposal Coordinator before the closing date and time, that the Proponent is withdrawing their proposal. Amend their proposal only by submitting an amended proposal in a sealed envelope to SMCDSB before the closing date and time. The last proposal received by SMCDSB before the closing date and time shall supersede and invalidate any proposal previously submitted by the Proponent. SMCDSB is under no obligation to return withdrawn proposals. 3.9 Clarification SMCDSB reserves the right to seek clarification from Proponents after the Proposal Submission Deadline either in writing, via , or in person to clarify or verify details of the Stage II written information of the Proposal to allow for a comprehensive assessment of the Proposal. The response received by SMCDSB from a Proponent shall, if accepted by SMCDSB, form an integral part of that Proponent's Proposal. SMCDSB reserves the right to meet with any or all Proponents to obtain clarification of their Proposals. In the event that SMCDSB receives information at any stage of the evaluation process which results in earlier information provided by the Proponent being deemed by SMCDSB to be inaccurate, incomplete or misleading, SMCDSB reserves the right to revisit the Proponent s compliance with the mandatory requirements and/or adjust the scoring of Stage II Written Information. Responses received during clarification cannot be used to supplement or enhance the Proponent s response.

12 3.10 Negotiation, Notifications, Debriefing, and Dispute Selection of Top Ranked Proponent Subject to satisfactory reference checks and any other due diligence SMCDSB wishes to undertake, and with the express and implied rights of SMCDSB, the highest scoring Proponent(s) will be selected to enter into a Contract as provided within this RFP. The selected Proponent(s), if any, shall be notified by SMCDSB regarding the award of the contract, in whole or in part, by way of an award letter. SMCDSB reserves the right to immediately remove from eligibility to submit proposals or bids for an indeterminate period, any Proponent, who in the opinion of SMCDSB, fails to accept the contract as awarded within five (5) business days, or any Proponent for unsatisfactory performance of the contract Due Diligence SMCDSB may, in its sole discretion, verify any statement or claim contained in the Proposal or made subsequently in any site visit or communication with SMCDSB. That verification may be made by whatever means SMCDSB deems appropriate and may include (without limitation): a) contacting any person identified in the Proposal; b) site visits; c) requests for clarification; and, d) third party verification. This will be used to provide assurance to SMCDSB of the Proponent s ability to provide the Services of the Contract and will provide evidence that the solution and processes described by the Proponent are in current practice. Misrepresentation of any requirement may result in immediate disqualification. Should SMCDSB choose to carry out any verification; SMCDSB is under no obligation to inform the Proponent that it is doing so or of the nature of the information being sought. In submitting a Proposal, the Proponent consents to SMCDSB s verification in accordance with this subsection. SMCDSB is not obliged to verify any aspect of a Proposal or other communications or statements by a Proponent, including (without limitation to) any ambiguity in a Proposal or in a statement made by the Proponent in a site visit Debriefing Proponents may request a debriefing after receipt of a notification of award. All requests must be in writing to the Proposal Coordinator and must be made within thirty (30) days of notification of award. The intent of the debriefing information session is to aid the Proponent in presenting a better proposal in subsequent procurement opportunities. Any debriefing provided is not for the purpose of providing an opportunity to challenge the procurement process Dispute In the event that a Proponent wishes to review the decision of SMCDSB in respect of any material aspect of the RFP process, the Proponent shall submit a protest in writing to SMCDSB

13 within ten (10) business days from the date of posting of a contract award notification in respect of the RFP. Any protest in writing that is not timely received will not be considered and the Proponent will be so notified in writing. A protest in writing shall include the following: 1. A specific identification of the provision and/or procurement procedure that is alleged to have been breached; 2. A specific description of each act alleged to have breached the procurement process; 3. A precise statement of the relevant facts; 4. An identification of the issues to be resolved; 5. The Proponent s arguments and supporting documentation; and 6. The Proponent s requested remedy. For the purpose of a protest under this RFP, the Associate Director of Education (Business & Finance) from SMCDSB will review and address any bid protest in a timely and appropriate manner Prohibited Communications, Confidential Information FIPPA The Proponent shall not engage in any Conflict of Interest communications and should take note of the Conflict of Interest declaration set out in the Acknowledgment Form (Appendix B) Proponent Not to Communicate With Media A Proponent may not at any time directly or indirectly communicate with the media in relation to this RFP or any contract awarded pursuant to this RFP without first obtaining the written permission of SMCDSB Confidential Information of SMCDSB All information provided by or obtained from SMCDSB in any form in connection with this RFP either before or after the issuance of this RFP and including after award of the contract: (a) (b) (c) (d) is the sole property of SMCDSB and must be treated as confidential; is not to be used for any purpose other than replying to this RFP and the performance of any subsequent Contract; must not be disclosed without prior written authorization from SMCDSB; and shall be returned by the Proponents to SMCDSB immediately upon the request of SMCDSB Freedom of Information and Protection of Privacy Act The Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.f.31, as amended, applies to information provided to SMCDSB by a Proponent. A Proponent should identify any information in its proposal or any accompanying documentation supplied in confidence for which confidentiality is to be maintained by SMCDSB. The confidentiality of such information will be maintained by SMCDSB, except as otherwise required by law or by order of a court or tribunal.

14 Proponents are advised that their proposals will, as necessary, be disclosed on a confidential basis, to SMCDSB advisers retained for the purpose of evaluating or participating in the evaluation of their proposals. If a proponent has any questions about the collection and use of Personal Information pursuant to this RFP, questions are to be submitted to the SMCDSB Contact in accordance with Section Procurement Process Non-Binding No Contract until Execution of Written Agreement The RFP process is intended to identify prospective Proponents for the purposes of negotiating potential agreements. No legal relationship or obligation regarding the procurement of any good or service shall be created between the Proponent and SMCDSB by the RFP process until the successful negotiation and execution of a written agreement for the acquisition of such goods and/or services No Contract A The procurement process is not intended to create and shall not create a formal legally binding bidding process and shall instead be governed by the law applicable to direct commercial negotiations. For greater certainty and without limitation: a) the RFP shall not give rise to any Contract A based tendering law duties or any other legal obligations arising out of any process contract or collateral contract; and b) neither the Proponent nor the Board shall have the right to make claims against the other with respect to the award of a contract, failure to award a contract or failure to honour a response to the RFP Non-Binding Price Estimates While the pricing information provided in responses will be non-binding prior to the execution of a written agreement, such information will be assessed during the evaluation of the responses and ranking of the Proponent. Any inaccurate, misleading or incomplete information, including withdrawn or altered pricing, could adversely impact any such evaluation, ranking or contract award Disqualification for Misrepresentation SMCDSB may disqualify the Proponent or rescind a contract subsequently entered if the Proponent s response contains misrepresentations or any other inaccurate, misleading or incomplete information References and Past Performance SMCDSB s evaluation may include information provided by the Proponent s references and may also take into consideration the Proponent s past performance on previous contracts with SMCDSB Inappropriate Conduct SMCDSB may prohibit a supplier from participating in a procurement process based on past performance or based on inappropriate conduct in a prior procurement process and such

15 inappropriate conduct shall include but not be limited to: (a) the submission of quotations containing misrepresentations or any other inaccurate, misleading or incomplete information; (b) the refusal of the supplier to honour its pricing or other commitments made in its proposal; or (c) any other conduct constituting a Conflict of Interest Cancellation SMCDSB may cancel or amend the RFP process without liability at any time Governing Law and Interpretation Governing Law The terms and conditions in this RFP Process: (a) are included for greater certainty and intended to be interpreted broadly and separately (with no particular provision intended to limit the scope of any other provision); (b) are non-exhaustive (and shall not be construed as intending to limit the pre-existing rights of the parties to engage in pre-contractual discussions in accordance with the common law governing direct commercial negotiations); and (c) are to be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein Definitions a) Business Day means any working day, Monday to Friday inclusive, but excluding statutory and other holidays, namely: New Year's Day; Family Day; Good Friday; Easter Monday; Victoria Day; Canada Day; Civic Holiday; Labour Day; Thanksgiving Day; Remembrance Day; Christmas Eve Day, Christmas Day; Boxing Day and any other day which the SMCDSB has elected to be closed for business, between 8:30 am EST and 4:30 pm EST; b) Conflict of Interest means in relation to the RFP 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 SMCDSB s 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 RFP process (including but not limited to the lobbying of decision makers involved in the RFP process); or (iii) engaging in conduct that compromises or could be seen to compromise the integrity of the RFP process. c) SMCDSB : Simcoe Muskoka Catholic District School Board d) SMCDSB Contact means: Donna Kasper Facsimile No.: dkasper@smcdsb.on.ca e) Page means one (1) 8 ½ X 11 single sided. Font size shall be 11 or larger. f) Traveller(s) or traveler(s) - means student(s) and any Board staff (teachers, principals chaperones, etc.)

16 g) Trip Organizer - means Board staff that are coordinating the travel on behalf of the student(s). h) The Board or Board means Simcoe Muskoka Catholic District School Board 4. Agreement Terms and Conditions 4.1 Agreement The parties acknowledge and agree that, in the event of any inconsistencies between the provisions of any other subsequent agreements and these documents, the provisions of the Proposal and the response will govern and supersede the subsequent agreements. The parties agree that the Proposal, the response, and any other subsequent agreements represent the complete and exclusive agreement between the parties, and supersede all prior agreements, negotiations, discussions or understandings between them in any way. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, will form a part or have any legal affect whatsoever unless written, agreed and signed by both parties. 4.2 Amendments If, at any time during the Agreement, the parties consider it necessary to make any amendment or alteration to the Agreement, the change will be made in writing, signed by both parties and will become part of the Agreement. SMCDSB at its sole discretion also reserves the right at any time to renegotiate pricing with the selected Proponent for reasons that include but are not limited to: changes to SMCDSB s requirements, changes to governing laws, bylaws or codes. 4.3 Severability If any provision of the Agreement is found by any court to be invalid or unenforceable, that provision will be deemed severed from the Agreement and all other provisions will remain in force. 4.4 Binding Agreement These terms and conditions will be binding upon the successors of SMCDSB and any permitted successors of the selected Proponent, and all terms, conditions, warranties, assignments and indemnities will continue in force. 4.5 Dispute Resolution Process The parties agree that in the event of a dispute or alleged breach of the Agreement, they will first work together in good faith to resolve the matter internally by escalating it to higher levels of management, and then if necessary use mutually agreeable alternative dispute resolution prior to resorting to litigation. In the event that the parties fail to mutually agree within sixty (60) days after attempts at internal resolution and arbitration as noted below have failed, either party may resort to litigation.

17 4.6 Settlement of Disputes In the event of any dispute or claim arising between SMCDSB and the Proponent as to their respective rights and obligations under the contract, either party may give the other written notice of such dispute or claim. The notification of dispute or claim shall be made within fourteen (14) days of the dispute or cause of action arising. If the dispute or claim cannot be resolved through negotiation to the satisfaction of both parties, the parties may between themselves agree to submit the particular matter to arbitration in accordance with the laws of Ontario. If no agreement is made for arbitration, then either party may dispute to the appropriate judicial tribunal as the circumstances may require. 4.7 General Information Any provincial legislation or regulations pertaining to School Boards governance prevails over the terms and conditions of this Proposal. The selected Proponent(s) shall at its own cost comply with all laws governing by the laws of Ontario and Canada. This Proposal which is submitted by the Proponent without any connection, knowledge, comparison on figures or arrangements with any other person making a proposal for the same work, and is in all respects fair and without collusion or fraud. SMCDSB, without prejudice to this right, may request clarification where any Proponent s intent is unclear and may waive or request or amend where, in the opinion of SMCDSB there is a minor irregularity or omission in the information that is to be submitted to a required document. 4.8 Force Majeure Force majeure are causes beyond a party s control, which are not avoidable by the exercise of reasonable foresight. Neither party shall be responsible for any delay or failure to perform its obligations under this agreement by reason of force majeure. If either party is unable to perform any of its obligations in this contract by reason of force majeure, including fire or other casualty, strike, order of a public authority, Act of God, or other cause beyond the reasonable control of such party, then such party shall be excused from such performance of the contract for the duration of such cause. In the event such inability to perform shall continue longer than 30 days, either party may terminate this agreement without further liability by giving written notice to the other party. 4.9 Indemnification The Proponent shall indemnify and save harmless SMCDSB and SMCDSBs trustees, officers, independent contractors, subcontractors, agents, volunteers, successors, and assigns, of any and all losses, costs, damages including but not limited to, incidental, indirect, special and consequential damages, or any loss of use, revenue or profit by any person, organization or entity. Liabilities including but not limited to, any and all liability for damages to property and injury to persons (including death), judgments, claims, demands, causes of action, contracts, suits, actions or other proceedings of any kind. Any expenses including but not limited to, legal fees for solicitor which indemnified persons, entities or organizations or any of them, may suffer

18 or incur, howsoever caused, arising out of or in connection with, in any way related to or as a result of: Anything done or omitted to be done by the Proponent or the Proponent s personnel with respect to their obligations under the contract or otherwise in connection with this Proposal, including any breach by the Proponent of their obligations under this contract or any breach by the Proponent s representations, warranties and covenants set forth in the Proponent s proposal; and Any alleged infringement or infringement of any patent, copyright, trade mark, trade secret, or other intellectual or industrial property right or contractual right or obligation of any third party by reason of the purchase, use or possession of any of the services or deliverables under this contract Exclusivity SMCDSB does not relinquish total exclusivity. SMCDSB reserves the right to solicit services as required or deemed necessary by SMCDSB AODA The Proponent covenants and agrees to ensure that the goods and services provided hereunder are consistent with the Ontario Human Rights Code ( OHRC ), the Ontarians Disabilities Act, 2001 ( ODA ) and the Accessibility for Ontarians with Disabilities Act, 2005 ( AODA ) and their respective regulations in order to achieve accessibility for Ontarians with disabilities. Without limiting the generality of the foregoing, the Proponent covenants and agrees to comply with SMCDSB s accessibility standards, policies, practices and procedures, as same may be in effect during the term of the Agreement and apply to the goods and services to be provided hereunder by the Proponent Conflict of Interest The selected Proponent will declare to SMCDSB any actual, perceived or potential conflicts of interest. The selected Proponent acknowledges that the Proponent represents no member of elected Trustees and no officer or employee of SMCDSB. Also refer to Section 3.13 Governing Laws and Interpretations Conflict of Interest Education Act Section 217 The Proponent, by signing this contract confirms that they are not in violation of the Education Act S217 as follows: No teacher, supervisory officer or other employee of SMCDSB or of the Ministry shall, for compensation of any kind other than his or her salary as such employee, promote, offer for sale or sell, directly or indirectly, any book or other teaching or learning materials, equipment, furniture, stationery or other article to any SMCDSB member, provincial school or teachers' college, or to any pupil enrolled therein. No person or organization or agent thereof shall employ a teacher, supervisory officer or other employee of a SMCDSB member or of the Ministry to promote, offer for sale or sell, directly or indirectly, any book or other teaching or learning materials, equipment, furniture, stationery or other article to any SMCDSB member, provincial school or teachers' college, or to any pupil enrolled therein, or shall, directly or indirectly give or pay compensation to any such teacher, supervisory officer or employee for such purpose.

19 4.13 Confidentiality The selected Proponent(s) and its employees may have access to information confidential to SMCDSB. This information may include, but is not limited to, terms of this Agreement, business methods and systems, terms, pricing, personal information, etc. Subject to disclosure by force of law, the selected Proponent agrees that it and its employees who have access to this information will not reveal, either during the term of the Agreement or at any time thereafter, to any third party any of this confidential information or use in any way, either on the Proponent s behalf or on behalf of any third party, any such information. The parties acknowledge that unauthorized disclosure or use of confidential information could cause irreparable harm and significant injury to SMCDSB, and as such monetary damages may not be sufficient remedy for this breach. Accordingly, the parties agree that SMCDSB will have the right to seek and obtain specific performance and/or injunction relief to enforce the obligations of this Agreement in addition to any other rights and remedies it may have. All records, files, materials, computer programs, data and any other materials (property) belonging to SMCDSB that come into the possession or control of the selected Proponent will at all times remain the property of SMCDSB. Upon expiry or termination of this Agreement and upon written request, the selected Proponent will immediately deliver to SMCDSB all property of SMCDSB remaining in its possession or control. The obligations of this section survive the expiration or termination of this Agreement indefinitely Termination of the Agreement SMCDSB reserves the right to terminate the Agreement without cause prior to expiration with ninety (90) days written notice to the selected Proponent. SMCDSB reserves the right to terminate the Agreement with ninety (90) days written notice if: required by legislation; changes in code;; price changes offered to SMCDSB through the life of the Agreement are not acceptable, redundancy or any other valid reason as may arise during the term of the agreement. SMCDSB also reserves the right to terminate the entire Agreement in whole or in part or to remove a selected Proponent in the event that our requirements change, if bylaws, acts or other government legislation occur that are beyond control of SMCDSB, if the selected Proponent s performance is not in compliance with the terms of the Agreement, if there are negative changes in the selected Proponent s financial status, if dissolution, liquidation, insolvency, bankruptcy, restructuring, corporate takeovers, mergers, buy-outs or any other change in company ownership occurs, if changes in personnel reduces the level of performance and expertise and/or any other changes take place that would negatively impact the requirements and award criteria originally set out in the Proposal document and therefore place SMCDSB at increased risk. If SMCDSB terminates prior to expiration, SMCDSB will only be responsible for costs incurred by the selected Proponent in connection with the Agreement up to the termination date. Upon termination, the selected Proponent will within ninety (90) days return everything produced to date in attempting to carry out the work, and will return everything given to it by SMCDSB. The notice of termination will be given in writing by personal delivery, fax, or ordinary prepaid mail, sent to the address of record.

20 4.15 Contract Specifications Term of Contract Simcoe Muskoka Catholic District School Board The contract arising from this Request for Proposal will require the selected Proponent to enter into an initial Contract period that will be effective from contract award (approximately November 15, 2016) to August 31st, SMCDSB has the option to extend this contract for an additional two (2) years, at one (1) year intervals. The extension of the contract will be subject to pre-approval pending evaluation of any pre-submitted price increases and vendor performance. Where the contract is extended and/or market conditions warrant SMCDSB reserves the right to negotiate with the selected Proponent for adjustments in prices. If SMCDSB and Proponent cannot agree on a new price, the Board shall have the right to terminate the item(s) or contract without further obligation Quantity Any and all quantities listed throughout the RFP are based on estimates and are furnished without any liability to SMCDSB Pricing Prices must be in Canadian dollars Invoicing and Electronic Fund Transfer (EFT) If a purchase order is issued, the selected Proponent(s) must submit invoices directly to the Board. The Board shall be provided with the necessary banking information to enable electronic fund transfers for the payment of goods/services. If a purchase order is not issued, the payment will be the responsibility of the school and invoices should be sent directly to the school. The school may issue a cheque or pay using a P-card Assignment/Subcontracting The selected Proponent agrees not to assign or sub-contract any of the work or obligations required hereunder unless the Proponent obtains the written consent of SMCDSB, which consent may be withheld for good cause Insurance - Commercial Liability and Professional Liability a) Each Proponent must provide proof of insurance with the RFP submission, for the term of the Agreement, that upon the award of this Agreement the selected Proponent(s) will be covered by Commercial Liability Insurance with coverage limits of $2,000, per occurrence for liability arising at law for damages caused by reason of bodily injury (including death) or damage to property by employees or sub-contractors. If the Proponent does not presently have $2,000, per occurrence of Commercial Liability Insurance coverage, the Proponent should provide a written assurance from his