TORONTO TRANSIT COMMISSION REQUEST FOR BIDS FOR THE SALE AND REMOVAL OF SCRAP METALS BID NO.: Z06BT12149

Transcription

1 TORONTO TRANSIT COMMISSION REQUEST FOR BIDS FOR THE SALE AND REMOVAL OF SCRAP METALS BID NO.: Z06BT12149

2 Toronto Transit Commission Request For Bids MASTER INDEX REQUEST FOR BIDS INDEX DOCUMENT INSTRUCTIONS TO BIDDERS DOCUMENT IRREVOCABLE LETTER OF CREDIT DOCUMENT BID FORM DOCUMENT GENERAL CONDITIONS DIVISION 1 - SPECIFICATIONS

3 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS INDEX Section Title Page 1 BID SUBMISSION BID RESULTS BID INQUIRIES LOBBYING ADDENDA PRICING SUBMISSION REQUIREMENTS SUPPLEMENTARY INFORMATION SELECTION OF BIDDER EXCEPTIONS OR QUALIFICATIONS WITHDRAWAL OF BIDS ACCEPTANCE OF BIDS MUNICIPAL FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT WORK PERFORMANCE INVESTIGATION PRE-BID MEETING INSURANCE REQUIREMENTS CONTRACT SECURITY REQUIREMENTS... 6

4 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 1 BID NO.: Z06BT12149 TITLE : Request for Bids for the Sale and Removal of Scrap Metals 1 BID SUBMISSION The Bidder shall be responsible for ensuring it understands the Instructions to Bidders, Bid Form, General Conditions, applicable Specifications, and all other related documents which form this Request for Bids. The Bidder shall complete and submit the Bid Form to the Commission in an envelope with the label included as Appendix A affixed to the front of the envelope. Sealed Bids will be received by the Commission at the 1st Floor Reception Desk addressed to: ATTENTION: GENERAL SECRETARY 1900 Yonge Street Toronto, Ontario M4S 1Z2 Until 2:00 p.m. Toronto time on Thursday, October 18, Any Bid received late according to the Commission's clock will not be considered and will be returned to the respective Bidder. Any Bids received by Fax will not be considered, Bids shall be delivered to the Commission by hand delivery/courier. 2 BID RESULTS The Bids will not be publicly opened and until the time the Contract is awarded, only the names of the Bidders will be available on the Materials and Procurement website at (under Business with the TTC). Following the Contract award, the name(s) of the successful Bidder(s) along with award value(s) will be available at the same website. 3 BID INQUIRIES 4 LOBBYING All inquiries or requests for additional information regarding the Request for Bids shall be directed to David Marshall, Purchasing Manager, at (416) or Fax No.: (416) , or at david.marshall@ttc.ca.1 Anyone who Lobby s (as defined in the City of Toronto Municipal Code, Chapter 140) or is expected to Lobby a Member of the Commission (i.e. Commissioner), their staff, or any Commission officer or employee must comply with the requirements as set out in the City of Toronto Municipal Code, Chapter 140 Lobbying). For the purposes of Chapter 140 of the City of Toronto Municipal Code, the Commission is a local board (restricted definition). For

5 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 2 5 ADDENDA further information please see City of Toronto Web site at Failure to comply with the requirements of Chapter 140 of the City of Toronto Municipal Code, may, in the Commission s sole discretion, be considered in the evaluation of the Bidder s current or future tender/proposal submissions and award of the current or future contracts. The Commission reserves the right, at it sole discretion, to not award a contract to a Bidder who has failed to comply with the requirements of Chapter 140 of the City of Toronto Municipal Code..1 During the Bid period, any changes to the Request for Bid Documents will be made by the issue of an addendum. Addenda will be posted on the Commission s website (specifically p) for the Request for Bids that have been posted on the Commission s website. It is the Bidder s responsibility to monitor the Commission s website to ensure they have received all addenda issued up until the Request for Bids closing due date and time. Addenda will be transmitted by facsimile machine, or courier, or , to the Bidder, for those Request for Bids that have been issued by the Commission via facsimile machine, or courier, or . The Bidder shall note in the Bid Form, Document Section 7 RECEIPT OF ADDENDA, the numbers of the addenda that were received during the Bid period, to acknowledge that the contents of the addenda form a part of its Bid..2 Written addenda will be issued in the form of complete replacement pages which are to be inserted in the Bid Documents, discarding the replaced pages. Each affected page is marked at the bottom with the addendum number. Revisions for modified or added text are indicated by highlighting that text by the use of bold italicized attributes. If spillover to the next page occurs as a result of added text, the pages affected will be issued in the form of complete replacement pages and the latest addendum number will be marked on the bottom of the affected page(s). Revisions for deleting the text of an entire Section or Clause item or an entire paragraph are indicated by inserting the bracketed word (Deleted) in bold italicized attributes adjacent to the item number or at the beginning of the deleted paragraph. Deleted words in a sentence will be indicated by highlighting the entire revised sentence in bold italicized attributes and deleted sentences in a paragraph will be indicated by highlighting of the entire revised paragraph in bold italicized attributes. If a subsequent addendum affects a page that has previously been revised, the bold and italicizing attributes will be removed from the previously changed text and only the modified text of the latest addendum will be highlighted by the use of bold italicized attributes, and only the latest addendum number will be marked on the bottom of the affected page(s)..3 No oral interpretation, clarification or change shall modify any of the conditions of the Bid Documents.

6 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 3 6 PRICING Unless specifically shown to the contrary, Bid prices shall be considered firm in Canadian funds and inclusive of all applicable costs, allowances and profit in accordance with the Bid form. The F.O.B. point will be as specified in the Bid Form. The Commission reserves the right to award all or any portion of the Work as specified in the Bid Form. 7 SUBMISSION REQUIREMENTS.1 Mandatory Requirements - The following information must be submitted with the Bidders Bid: A signed copy of the Bid Form including: Bidder s name and address. A hard copy of the Price Schedule including Bid pricing. Acknowledge that any Addenda issued by the Commission form part of the Bidder s Bid. Signature of the Bidder 8 SUPPLEMENTARY INFORMATION In order to aid the Commission in determining the capability of a Bidder, a Bidder shall submit the following as noted below:.1 Subsequent to the closing date and time of this Request for Bids, within three (3) business days of a written request from the TTC, the Bidder shall furnish any requested supplementary information. Failure to provide the supplementary information, if requested, shall not affect the Bid s validity. However, the TTC reserves the right at its sole discretion, to rely on a Bidder s failure to supply supplementary information, if requested, in evaluating the Bids. The following supplementary information may be requested by the TTC:.1 A description of work the Bidder has recently completed, or is currently performing, that is of a similar size and nature to that which is listed in this Request for Bids, and a list of the Bidder s clients/customers for the same. Such a list shall include the name and telephone number of a contact involved in each listed reference..2 A history of the Bidder's firm detailing location(s), years in business, number of employees, etc.

7 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 4.3 A list of equipment owned by the Bidder, relevant to the removal of scrap metals described in this document. Evidence of the Bidder s ownership of said listed equipment..4 Evidence of the Bidder's federal and provincial tax registration numbers;.5 A certificate of incorporation as evidence that the Bidder is registered to do business in the Province of Ontario;.6 Details and location of storage/reclamation facilities and transportation methods to be utilized on this Contract;.2 The Bidder s submittal information should be structured (numbered) in accordance with the items listed above for ease of reference by the Commission. 9 SELECTION OF BIDDER Selection of a Bidder will be based on the Submission Requirements set out in Document Section 7 SUBMISSION REQUIREMENTS, the Supplementary Information as set out in Document Section 8 SUPPLEMENTARY INFORMATION, and the total offered price(s) as set out in the Bid Form. The Commission reserves the right, in its sole discretion, to award the Contract(s) only to Bidders that are metal processors and maintain their own reclamation facilities. Agents and other third party Bidder s may not be considered. 10 EXCEPTIONS OR QUALIFICATIONS Failure to comply with all the conditions of the Request for Bids or taking any exceptions to the conditions specified herein may render the Bid unacceptable. The Bidder shall be deemed to accept all terms and conditions of the Request for Bids unless explicitly excepted or qualified in the Bid, and the total offered price(s) set out in the Bid Form. 11 WITHDRAWAL OF BIDS No Bid may be withdrawn after the closing date and time for Bids, until expiration of the Bid validity period specified on the Bid Form. 12 ACCEPTANCE OF BIDS

8 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 5 The Commission is under no obligation to accept the highest or any Bid and reserves the right to award to other than the highest Bidder. The Commission reserves the right to cancel or withdraw the Request for Bids at any time prior to Notification of Award at no cost to the Commission. Each and every alteration or erasure made in the Bid shall be initialed by an authorized signatory of the Bidder. Any errors or inconsistencies in the Bid submission shall be subject to the interpretation of the Commission. 13 MUNICIPAL FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT A Bid submitted to the Commission shall become the property of the Commission and is therefore, subject to the provisions of the Municipal Freedom of Information and Protection of Privacy Act. Bidders are responsible for familiarizing themselves with the provisions of this Act. 14 WORK PERFORMANCE The Commission maintains a record of the performance of each Company in completing work for the Commission. This information is used to complete a Company Performance Review form which is forwarded for review to the respective Company during and/or upon completion of a Contract. A performance rating is established based on the overall performance history of a Company on Commission contracts and may considered as a factor in the evaluation of Bids in the award of this Contract. The Commission reserves the right to restrict a Company with an unsatisfactory work performance history from submitting Bids on Commission contracts and to reject any Bid submitted by same. 15 INVESTIGATION The Bidder shall inspect and evaluate the condition of the material or equipment prior to bidding. Failure to do so shall not in any way relieve the Bidder of the obligation to honour their offer. 16 PRE-BID MEETING A pre-bid meeting has been arranged for Friday, October 12, 2012 at 9:00 a.m. at the 1138 Bathurst Street, 2nd Floor, W.E.P. Duncan Building (the Materials and Procurement office). The Bidder is requested to confirm their attendance at the pre-bid meeting with Mr. David Marshall at (416) at least twenty-four (24) hours prior to the meeting. The Bidders are encouraged to have a representative present as no subsequent meetings will be arranged.

9 Toronto Transit Commission Document INSTRUCTIONS TO BIDDERS Page 6 17 INSURANCE REQUIREMENTS.1 The successful Bidder shall be required to comply with the requirements as specified in Document Section 7 - INSURANCE REQUIREMENTS, and provide the evidence of insurance as specified in Document Section 8 - EVIDENCE OF INSURANCE..2 In the event of default or failure to comply with the insurance requirements on the part of the Bidder, the Commission shall be at liberty to accept the next highest or any Bid, or to advertise for new Bids, or to have the Work executed in any other way it may deem best. The Bidder shall indemnify and save harmless the Commission from all loss, damage, cost, charges and expenses which it may suffer or be put to by reason of any such default or failure on the part of the Bidder. 18 CONTRACT SECURITY REQUIREMENTS.1 The successful Bidder (the Company) shall be required to provide Contract Security during the term of the Contract in accordance with the requirements of General Condition 22 (Document 00700). The successful Bidder must submit an executed Irrevocable Letter of Credit (Contract Security) on the Commission s form, which is included for reference as Document All costs for the irrevocable letter of credit shall be included in the total Bid price submitted for the Contract..2 In the event of default or failure to comply with the Contract Security requirements on the part of the Bidder, the Commission shall be at liberty to accept the next highest or any Bid, or to advertise for new Bids, or to have the Work executed in any other way it may deem best. The Bidder shall indemnify and save harmless the Commission from all loss, damage, cost, charges and expenses which it may suffer or be put to by reason of any such default or failure on the part of the Bidder.

10 Toronto Transit Commission Document IRREVOCABLE LETTER OF CREDIT (Contract Security) PAGE 1 Toronto Transit Commission THIS LETTER OF CREDIT Materials and Procurement WILL NOT BE IN FORCE 1138 Bathurst Street UNTIL (DATE)_ Toronto, Ontario M5R 3H2 Attention: Head Materials and Procurement Dear Sirs: We hereby authorize the Toronto Transit Commission to draw on the (Financial Institution), Toronto up to any aggregate amount of $ available by drafts at sight as follows: Pursuant to the request of our customer(s), (Company Name), we, hereby establish and give to you an Irrevocable Letter of Credit in your favour in the total amount of $ which may be drawn upon us by you and which demand we shall honour without enquiring whether you have the right as between yourself and our said customers to make such demand and without recognizing any claim of our said customers. Provided, however, that you are to deliver to the (Financial Institution), Toronto at such time as a written demand for payment is made upon us, your signed statement that the monies drawn pursuant to this Letter of Credit are pursuant to obligations related in your Contract with (Company Name). The amount of the Credit shall be reduced from time to time by notice in writing given to the undersigned by the Toronto Transit Commission. This Letter of Credit will continue up to and will expire on that date. This Letter of Credit shall be renewed from year to year on its anniversary date unless we give you notice in writing 30 days prior to the expiry date or an anniversary thereof. The drafts drawn under this Credit are to state on their face that they are drawn under the (Financial Institution), Toronto, Ontario, Letter of Credit No. dated. We hereby agree that drafts drawn in conformity with the terms and conditions of the Credit will be duly honoured on presentation. This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No Authorized Signature: Title: Countersigned: Title:

11 APPENDIX A PLEASE CUT-OUT AND AFFIX THIS ADDRESS LABEL TO THE ENVELOPE CONTAINING YOUR SUBMISSION. TO: BID TITLE: CLOSING: ATTENTION: TORONTO TRANSIT COMMISSION NO.: Z06BT12149 REQUEST FOR BIDS FOR THE SALE & REMOVAL OF SCRAP METALS 2:00 P.M. TORONTO TIME on THURSDAY, OCTOBER 18, 2012 GENERAL SECRETARY TORONTO TRANSIT COMMISSION 1900 YONGE STREET TORONTO, ONTARIO M4S 1Z2 NOTE: THE TORONTO TRANSIT COMMISSION CANNOT BE HELD RESPONSIBLE FOR DOCUMENTS SUBMITTED IN ENVELOPES THAT ARE NOT LABELLED IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT THE BUYER REFERENCED IN THE INSTRUCTIONS TO PROPONENTS.

12 Toronto Transit Commission Document BID FORM INDEX Section Title Page 1 DECLARATION OFFER EXCEPTIONS/QUALIFICATIONS INSURANCE REQUIREMENTS TERMS OF PAYMENT SUBMISSION REQUIREMENTS RECIEPT OF ADDENDA VALIDITY SIGNATURE... 3 PRICE SCHEDULE

13 Toronto Transit Commission Document BID FORM Page 1 Title Bid No. To : Request for Bids for the Sale and Removal of Scrap Metals for a One Year Period : Z06BT12149 : Toronto Transit Commission 1 DECLARATION We: (Name of Bidder) (Address) (Telephone Number Incl. Area Code and Fax Number) do hereby declare as follows: - That we have carefully examined the Instructions to Bidders, the General Conditions, applicable Specifications, all addenda, and all other related documents which form this Request for Bids, and do hereby accept the same as part and parcel of the Contract; - That the shareholders or partners of the above company are the only persons interested in this Bid, and no other person has any interest in this Bid, or in the Contract proposed to be taken; - That this Bid is made without any knowledge, comparison of figures, or arrangements with any other party or parties making a Bid for the same Work and is, in all respects, fair and made without collusion or fraud; - That no member of the City of Toronto Council or Commissioner of the Toronto Transit Commission, or any officer or employee of a municipal corporation of the Toronto area, or of the Toronto Transit Commission is or shall become interested, directly or indirectly, as a contracting party, partner or otherwise in, or in the performance of the Contract or business to which it relates, or in any portion of the profits thereof; - That we are in compliance with the City of Toronto Municipal Code, Chapter Lobbying.

14 Toronto Transit Commission Document BID FORM Page 2 2 OFFER We do hereby bid and offer to perform all (or any portion of) the Work as specified within the Request for Bids, for the unit and as applicable Total Prices as set out in the Bid Form price schedule in Canadian Funds which includes all costs. The prices shall remain valid for the duration of the Contract. 2.1 Price Schedule The attached Pricing Schedule must be completed. If H.S.T. is exempt, provide H.S.T. Exemption Number. The F.O.B. point shall be the TTC Property, as more particularly set out in Division 1 - Specifications, and the pricing shall be considered F.O.B. TTC property unless otherwise shown and in Canadian Funds, not subject to adjustment. 3 EXCEPTIONS/QUALIFICATIONS We agree to accept all terms and conditions of this Request for Bids unless explicitly excepted or qualified (if any indicate below). 4 INSURANCE REQUIREMENTS We hereby acknowledge and agree that should our Bid be accepted by the Commission, we shall; (a) (b) (c) Submit within ten (10) calendar days, the required Evidence of Insurance specified in Document Section 8 - EVIDENCE OF INSURANCE, in a form acceptable to the Commission; and Be responsible for making up any delay to the schedule resulting from our failure to provide acceptable documentation within the time specified; and Meet or exceed the liability limits requested and comply with all other aspects of Document Section 7 - INSURANCE REQUIREMENTS. 5 TERMS OF PAYMENT We agree that the Bid price is based upon the payment terms as stated in Document Section 9 TERMS OF PAYMENT.

15 Toronto Transit Commission Document BID FORM Page 3 6 SUBMISSION REQUIREMENTS We include the following information as requested in Document Section 7 SUBMISSION REQUIREMENTS: (Include attachments as required). We further agree to provide any additional information required in accordance with Document Section 8 SUPPLEMENTARY INFORMATION, if requested by the Commission subsequent to the Bid closing date and time. 7 RECEIPT OF ADDENDA We agree that this Bid incorporates addenda no. to inclusive as issued by the Commission during the Bid period. It is the Bidders responsibility to monitor the TTC website to ensure they have received all the addenda issued. 8 VALIDITY We agree that this Bid is valid for acceptance for a period of ninety (90) calendar days from the day of closing of Bids and that the Commission may at any time within the said period accept this Bid whether or not any other Bid has been previously accepted. 9 SIGNATURE Dated this... Day of (Signature)... (Print Name)... (Title) I/We have authority to bind the Corporation.

16 SALE AND REMOVAL OF SCRAP METALS BID NO. Z06BT12149 BID FORM - PRICE SCHEDULE GROUP 1 - METALS, FERROUS ITEM Mixed Contaminated Mixed Extremely Contaminated GROUP 2 - STEEL ITEM Subway Rail Subway Wheels Surface Rail Contaminated Manganese Rail Contaminated Brake Linings - Mixed Contam. GROUP 3 - ALLOYS, NON- FERROUS ITEM Aluminum/Stainless Steel Contaminated Copper/Brass Contaminated Copper Cable, covered with Rubber/Plastic - Contaminated EST. QTY. UOM UNIT COST EXTENDED COST 2,000 Tons $ Loads $0.00 SUB-TOTAL $0.00 HST $0.00 GROUP TOTAL $0.00 EST. QTY. UOM UNIT COST EXTENDED COST 300 Tons $ Tons $ Tons $ Tons $ Tons $0.00 SUB-TOTAL $0.00 HST $0.00 GROUP TOTAL $0.00 EST. QTY. UOM UNIT COST EXTENDED COST 50,000 Lbs. $ ,000 Lbs. $ ,000 Lbs. $0.00 SUB-TOTAL $0.00 HST $0.00 GROUP TOTAL $0.00 GROUP 4 - SHAVINGS ITEM Wheel Shavings (Wilson, McCowan & Russell) Note: Ton = short ton (2000 lbs) EST. QTY. UOM UNIT COST EXTENDED COST 6 Loads $0.00 SUB-TOTAL $0.00 HST $0.00 GROUP TOTAL $0.00 The Bidder may submit a Bid on all or any of the 4 Groups. A Bid must be submitted on each item listed within a given Group. The TTC reserves the right, in its sole discretion, to award a Contracts to more than one Bidder, and intends to award Contracts by Group. The EST. QTY. listed above, represents TTC's estimated yearly quantity.

17 Toronto Transit Commission Document GENERAL CONDITIONS INDEX Section Title Page 1 DEFINITIONS DOCUMENT ORDER OF PRECEDENCE LAWS TO BE OBSERVED ACKNOWLEDGEMENT OF AWARD LETTER COMMENCEMENT OF THE WORK INDEMNIFICATION INSURANCE REQUIREMENTS EVIDENCE OF INSURANCE TERMS OF PAYMENT PAYMENT AND CORRESPONDENCE AMENDMENTS SUSPENSION OR TERMINATION OF CONTRACT DEFAULT BY THE COMPANY TERMINATION FOR DEFAULT WORKERS' RIGHTS ASSIGNMENT FEDERAL TAX PROVINCE OF ONTARIO SALES TAX RECORDS AND AUDIT EQUIPMENT OR MATERIAL ON COMMISSION PROPERTY SUB-CONTRACTORS CONTRACT SECURITY... 7

18 Toronto Transit Commission Document GENERAL CONDITIONS Page 1 1 DEFINITIONS Wherever in the Contract Documents the following terms or pronouns in place thereof shall be interpreted as defined below: a) Commission or TTC - Toronto Transit Commission. b) Contract The undertaking by the Company and the TTC to perform their respective duties, responsibilities and obligations as set out in the Contract Documents. c) Company - The Bidder to whom the Commission has awarded the Contract, its successors or assignees. d) Contract Documents The TTC s award letter, and all subsequent amendments thereto, the Request for Bids and the Company's Bid. e) Notification of Award - The written notification by the Commission accepting the Bid of a Bidder for the Work. f) Site - The land or actual place designated by the Commission where the Work is to be carried out. g) Sub-contractor - The individual, firm, partnership or corporation to whom the Company sub-contracts any part of the Work. h) Bid - The written offer of a Bidder to perform the Work. j) Request for Bids - The Instructions to Bidders, General Conditions, Specifications, Bid Form, other related documents contained herein, and all addenda, as applicable. k) Work or Works - The whole or any part of the Work, matter or things required to be done under the Contract. l) F.O.B. - The point at which title to the material passes from the Commission to the Company, at which point is more particularly set out in the Specifications. The F.O.B. point does not relieve the Company of its responsibility to remove the material or equipment as set out in the Contract Documents. 2 DOCUMENT ORDER OF PRECEDENCE The Contract Documents shall consist of the Commission's Award Letter, the Commission's Request for Bids and the Company's bid and shall take precedence in the order in which they are named.

19 Toronto Transit Commission Document GENERAL CONDITIONS Page 2 3 LAWS TO BE OBSERVED The Company shall comply with the laws, statutes, regulations and by-laws of Canada, the Province of Ontario and Municipalities which are applicable in the performance of the Work. The Contract shall be governed and interpreted in all aspects with the laws of Ontario. 4 ACKNOWLEDGEMENT OF AWARD LETTER The Company shall acknowledge receipt of the Award Letter within fourteen (14) calendar days from the date of issue. Unless otherwise advised in writing, the Company shall be deemed to have accepted the Award Letter as written. 5 COMMENCEMENT OF THE WORK The Company may commence the Work upon receipt of written Notification of Award of the Contract issued by the Commission. However, the Company shall not begin the Work at the Site until acceptance by the Commission of the Company's Evidence of Insurance as specified in Document Section 8 - EVIDENCE OF INSURANCE, and the Commission s receipt and acceptance of the appropriate Contract Security as set out in Document Section 22 Contract Security. 6 INDEMNIFICATION The Company shall hereby assume the defense of, fully indemnify and hold harmless the Commission, its Engineer, consultants, agents and employees in respect of the amount of any claim, demand, loss, cost, expense (including reasonable legal expenses), action, suit, proceeding, liability, fine, penalty, interest, payment or damage by whomsoever (including, without limitation, the Commission) which is made, sustained, brought or prosecuted in any manner based upon, occasioned by or attributable to any breach of the Contract by the Company, or to any wilful misconduct, fault, or negligent act or omission of the Company or any person, agent, consultant, firm or corporation for whose acts the Company is liable at law (collectively referred to as "Claims"). Further, the Company shall pay any amount of Claims incurred by the Commission on account of any injuries, including death or damages, received or sustained by any persons or property and if it fails to do so, the Commission may pay such Claims and deduct the amount thereof from any monies due, or to become due, to the Company, or otherwise recover such amounts or any balance thereof from the Company. Notwithstanding anything to the contrary contained in the Contract, in no event shall either party be liable to the other party for any consequential damages, including, but not limited to, claims for loss of profit or reputation. 7 INSURANCE REQUIREMENTS Throughout the term of the Contract, the Company shall obtain and maintain at their own expense the following insurance in relation to the Work, any services required to be performed by the Company under the Contract Documents, or otherwise, each such

20 Toronto Transit Commission Document GENERAL CONDITIONS Page 6 15 WORKERS' RIGHTS The Company shall not discriminate against workers or applicants for employment as workers because of race, creed, colour, national origin, political or religious affiliation, sex, sexual orientation, age, marital status, family relationship or disability. 16 ASSIGNMENT The Company shall not assign the Contract or any portion thereof without the prior written consent of the Commission which consent can be withheld for any reason at the sole discretion of the Commission. 17 FEDERAL TAX The Contract price shall be inclusive of all applicable federal tax in force or announced, prior to the Bid closing, even if the effective date is subsequent to the Bid closing. If a change in sales tax payable is announced subsequent to the Bid closing, any change in tax payable resulting therefrom shall be the responsibility of the Company. 18 PROVINCE OF ONTARIO SALES TAX The Contract price shall be inclusive of all applicable taxes under the Retail Sales Tax Act either in force or announced prior to the Bid closing, even if the effective date is subsequent to the Bid closing. If a change in tax payable is announced subsequent to the Bid closing, any change in tax payable resulting therefrom shall be the responsibility of the Company. 19 RECORDS AND AUDIT The Company shall keep at its principal office in Toronto, or closest location thereto if no office exists in Toronto, for at least two years after each contract such books and records relative to matters arising out of this Contract as the Commission shall required and such books and records shall be kept separate and apart from the books and records dealing with any other business engaged in by the Company. The Company shall make such periodic reports as may be required by the Commission. The Commission or duly authorized representative will have the right to verify any statements, accounts or calculations made by the Company or required to be made by the Company by an examination of all books, records and memorandum of the Company and by examination under oath of the accountant of the Company or a duly authorized officer having charge of the Company's books, records and memoranda. The Commission may further cause a complete audit to be made of the Company's entire business affairs and records relating to the calculation of any amounts owing to the Commission or payable by the Commission.

21 Toronto Transit Commission Document GENERAL CONDITIONS Page 3 policy to be issued by an insurance company licensed to carry on the business of issuing such policies in Ontario, and possessing a Best s Financial Strength Rating of at least B+..1 Comprehensive General Liability Insurance Which shall include, but not be limited to: 1. Contractual liability coverage for liability assumed under GC6 INDEMNIFICATION; 2. Contingent employer s liability coverage, for any claims that might be brought against the Commission by any employee of the Company; 3. Owner s and Contractor s protective coverage for all subcontracted operations; 4. Non-owned automobile liability; and 5. Cross liability and severability of interests clause. Such insurance shall provide a combined single limit of not less than One Million Dollars ($1,000,000) for any one occurrence or accident for all claims arising out of bodily injury including death and damage to the property of others. Such liability insurance shall contain no exclusions in conflict with the character of the work required to be performed under the Contract and shall include the Commission as additional insured..2 Automobile Liability Insurance Automobile liability insurance with a limit of not less than One Million Dollars ($1,000,000) inclusive for any one accident or occurrence and shall insure against claims for bodily injury, including death, and for property damage arising out of the use of any vehicle owned, leased or operated by or on behalf of the Contractor in the performance of the work. 8 EVIDENCE OF INSURANCE.1 Within ten (10) calendar days of request by the Commission, the Company shall provide the Commission with certificates of insurance originally signed by the insurer or its authorized representative..2 At the expiry date of the policy, the Company shall provide to the Commission signed certificates of insurance evidencing renewals or replacements prior to the expiration date of the original policies, without notice or request by the Commission..3 Each policy shall be endorsed with an undertaking from the insurance company that such insurance will not be cancelled or reduced in coverage without thirty (30) days prior written notice by registered mail to the Commission..4 With the exception of automobile liability, each policy shall include an endorsement under which the insurer waives any right of subrogation it may have against the Commission and its directors, officers, employees and agents.

22 Toronto Transit Commission Document GENERAL CONDITIONS Page 4.5 Should the Commission be of the opinion that the insurance taken by the Company is inadequate in any respect for any reason whatsoever, it shall forthwith advise the Company of such opinion and the reasons therefore and the Company shall forthwith take out insurance of a character satisfactory to the Commission..6 The taking out of the insurance as aforesaid shall not relieve the Company of any of its obligations under the Contract. 9 TERMS OF PAYMENT Payment shall be in Canadian Funds, and inclusive of all applicable costs, allowances and government sales taxes in force at the time of payment. Payment shall be in the form of a certified cheque made payable to the Toronto Transit Commission and shall be delivered by the Company to the Commission within 4 business days of the Commission providing an invoice to the Company for Work that has been performed under the Contract. The Commission s Representative may, from time to time, waive the condition that the cheque be certified, and will do so in writing and in their sole discretion. At any time during the Contract the Commission s Representative, at their sole discretion, may provide notice to the Company, in writing, such a waiver is rescinded and require a certified cheque. 10 PAYMENT AND CORRESPONDENCE a) Certified cheque and all communications and correspondence shall be submitted to: Toronto Transit Commission Materials and Procurement Department 1138 Bathurst Street Toronto, Ontario M5R 3H2 Attention: (To be named) Surplus Assets Administrator 11 AMENDMENTS No amendment to the Contract shall be binding upon the Commission unless it is in writing and is signed by a duly authorized representative of the Commission. The Company shall comply with any and all directions of the Commission's authorized representative.

23 Toronto Transit Commission Document GENERAL CONDITIONS Page 5 12 SUSPENSION OR TERMINATION OF CONTRACT The Commission shall have the right for convenience to suspend or terminate further performance of all or any portion of the Work at any stage of undertaking by notice in writing to the Company. On the date of such notice the Company shall discontinue all Work as instructed whether being performed by itself or its Sub-contractors and shall preserve and protect all Work in progress and completed Work. The Company shall be reimbursed for that portion of the Work satisfactorily performed or complete to the date of the notice. The Commission shall not be liable for any other costs arising from such notice including but not limited to loss of anticipated profits or loss of opportunity. 13 DEFAULT BY THE COMPANY If, in the opinion of the Commission s Representative, the Company by its own acts, omissions or neglect or that of any of its Sub-contractors, fails to comply with the provisions of the Contract, fails to proceed with or delays the Work, or causes expense to the Commission, then the Commission s Representative may notify the Company in writing of such default and instruct it either to immediately correct the default, or to provide notice to the Commission of its agreement to correct the default within a schedule acceptable to the Commission within three (3) business days. If the Contractor fails to correct the default within the time specified or subsequently agreed upon, the Commission may correct such default without prejudice to any right or remedy it may have under the Contract. If the Commission or any other party under contract to it, suffers any expense or damages caused by the acts, omissions or neglect of the Company, then the Commission shall have the right to deduct the value of such expenses or damages, notwithstanding the correction of the default within the time specified or subsequently agreed upon. 14 TERMINATION FOR DEFAULT The Company shall be in default of the Contract and the Commission may terminate the Contract if the Company either: Fails or refuses to proceed with the Work with due diligence or maintain the Contract Schedule; or, ceases or threatens to cease to carry on its business or if there occurs an act or event of bankruptcy or insolvency of the Company; or, Continually or repeatedly refuses or fails without cause to perform the Contract in strict accordance with the Contract Documents. In such event, the Commission s Representative may serve written notice to the Company specifying the default and instructing the Company to remedy such default within seven (7) calendar days thereafter or risk termination of the Contract. If, within the above specified period, the Company fails or refuses to correct the default, the Commission may without prejudice to its other rights and remedies under the Contract, issue a notice to the Company to advise the Contract is terminated. In such event, the Commission shall have the right to take possession of the products, materials, tooling, patterns and equipment and complete the Work by whatever method it deems expedient. If the Commission is required to complete the Work, and the value including damages exceeds the Contract price, then the Company shall be liable to the Commission for any additional cost in completing the Work.

24 Toronto Transit Commission Document GENERAL CONDITIONS Page 7 If, as a result of such an examination or audit, it should be determined by the Commission's representative that the Company has understated the amounts owning to the Commission by three per cent (3%) or more, the Company shall pay to the Commission the cost of such audit in addition to the amount of the deficiencies as determined by the Commission's representative within 10 days after notice and demand by the Commission, such payment to be made even though the Company may contest the correctness of the audit but it shall not bar or stop the Company from bringing any action or legal proceeding to recover what it may claim to be an overpayment. If the Company fails to deliver any of the statements to the Commission provided for by this Section and within the times herein provided or as may be determined by the Commission the Company, in addition to any other rights or remedies contained in the agreement, has a right to employ a chartered accountant to examine such of the Company's books and records as necessary to certify the amount owing to the Commission or payable by the Commission for such a period as it is related to the statement in question and the Company shall pay to the Commission on demand the cost of any such examinations together with any and all sums shown to be owing to the Commission. 20 EQUIPMENT OR MATERIAL ON COMMISSION PROPERTY In the event that there is any equipment or material that is required to remain on Commission property, the Company agrees that it is responsible for such equipment or material and shall keep and maintain such equipment or material in a good state of repair. In the event that the Company does not, the Commission, at its sole discretion may remove or repair the equipment or material and all costs incurred will be charged to the Company. 21 SUB-CONTRACTORS In the event the Commission authorizes the use of sub-contractor(s) by the Company in the performance of the Work, the Company agrees that is fully responsible to the Commission for the acts and/or omissions of any such sub-contractor(s) and of persons either directly or indirectly employed or retained by them, as the Company is for the acts and omissions of persons directly employed or retained by it. All communications shall remain between the Commission and the Company, and not between the Commission and the sub-contractor, unless otherwise deemed necessary by the Commission, at its sole discretion. 22 CONTRACT SECURITY During the Contract Term, the Company must keep and maintain the following Contract Security as noted below. If its Contract Security is renewable, the Company agrees to renew the Contract Security as may be required. Contract Security shall be required for each Group of Scrap Metals for which the Company has been issued a Contract. In the event a Company s Contract is for more than one Group, the amount of Contract Security required shall be the sum of the Contract Security required for each Group.

25 Toronto Transit Commission Document GENERAL CONDITIONS Page 8 (a) The Company shall provide, within ten (10) calendar days of receiving written Notification of Award of the Contract issued by the Commission, Contract Security in the form of an Irrevocable Letter of Credit as set out on the Commission s standard form - Document 00630, in the amount(s) as follows: Group 1: $70,000 Group 2: $40,000 Group 3: $50,000 Group 4: $400 (b) The Contract Security shall be issued from a Canadian Schedule I or II bank from a branch office in the City of Toronto.

26 Toronto Transit Commission Division 1 SPECIFICATIONS INDEX Section Title Page 1 SCOPE OF WORK TERM OF THE CONTRACT QUANTITIES AND DESCPRIPTION PERMITS AND LICENCES SAFETY EQUIPMENT SAFETY TRAINING REMOVAL OF MATERIAL/EQUIPMENT REMOVAL OF DISTINCTIVE MARKINGS CONDITON OF MATERIAL F.O.B. POINT ACCOUNTS RECEIVABLE AND CONTINUANCE OF THE WORK HOURS OF BUSINESS... 5

27 Toronto Transit Commission Division 1 SPECIFICATIONS Page 1 1 SCOPE OF WORK The sale and removal of various scrap metals from Commission properties. 2 TERM OF THE CONTRACT The Term of the Contract shall be for a one-year period commencing approximately December 1, 2012 and ending on November 30, 2013 (Base Contract Term). The Commission reserves the right, at its sole discretion, to extend the Contract Term by a period of up to 2 additional years beyond the Base Contract Term. The Commission will provide written notice to the Company of its intention to extend the Contract prior to the expiration date of the Contract. The Contract price for any extension period will be negotiated between the Commission and the Company. 3 QUANTITIES AND DESCRIPTIONS The quantity and description of material is approximate only and the Commission does not assume any responsibility with respect to the correctness of either. All weights referred to in tones, shall be deemed as short tons (i.e pounds). On Occasion, the TTC will request extra boxes to be supplied for special projects. Boxes will be weighed in/out at the TTC s Hillcrest/Greenwood scale. 3.1 Group information ITEM DESCRIPTION ESTIMATED ANNUAL VOLUME Group I Metals Mixed contaminated (up to 15% contaminated) 2,000 tons Metals Mixed Extremely Contaminated, 10 loads 60% of the load may contain skids, tires, cardboard, and household garbage. These are sold by load, not weight, and the boxes (small lugger) are located at 14 TTC remote sites (not Hillcrest or Greenwood). With respect to Group 1 Metals Mixed extremely contaminated metal; these small lugger boxes are located at the various TTC Carhouses/Garages (not Hillcrest or Greenwood) throughout the City of Toronto. For this Group (small luggers), the Company shall remove the material and weigh the box at their location (not on the Commission s scales), and subsequently forward the Commission s Representative the weight measurements within 2 business days from the date the material has been removed from the Site. The word contamination means that the material in the bin/box may also contain rubber, wood, plastic, garbage etc. in varying amounts.

28 Toronto Transit Commission Division 1 SPECIFICATIONS Page 2 Group 2 Steel Subway Rail 300 tons Steel Subway Wheels 100 tons Steel Surface Rail contaminated 15 tons with Concrete Steel Manganese Rail Contaminated with Concrete 5 tons Brake Linings Mixed Contaminated 5 tons Group 3 Aluminum/Stainless Steel - will be Mixed Contaminated with metal Copper/Brass - will be Mixed Contaminated with metal Copper Cable, Rubber/Plastic Covered - will be Mixed Contaminated with metal Group 3: may have contamination up to 15% 50,000 lbs. 30,000 lbs. 75,000 lbs. Group 4 Wheel Shavings - at Wilson, McCowan and Russell Small lugger boxes only 6 loads 4 PERMITS AND LICENCES The Company shall obtain and pay for all permits and licences required either by the Province of Ontario, the City of Toronto or any other authority to enable the Company to execute the performance of all Work under this Contract. 5 SAFETY EQUIPMENT The Company shall at all times be equipped and wear proper safety gear (i.e. - safety shoes, hats, etc.), when performing Work on Commission property where such equipment is required. 6 SAFETY TRAINING While on TTC property, only authorized persons are permitted to enter areas which are designated by TTC as track level. As such, Company personnel that may be required to enter designated track level areas during the performance of the Work shall, prior to entering such an

29 Toronto Transit Commission Division 1 SPECIFICATIONS Page 3 area, complete the TTC s Subway Rule Book Training for Contractors course. This course is delivered by TTC staff, will be provided free of charge, and is a one day (8 hour) training course. 7 REMOVAL OF MATERIAL/EQUIPMENT In conjunction with the Company, the TTC s Surplus Assets Administrator (or designate) will weigh all material at the Hillcrest and/or Greenwood Site scale, prior to the Company removing the material from the TTC Site, unless otherwise noted in these Specifications (i.e. small lugger boxes in Group 1 Metals - Mixed Extremely Contaminated, and Group 4 Metals - Wheel Shavings etc.) The weight of materials, as measured by the Commission s scales, will be recorded on a TTC Sales Delivery Slip Form (DS), the TTC s Surplus Assets Administrator (or designate) and the Company s representative (Driver) will both sign the DS form, thereby confirming the correctness of the information on the DS. The TTC s Surplus Assets Administrator (or designate) will retain copies of the DS, and will provide 2 copies of the DS to the Company s Driver on Site. The Company s Driver shall provide one copy of the DS to the TTC Security Gatehouse attendant upon leaving the Site, and shall retain one copy of the DS for the Company s records. Invoicing and payments will be based on the Contract price and the weights as recorded on the DS. In the event the Company s Driver has any concerns with material loads, including weights or contamination, their concerns must be addressed with the TTC s Surplus Assets Administrator (or designate) prior to the Company removing the material from the Commission s Site, as no deductions in payments to the Commission will be permitted once material has left the Commission s Site. In the event a discrepancy arises subsequent to the Company removing the material from the Commission s Site, the Commission s information will be deemed as correct. There will be no deductions in payments to the Commission for contamination in scrap material. The Company will be required to remove, at the Contract price, all quantities of material from the Commission s Site, on an "AS IS, WHERE IS" basis. The Commission reserves the right to inspect any load at any time and to have any vehicle and/or container weighed at any time during the operation. Once the Commission has provided notification to the Company to remove material from a given Site, the Company must complete the removal of the material from the Site within twenty-four (24) hours. Exceptions will be made for rail material, whereby the Company shall be permitted up to 5 working days to remove the material from the Commission s Site. The Company will be required to load and transport all material at their own expense. The Company will be required to maintain up to four (4) small roll off boxes with a maximum size of width 8', length 11.5", height 5' 4", eight (8) large roll off boxes with a maximum height 8, 2 and sixteen (16) lugger boxes on Commission Property at all times and ensure that all boxes are numbered and clearly marked with the Company s logo.

30 Toronto Transit Commission Division 1 SPECIFICATIONS Page 4 4 roll off boxes (small) to be used for Group III Hillcrest Complex Up to 8 roll off boxes (large) to be used for Group I, with a minimum of 4 boxes for the TTC Hillcrest location, and a minimum of 2 boxes for the TTC Greenwood location 16 lugger boxes various locations At anytime during the Contract, if requested by the Commission, the Company shall be required to provide, at no cost to the Commission and within 2 working days of the Commission s request, a list of boxes the Company is currently supplying (located on TTC property) and/or if required will supply, and the list shall include the weight and description of the boxes along with the box number (i.e. the Company shall provide boxes that are uniquely marked/identified/exclusively numbered). 8 REMOVAL OF DISTINCTIVE MARKINGS The Company agrees to remove any and all trademarks, logos, labels and distinctive marking of the Toronto Transit Commission which may appear on the material / equipment at the time of release by the Commission of said items or immediately thereafter unless otherwise agreed to or required by the Commission in writing. 9 CONDITION OF MATERIAL All material shall be sold by the Commission to the Company and removed from the Commission s Site by the Company on an "AS IS, WHERE IS" basis. There is no warranty of merchantability of fitness nor any other warranty expressed or implied, except for the warranty of title. All other warranties whether legal, express or implied are hereby expressly excluded. 10 F.O.B. POINT The F.O.B. point shall be deemed as the actual TTC property ( Site ) whereby the Company is performing the Work (i.e. removing scrap metal), provided that title to the material shall not pass from the TTC to the Company until the Company has removed such material from the Site. There are various several TTC Sites that require performance of the Work, each Site is located within the City of Toronto. 11 ACCOUNTS RECEIVABLE AND CONTINUANCE OF THE WORK In the event the Company has not issued the Commission payment for Work completed, and the dollar amount of the sum of all outstanding Commission invoices exceeds the dollar amount of the Company s Contract Security, the Company will not be permitted to remove further material from the Commission s Site until such time the Company issues payment to the Commission. In the event the payment made by the Company is not the full amount due, continuance of the Work at the Commission s Site shall only be permitted if the dollar value of the Work to be