REQUEST FOR PROPOSALS FOR Content Management And Document Management Platform DSSMSSAB RFP 2017-0002 August 2017 1
NOTICE TO POTENTIAL PROPONENTS Request for Proposal No.: DSSMSSAB RFP 2017-0002 For: Content Management and Document Management Platform Please review the attached documents and submit your complete proposal to the address noted below by the closing deadline of 12:00 noon local time on Tuesday, September 19, 2017 Proposals will not be considered unless: a) received by the date and time specified above; b) received at the address specified below; c) delivered in a sealed envelope quoting the RFP Number specified above; and d) provided on the specified form, with all required appendices and schedules where applicable. Proposal submission by facsimile or e-mail is not acceptable. The deadline for questions is 12:00 noon local time on Thursday, September 7, 2017 All questions must be in writing (see section 6.2 of the RFP). Deliver your complete proposal by the closing date noted above to: The District of Sault Ste. Marie Social Services Administration Board 390 Bay Street P.O. Box 277 Suite #405 Sault Ste. Marie ON P6A 5L8 The District of Sault Ste. Marie Social Services Administration Board shall not be responsible for submission documents or proposals submitted in envelope(s) that are not delivered and labelled in accordance with the above instructions. 2
TABLE OF CONTENTS 1.0 Introduction 1.1 Introduction 1.2 DSSMSSAB Mission Statement, Vision and Values 1.3 Background 1.4 Purpose of Request for Proposal 1.5 Term of Project 2.0 Objectives 3.0 Proposal Content 3.1 Study Approach and Strategies 3.2 Work Program & Schedule 3.3 Proponent Qualifications 3.4 Deliverables 3.5 Environmental Stewardship 3.6 Additional Information 4.0 Fees 5.0 Contract 6.0 Proposal Submissions 6.1 Submission of Proposals 6.2 Questions Regarding the Request for Proposal 7.0 Evaluation and Selection of Proponent 8.0 Rights Reserved 9.0 Form of Irrevocable Offer Appendix A : Request for Proposal Terms and Conditions Appendix B : Agreement Terms and Conditions Appendix C : Current Server Environment Appendix D : Department Insights Appendix E : Deliverable Requirements 3
For The District of Sault Ste. Marie Social Services Administration Board Content Management and Document Management REQUEST FOR PROPOSAL DSSMSSAB RFP 2017-0002 1.0 INTRODUCTION 1.1 Introduction As a publicly funded entity The District of Sault Ste. Marie Social Services Administration Board (hereinafter referred to as DSSMSSAB) is committed to responsible purchasing practices designed to obtain quality goods and services at fair prices, using an open and transparent process, which is fair to all stakeholders, and to encourage competition. 1.2 DSSMSSAB Mission Statement, Vision and Values The DSSMSSAB delivers provincially mandated services on behalf of the citizens of the District of Sault Ste. Marie in an equitable and cost-effective manner. The DSSMSSAB provides quality services within the context of a commitment to social justice and recognition of people's potential to achieve selfsufficiency. At the DSSMSSAB, we: 1) Acknowledge that all people have the right to dignity, respect and quality of life; 2) Respect the diversity of cultures, skills and abilities of all people; 3) Work in partnership with stakeholders to find innovative solutions; 4) Provide opportunities for life-long learning that are responsive to people's needs; 5) Embrace open communication ; and 6) Effectively manage our human and financial resources. 1.3 Background The DSSMSSAB was established on April 1, 1999, through the enactment of the District Social Services Administration Board Act. The Provincial Government of Ontario required the consolidation of Ontario Works, Child Care, and Social Housing in the Province of Ontario from 210 4
Delivery agents to 47 delivery agents. In the North, the Government formed district social services administration boards, while in the South, consolidated municipal service managers were formed. The DSSMSSAB, one of the 10 northern delivery agents, was established to deliver social services in the territorial District of Sault Ste. Marie. The Board is responsible for the delivery of Ontario Works, Children s Services and Social Housing. The DSSMSSAB is also the sole shareholder of the Sault Ste. Marie District Housing Corporation (SSMDHC). The Board is comprised of 9 members representing 2 municipalities and 31 unincorporated areas of the District of Sault Ste. Marie. The DSSMSSAB currently operates within the City of Sault Ste. Marie, and is made up of the following departments: Finance Human Resources Ontario Works SSM Housing Services Early Years (Childcare) Land Ambulance Emergency Medical Services (EMS) The DSSMSSAB s 2016 approved budget is $60 million, serving a District population of approximately 80,000. 1.4 Purpose of Request for Proposal The DSSMSSAB is seeking proposals for the provision of Design, Development of a Content Management System and Document Management System. The solution should include applicable software licenses, hardware costs, development, customization, implementation, data migration, and training. 1.5 Term of Project The contract arising out of this RFP is anticipated to commence in October 2017, with project completion no later than March 31 st, 2018. 5
2.0 OBJECTIVES The objective of this RFP is to establish a vendor partner that best demonstrates their ability to deliver a turnkey solution that provides a clear understanding of the requirements for the development of a solution that will transform the DSSMSSAB into a near paperless organization. The solution should have all the attributes that would reflect all of the below benefits: Improve communication that reaches employees and improves engagement; Improve customer service and efficiencies by employees having easier access to tools, resources and information; Easy to use document management that will reduce the time it takes to locate relevant files; Improve employee collaboration and knowledge sharing; Allow easy access to external agencies and/or stakeholders to pertinent information; Designed to increase end user efficiencies and productivity. The following components should be considered to represent the minimum requirements, and not considered all-inclusive. Proponents may suggest additional and/or alternative components they feel would benefit the organization. a. Solution to provision for content management platform with full document management functionality. ( Overall solution can be comprised of multiple products providing user ease of use) b. Provisioning of all software licensing required software for servers and 120 users. c. Solution to provision for Corporate Intranet. d. Solution to provision for Corporate Extranet. e. Solution to provision for Corporate Website and current website migration. f. Solution to work with the existing IT Server Environment. (Appendix C ). Identify and provision for any additional hardware if required. DSSMMSSAB s server platform is based on HP and only HP certified products will be considered. g. Solution to provision for development of online forms with full backend workflow to replace current paper based forms. 6
h. Solution to provision for all document migration into the new platform that is structured by organization s departments. i. Solution to provision for full integration with Active Directory and use of existing group policies. j. Solution to provision for onsite departmental input/discussions prior to commencement of any development and/or deployment. See Appendix D for some department information and insights. k. Solution to provision for full document management, NOT just publishing. l. Solution to provision for full calendaring functionality and integration with Microsoft Exchange (i.e. Synchronization with Outlook) m. Solution to provisions for customizable Intranet landing pages by individuals/departments. n. Solution to provisions for knowledge transfer services to the IT department staff to allow for ongoing organization support. o. Solution to provision for full documentation of the solution. p. Solution to provision for train the trainer type of training with all necessary training material for an instructor. 7
3.0 PROPOSAL CONTENT Proposals should include, but not be limited to, the following components: 3.1 Study Approach and Strategies a) Demonstrate how the RFP Objectives will be achieved in the context of the RFP Principles; b) Outline the Proponent s understanding of the work to be undertaken and the Proponent s experience with similar projects; c) Outline the Proponent s approach and strategies; d) Outline how existing data/documents will be migrated to proposed solution with minimal to zero interruption time to operations. Provide proposed milestones to attain this result; e) Outline how the Proponent s will provide ongoing support for the solution and identify any respective costs. f) Provide an itemized cost estimate to achieve each milestone within the Proponent s recommended approach, including fees (hourly and per diem rates for each member of the team), miscellaneous expenses, disbursements and harmonized sales tax; g) Provide detailed Scope of Work clearly identifying roles and responsibilities of each stakeholder. h) Identify methods of seeking input and communication with the stakeholders; i) Identify stages of interim reporting (based on the proposed milestones); j) Identify communication, implementation, and monitoring strategies. 3.2 Work Program & Schedule Proposals must contain a detailed schedule or project plan with timelines that shall be categorized by milestones (completion of major tasks). 3.3 Proponent Qualifications Proposals should include a brief history of the company as well as a summary of project team members, their roles, qualifications and previous experience in similar projects with Social Service agencies. 8
3.4 Deliverables The key deliverables will be: 1. Consultation with department managers on content and specific need/ requirements of each respective department; reference Appendix D for department insights 2. Consultation with IT Department to identify hardware resources required; 3. Design and architect a solution to meet all objectives in Section 2; 4. Supply and configure proposed software on servers in order to establish a robust infrastructure with high-reliability and security to support DSSMSSAB day-to-day operations; 5. The Proponent is required to provide Migration Services in order to move the DSSMSSAB current unstructured data and documents into the new platform. Migration of the current website content will also need to be included. 6. Knowledge Transfer At the end of the project, the Proponent will provide knowledge transfer services to the IT department. 7. Detailed Cost Breakdown The Proponent will provide a detailed cost break down of each hardware, software component and services delivered under the proposal. Specifically, the breakdown should clearly state whether the cost is a project cost (onetime fee that is non-reoccurring) or reoccurring fee and its frequency of occurrence (i.e. monthly, annually, etc) Please refer to APPENDIX E for detailed deliverable details 3.5 Additional Information The proposal should include, in addition to the information requested in this RFP, any further information that illustrates the Proponent s experience, expertise or special insight. Proposals should contain the full name of the Proponent and contact information and a minimum of three (3) references including names, addresses and telephone numbers. All printing of the proposal is the responsibility of the Proponent. All plans, 9
drawings and reports produced by the Proponent will become the property of the DSSMSSAB with no restrictions on their use. A Proponent may withdraw or qualify their submission at any time up to the closing date by submitting correspondence on their letterhead with an authorizing signature. The submission is irrevocable after the closing date. The DSSMSSAB reserves the right to accept or reject all or part of any submission or to rescind this Request for Proposals at any time. 4.0 FEES The Proponent must provide an itemized list of costs associated with the project including fees (hourly and per diem rates for each member of the team), miscellaneous expenses, travel and disbursements and harmonized sales tax to achieve deliverables and whether they are one-time or reoccurring fees. The proposal will also include an itemized cost estimate for additional meetings, workshops, and presentations (if required). Cost overruns will not be considered and are ineligible. 5.0 CONTRACT The successful Proponent shall enter into a contract with the DSSMSSAB. The contract shall indicate that the work to be undertaken will be done to the satisfaction of the DSSMSSAB, in accordance with the project objectives and for the amount tendered price. The contract will include the general terms and conditions identified in Appendix B and Appendix C of this RFP and such other terms as are specified by the DSSMSSAB. The contract may be revised during the project provided a complete analysis of any proposed changes is submitted and agreed upon in writing by both parties. The analysis would include an assessment of the impact of the proposed change on target date and costs. No revision will result in the extension of time or increase in cost without the written approval of the DSSMSSAB CAO or designate. 10
6.0 PROPOSAL SUBMISSIONS 6.1 Submission of Proposals Five (5) signed copies of the Proposal (one unbound) and a digitized copy (i.e. portable drive, memory stick) should be submitted in a sealed envelope clearly identified as Request for Proposal DSSMSSAB RFP 2017-0002, by registered mail, courier or hand delivery to: The District of Sault Ste. Marie Social Services Administration Board 390 Bay Street P.O. Box 277 Suite #405 Sault Ste. Marie, Ontario P6A 5L8 Proposal must be received no later than 12:00 noon local time on September 19, 2017 Proposals received after the closing date shall not be accepted and shall be returned unopened to the Proponent. 6.2 Questions Regarding the Request for Proposal Questions related to this Request for Proposal are to be directed in writing or by e-mail to: Mike Nadeau, Chief Administrative Officer The District of Sault Ste. Marie Social Services Administration Board P.O. Box 277 390 Bay Street, Suite #405 Sault Ste. Marie, Ontario P6A 5L8 Telephone: 705.942.6297 Email: m.nadeau@socialservices-ssmd.ca All clarification requests regarding this RFP are to be sent in writing or email to the individual mentioned above. No clarification requests will be accepted by telephone. Responses to clarification requests will be provided to all interested parties. Inquiries must not be directed to other DSSMSSAB employees or elected officials. Directing inquiries to other than those designated may result in your bid being rejected. 11
The deadline for questions/inquiries will be 12:00 noon local time September 7,2017. Any and all changes to this RFP will be issued by the DSSMSSAB Finance Department in the form of a written addendum. If a written addendum is issued, its receipt must be acknowledged by the Proponent in the appropriate section of the Form of Proposal. The DSSMSSAB will assume no responsibility for oral instructions or suggestions. Please mail or email back confirmation of receipt of the Addendum. Protests based on any omission or error, or on the content of the solicitation, will be disallowed if these faults have not been brought to the attention of the DSSMSSAB Director of Finance and Administration as per the terms set out in this RFP. 12
7.0 EVALUATION AND SELECTION OF PROPONENT Proposal evaluation shall not be based solely on cost. Proposal evaluations will be weighted as follows: Scoring Matrix Understanding and approach 15% Complete, comprehensive and clear Delivery Plan 20% Proponent s understanding and experience with Social Service Agencies 10% Cost 55% Total 100% At the close of the proposal call, the DSSMSSAB evaluation committee will examine all eligible proposals. The DSSMSSAB reserves the right to refuse any or all submissions and is not obligated to accept the lowest priced proposal or the highest scored proposal. The DSSMSSAB will review the proposals based on the evaluation criteria and may elect to conduct interviews of selected Proponents after completing this review. The Proponents to be interviewed will be contacted by telephone and notified of the date, time and place of the interview. The interviews will take place in the City of Sault Ste. Marie and transportation to and from the meeting for the Proponent s representatives will be at the expense of the Proponent. The DSSMSSAB expressly reserves the right to interview some or all Proponents selected at the DSSMSSAB s sole discretion, which shall not be fettered by price or preliminary scoring. The DSSMSSAB at its sole discretion may clarify any aspect of this RFP or any proposal submitted by any Proponent at any time. The DSSMSSAB s right to clarify includes the right to request additional or missing information. The purpose of such clarification is to enable the DSSMSSAB to determine whether the Proponent s proposal complied with the RFP and to evaluate the proposal. All clarifications will be in writing in a form satisfactory for inclusion in the proposal and satisfactory to the DSSMSSAB. 13
8.0 RIGHTS RESERVED Submission of a proposal indicates acceptance by the firm of the conditions contained in this RFP, unless clearly and specifically noted in the proposal and in any contract between the DSSMSSAB and the firm selected. The DSSMSSAB is not responsible for any costs incurred by the Proponents in the preparation of their response to the proposal call or attendance at any selection interviews. The DSSMSSAB reserves the right without prejudice to reject any or all proposals and to determine in its own best judgement the firm best qualified to undertake this project. The DSSMSSAB reserves the right to be the sole judge of the acceptability of any service offered, and also any alternative proposed, and to purchase the service which in its opinion most closely meets the requirements of the DSSMSSAB. The lowest price or highest scored proposal may not necessarily be accepted. The DSSMSSAB unless it otherwise states, reserves the right to award by item, or part thereof, groups of items, or all items of the proposal, and to award contracts to one or more Proponent; to reject any and all submissions in whole or in part; to waive technical defects, irregularities and omissions, if in so doing, the best interests of the DSSMSSAB will be served. The DSSMSSAB reserves the right to perform such investigations as may be deemed necessary to insure that competent personnel and management and suitable equipment/material will be used in the performance of this project. The DSSMSSAB reserves the right to negotiate an alternative agreement with one or more proponents leading to a contract different from the Proposal, with no obligation to re-issue the RFP or to issue a new RFP. The DSSMSSAB reserves the right to withdraw the RFP at any time. Submission of a proposal authorizes the DSSMSSAB to contact all references provided. Failure to provide references and details of experience may result in the RFP not being considered. The DSSMSSAB will make every effort to safeguard the confidentiality of each proposal submission. However, all proposal submissions are subject to the provisions of the Municipal Freedom of Information and Protection of Privacy Act. The selection of the successful Proponent shall be final and without recourse. The DSSMSSAB s Board of Directors shall have the final authority on all matters regarding this Request for Proposal. 14
A Board member or employee of the DSSMSSAB will not have direct or indirect interest as a Proponent. All work related to this RFP, materials supplied by Proponents and any oral presentations to this Request for Proposal will be without cost to the DSSMSSAB. The DSSMSSAB reserves the right to call in alternate services if the Proponent is unable to provide the service when it is requested. The DSSMSSAB reserves the right to terminate the contract without notice in the event of non-performance or unsatisfactory, either in terms of quality and/or quantity, goods are provided. 15
9.0 FORM OF IRREVOCABLE OFFER Proposals must contain the following insert and be executed by a person with authority to bind the Proponent: The Proponent hereby offers to provide the requirements under RFP 2017 02 to the DSSMSSAB according to the terms set out in this proposal as well as in the RFP and shall enter into a formal contract acceptable to the DSSMSSAB forthwith after being notified of its selection. The Proponent also agrees that this irrevocable offer shall be open to acceptance by the DSSMSSAB for a period of ninety (90) days from the closing date for the receipt of proposals. I/We certify that I/we have the authority to bind the Proponent. WITNESS SIGNED OR CONTACT NAME TITLE PROPONENT NAME ADDRESS CITY/PROV. POSTAL CODE TELEPHONE FAX NO. EMAIL 16
APPENDIX A REQUEST FOR PROPOSAL TERMS AND CONDITIONS 17
The following terms and conditions are deemed to be accepted by all Proponents of proposals in response to this Request for Proposal (RFP) and shall be incorporated into every contract resulting from this RFP: 1.0 Proponent s Responsibility It shall be the responsibility of each Proponent: a) to examine all components of this RFP, including all appendices, forms and addenda; b) to acquire a clear and comprehensive knowledge of the required goods or services before submitting a Proposal; and c) to become familiar and, if the successful Proponent, comply with all of the DSSMSSAB s policies and relevant federal and provincial legislation. The failure of any Proponent to receive or examine any document, form, addendum, Agreement or policy shall not relieve the Proponent of any obligation with respect to its Proposal or any Agreement entered into or Purchase Order issued based on the Proponent s Proposal. 2.0 Prime Proponent A joint Proposal by a consortium of two or more Proponents having no formal corporate links may be submitted, but one person or company must be shown as the prime Proponent and be prepared to represent the consortium to the DSSMSSAB by executing the Agreement, acting as the primary contact, and taking overall responsibility for performance of the Agreement. Where a Proposal is made by a prime Proponent with associate firms working with or under the prime Proponent in either a subcontracting or consortium relationship, it is required that those associate firms be named in the Proposal. 3.0 Omissions, Discrepancies and Interpretations A Proponent who finds omissions, discrepancies, ambiguities or conflicts in any of the RFP documentation or who is in doubt as to the meaning of any part of the RFP should notify the DSSMSSAB in writing not later than ten (10) days before the Closing Deadline. If the DSSMSSAB considers that a correction, explanation or interpretation is necessary or desirable, the DSSMSSAB will issue an Addendum. The decision and interpretation of the DSSMSSAB shall be final and binding, from which there is no appeal. No oral explanation or interpretation shall modify any of the requirements or provisions of the RFP documents. 18
4.0 Incurred Costs The DSSMSSAB will not be liable for, nor reimburse, any potential Proponent for costs incurred in the preparation, submission or presentation of any Proposal, for interviews or any other activity that may be requested as part of the evaluation process or the process for the negotiation or execution of an Agreement with the DSSMSSAB, as the case may be. The rejection or non-acceptance of any or all Proposals shall not render the DSSMSSAB liable for any costs or damages to any firm that submits a Proposal. 5.0 Post-Submission Adjustments and Withdrawal of Proposals No unilateral adjustments by Proponents to submitted Proposals shall be permitted. A Proponent may withdraw its Proposal prior to the Deadline any time by notifying the DSSMSSAB. A Proponent who has withdrawn a Proposal may submit a new Proposal, but only in accordance with the terms of this RFP. After the Deadline each submitted Proposal shall be irrevocable and binding on Proponents for a period of 90 days. If the DSSMSSAB makes a request to a Proponent for clarification of its Proposal, the Proponent will provide a written response accordingly, which shall then form part of the Proposal. 6.0 No Collusion No Proponent may discuss or communicate about, directly or indirectly, the preparation or content of its Proposal with any other Proponent or the agent or representative of any other Proponent or prospective Proponent. If the DSSMSSAB discovers there has been a breach at any time, the DSSMSSAB reserves the right to disqualify the Proposal or terminate any ensuing Agreement. 7.0 Required Warranties. Each Proponent of a proposal is deemed to expressly declare and warrant in the proposal that: a) the prices in the Proposal have been arrived at independently from those of any other Proponent of a proposal; b) the prices in the Proposal have not been knowingly disclosed by the Proponent of a proposal, and will not knowingly be disclosed by the 19
Proponent of a proposal prior to award, directly or indirectly, to any other Proponent of a proposal or competitor; c) no attempt has been made, nor will be made, to induce any other person to submit or not to submit a proposal for the purpose of restricting competition; d) the proposal is in all respects fair and without collusion or fraud; e) there has been and will be no violation of copyrights or patent rights in manufacturing, producing or selling the materials and/or services shipped or ordered as a result of the proposal, and the Proponent agrees to hold the DSSMSSAB harmless from any and all liability, loss, expense, action or suit occasioned by any such violation; f) all materials and/or services proposed to be supplied to the DSSMSSAB conform in all respects to the standards set forth by Federal and Provincial agencies. g) The Proponent of the Proposal: i. is competent to perform the work described in this RFP [ the Work ]; ii. has the necessary qualifications, including knowledge, skill and experience to perform the Work, together with the ability to use those qualifications effectively for that purpose; iii. shall supply everything necessary for the performance of the Work; iv. shall carry out the Work in a diligent and efficient manner; and, v. shall ensure the Work is of proper quality, material and workmanship; is in full conformity with the specifications; and meets all other requirements of this RFP and any subsequent contract; and h) The Proponent has and follows a health and safety plan for employees and representatives who will be present on the property of the DSSMSSAB as part of any contract arising from the RFP. 8.0 Acceptance of Proposals The DSSMSSAB shall not be obliged to accept any Proposal in response to this RFP. The DSSMSSAB may, without incurring any liability or cost to any Proponent: a) accept or reject any or all Proposal(s) at any time; b) waive immaterial defects and minor irregularities in any Proposals; c) modify and/or cancel this RFP prior to accepting any Proposal; d) award a contract in whole or in part. The DSSMSSAB is relying on the experience and expertise of the Proponent. The DSSMSSAB reserves the right to disqualify any Proponent who has given inaccurate, incomplete, false or misleading information in the sole opinion of DSSMSSAB. 9.0 Verification The DSSMSSAB reserves the right to verify with any Proponent or with any other person any information provided in its Proposal but shall be under no obligation 20
to receive further information. If, in the opinion of the DSSMSSAB, any Proponent has clearly misinterpreted the goods and/or services or underestimated the hours or value of the good and/or services to be performed as reflected in its Proposal content and submitted price/fees, or any combination of them, then the DSSMSSAB may reject its Proposal as unbalanced (i.e., not representative of the scope of the goods, work and/or services). 10.0 Privacy, Confidentiality and Proprietary Rights The Municipal Freedom of Information and Protection of Privacy Act (MFIPPA) shall apply to all information and records created and/or shared, pursuant to this Agreement. In the event that the DSSMSSAB discloses information to the Proponent that the DSSMSSAB considers confidential or proprietary and so notifies the Proponent, the Proponent agrees to hold the information with at least the same degree of care and safeguards that it would take with respect to its own proprietary information. PIPEDA means the Personal Information Protection and Electronic Documents Act, 2000, C.5, including any amendments thereto. PIPEDA Protected Information means any Personal Information or Personal Health Information, as defined under PIPEDA. The Proponent represents and warrants that: a) it shall adhere to standards of Fair Information Practices; b) it shall uphold both the letter and the spirit of the Municipal Freedom of Information and Protection of Privacy Act and related DSSMSSAB policies and procedures; c) it shall forward all public access to information and correction requests made under this Agreement to the DSSMSSAB's Chief Administrative Officer; d) it shall preserve the PIPEDA compliance of all PIPEDA Protected Information transferred to it by the DSSMSSAB; e) it shall ensure the PIPEDA compliance of all PIPEDA Protected Information that it collects in the course of performing its contractual obligations; and f) it shall ensure the PIPEDA compliance of all PIPEDA Protected Information that it transfers to the DSSMSSAB. The Proponent assigns all proprietary rights to Information and Deliverables developed during the course of the Agreement with the DSSMSSAB, and shall execute such further documents as may be required to evidence such assignment as information and Deliverables are developed, or thereafter. Title in intellectual property interest [ IP ] to the Deliverables prepared in 21
accordance with the Proponent Proposal and any part thereof vests in the DSSMSSAB upon delivery and acceptance thereof by or on behalf of the DSSMSSAB. The risk of loss ordamage to the Deliverables or part thereof so vested shall remain with the Proponent until its delivery of the work in full. The vesting of title to IP shall not constitute acceptance by the DSSMSSAB of the Deliverables and shall not relieve the Proponent of its obligation to perform the work or complete the Deliverables as outlined in the Proponent Proposal. Proprietary information shall be deemed not to include information that is in or becomes in the public domain, without violation of this Agreement by the Proponent; or is already in the possession of the Proponent, as evidenced by written documents, prior to the disclosure thereof by the DSSMSSAB and without violation of this Agreement by the Proponent. The confidentiality provisions shall survive any termination or the completion of this Agreement. 11.0 Failure or Default of Proponent If the Proponent, for any reason, fails or defaults in respect of any matter or thing which is an obligation of the Proponent under the terms of the RFP, the DSSMSSAB may disqualify the Proponent. 12.0 Governing Law This RFP and any Proposal submitted in response to it and the process contemplated by this RFP including any ensuing Agreement shall be governed by the laws of the Province of Ontario including the Municipal Freedom of Information and Protection of Privacy Act, RSO 1990, c. M56, as amended, and Occupational Health and Safety Act, R.S.O. 1990, c.o.1 and the Accessibility for Ontarians with Disabilities Act, 2005. S.O. 2005, c. 11. Any dispute arising out of this RFP or this RFP process will be determined by a court of competent jurisdiction in the Province of Ontario. 13.0 Signing Requirements. Submissions that are not signed will be rejected. Signing of submissions shall be in the form set out in Section 10 Irrevocable Offer, which shall be attached to the Proponent s proposal. If the Proponent of a proposal is an incorporated company, the proposal must be executed by the signing officer(s) of the company. If the Proponent of a proposal is not an incorporated company, the person 22
submitting the proposal on behalf of the Proponent should sign his or her own name in the presence of a witness who should sign beside the person s name. 14.0 Limitation of Liability Unless otherwise agreed, should the DSSMSSAB enter into a contract relating to the Work, the other contracting party shall agree to hold the DSSMSSAB harmless from any and all liability, claim, loss, expense, action or suit arising from the Work. 15.0 Dispute In cases of dispute as to whether Deliverables meet the requirements of the DSSMSSAB, the decision of the DSSMSSAB Chief Administrative Officer shall be final and binding. 16.0 No Assignment Unless otherwise agreed, should the DSSMSSAB enter into a contract relating to the Work, the other contracting party shall not, without the written consent of the DSSMSSAB, assign or subcontract any aspect of the Work or the Deliverables. 17.0 No Implied Waiver The failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect his right thereafter to otherwise enforce such provision or to seek damages for the breach thereof. 18.0 Governing Law All Proponents of proposals, including those outside the Province of Ontario, agree that the rights of all parties shall be governed by the laws of the Province of Ontario and that the venue for dispute shall be within the Province of Ontario. Proponents must be able to demonstrate their ability to perform the work under the law of the Province of Ontario and provide such security as might be required and enforceable under the law of the Province of Ontario. 19.0 Force Majeure Should a delay or failure to perform obligations under this Agreement due to fires, strikes, floods, acts of God or the Queen s enemies, lawful acts of public authorities, or delays or defaults caused by common carriers, which cannot reasonably be foreseen or provided against, neither party shall be held responsible. The DSSMSSAB and the Proponent may amend the Agreement to provide additional time or other remedies to facilitate the completion of the work and/or the Deliverables. In the event that the parties are unable to reach a satisfactory resolution to permit the completion of the work and/or the Deliverables, the Agreement shall be deemed to be terminated. 23
20.0 Deemed Satisfaction as to Submission The submission of a proposal shall be deemed conclusive proof that the Proponent of a proposal has satisfied itself as to all the requirements set out in the RFP, all the conditions which may be encountered, what materials and/or services he/she will be required to supply, or any other matter which may enter into the carrying out of the Work. No claims will be entertained by the DSSMSSAB based on the assertion by the Proponent of a proposal that it was uninformed as to any of the requirements of the proposal or the services to be provided thereunder. 21.0 Default under Work Should the Proponent fail from any cause whatsoever to perform the work provided for by this Agreement, or fail to perform the work or complete the Deliverables in a manner satisfactory to the DSSMSSAB, then, in either case, all payments made by the DSSMSSAB to the Proponent shall cease as of the date of such failure and the Proponent shall have no claim against the DSSMSSAB except for the work and Deliverable which has been satisfactorily performed by the Proponent under this Agreement up to the time of such failure. All additional expenses to the DSSMSSAB arising from such failure to perform shall be paid by the Proponent to the DSSMSSAB forthwith upon demand. 22.0 Enforcement Any successful Proponent will have to enter into a legally binding agreement with the DSSMSSAB. Where any breach of the terms of that agreement should occur, the DSSMSSAB shall review all legal remedies available to it and use any appropriate remedies to protect the interests of the DSSMSSAB including law suit or application before the appropriate court or tribunal. 23.0 Current Version of RFP Individuals downloading the Request for Proposal from DSSMSSAB website are solely responsible for ensuring that they have the latest version of the proposal and any addenda that have been posted to the site related to this Request for Proposal. 24.0 Interpretations No oral interpretations shall be made to a Proponent as to the meaning of any of the contract documents, or be effective to modify any of the provisions of the contract documents. 25.0 Proposal Acceptance Period It is understood that, in submitting a Proposal, each Proponent agrees that their Proposal may be subject to acceptance up to 120 working days after closing date. 24
26.0 Waiver of Rights in Proposal and Indemnity Each Proponent acknowledges and agrees that the DSSMSSAB is likely to receive, and be required to deal with several Proposals, all of which may contain or disclose information considered by the Proponent to be of special, unique, secret or proprietary nature and that such information and the manner in which the DSSMSSAB may use it may be entitled or subject to protection under any of Canada s intellectual property laws, the Competition Act or the common law relating to unfair competition. The DSSMSSAB cannot accept any proposal that is subject to a reservation by the Proponent of any such rights and each Proponent, by virtue of filing a proposal pursuant to this Request for Proposal expressly waives any and all protection to which the Proponent might otherwise be entitled in respect of that proposal under all of the foregoing laws and expressly releases the DSSMSSAB and its staff and Proponents, if any, as well as the successful Proponent from any claims, actions, suits and proceedings whatsoever for the infringement of any intellectual property right or for the use of any secret or proprietary information disclosed to the DSSMSSAB in that proposal. Each Proponent shall indemnify and save harmless the DSSMSSAB its staff, its Proponents, if any, against all claims, actions, suits and proceedings, including all costs incurred by the DSSMSSAB brought by any person in respect of the infringement or alleged infringement of any patent, copyright, trademark, or industrial design or the use or misuse in connection with their proposal. The Proponent shall from time to time, and at all times hereafter, well and truly save, keep harmless and fully indemnify the DSSMSSAB and any of its members of the Board of Directors, officers, employees, agents, representatives, invitees, members, volunteers, successors and assigns from and against any and all manner of claims, demands, losses, costs, charges, actions and other proceedings whatsoever which may be brought against or made upon any of them and against all loss, liability, judgments, costs demands or expenses which any of them may sustain, suffer or be put to in respect of any loss, damage, or injury to any person or property directly or indirectly arising out of, resulting from or sustained as a result of the work done by or on behalf of the Proponent or by reason, or on account of, or resulting from or arising out of the performance or rendering of, or the failure to perform or render, or the failure to exercise reasonable care, skill or diligence in the performance or rendering of any work or service required hereunder to be performed or rendered by the Proponent, its agents, directors, officers, officials, servants, employees or Sub Proponents or any of them. The Proponent shall defend, indemnify and hold harmless the DSSMSSAB and any of its members of the Board of Director s, officers, employees, agents representatives, invitees, members, volunteers, from any losses that arise or are related to the Proponent s performance or nonperformance of its obligations, including payment obligations, under this agreement. Upon assuming the defense of any action covered under this section the Proponent shall keep the DSSMSSAB reasonably informed of the status of the 25
matter, and the Proponent shall make no admission of liability or fault on the DSSMSSAB part without the DSSMSSAB s written permission. 27.0 Conflict of Interest Statement In its proposal, the Proponent must disclose to the DSSMSSAB any real, potential or perceived conflict of interest that might compromise the performance of the work. If such a conflict of interest does exist, the DSSMSSAB may, at its discretion, refuse to consider the proposal. The Proponent must also disclose whether it is aware of any DSSMSSAB employee or Board member having a financial interest in the Proponent and the nature of that interest. If such an interest exist or arises during the evaluation process or the negotiation of the Agreement, the DSSMSSAB may, at its discretion, refuse to consider the proposal or withhold the awarding of any agreement to the Proponent until the matter is resolved to the DSSMSSAB s sole satisfaction. If during the proposal evaluation process or the negotiation of the agreement, the Proponent is retained by another client giving rise to a potential conflict of interest, then the Proponent will so inform the DSSMSSAB. If the DSSMSSAB requests, then the Proponent will refuse the new assignment or will take such steps as are necessary to remove the conflict of interest concerned. Proponents are cautioned that the acceptance of their proposal may preclude them from participating as a Proponent in subsequent projects where a conflict of interest may arise. 26
APPENDIX B AGREEMENT TERMS AND CONDITIONS 27
The terms set out in this Appendix shall be incorporated in any Agreement entered into with the selected Proponent. These terms are mandatory and are not negotiable. 1.0 Compliance with Laws The Proponent will be required to comply with all federal, provincial and municipal laws and regulations in performing any services or providing any goods including, without limitation, the Occupational Health and Safety Act, R.S.O. 1990, c. O.1, and the Workplace Safety and Insurance Act, 1997, S.O. 1997, c. 16, Sch. A, or any successor legislation, as applicable, and to provide to the DSSMSSAB, upon request, periodic reports confirming such compliance. 2.0 Privacy, Confidentiality And Proprietary Rights The Municipal Freedom of Information and Protection of Privacy Act (MFIPPA) shall apply to all information and records created and/or shared, pursuant to this Agreement. In the event that the DSSMSSAB discloses information to the Proponent that the DSSMSSAB considers confidential or proprietary and so notifies the Proponent, the Proponent agrees to hold the information with at least the same degree of care and safeguards that it would take with respect to its own proprietary information. PIPEDA means the Personal Information Protection and Electronic Documents Act, S.C. 2000, C.5, including any amendments thereto. PIPEDA Protected Information means any Personal Information or Personal Health Information, as defined under PIPEDA. The Proponent represents and warrants that: a) it shall adhere to standards of Fair Information Practices; b) it shall uphold both the letter and the spirit of the Municipal Freedom of Information and Protection of Privacy Act and related DSSMSSAB policies and procedures; c) it shall forward all public access to information and correction requests made under this Agreement to the DSSMSSAB's Chief Privacy Officer; d) it shall preserve the PIPEDA compliance of all PIPEDA Protected Information transferred to it by the DSSMSSAB; e) it shall ensure the PIPEDA compliance of all PIPEDA Protected Information that it collects in the course of performing its contractual obligations; and f) it shall ensure the PIPEDA compliance of all PIPEDA Protected Information that it transfers to the DSSMSSAB. The Proponent assigns all proprietary rights to information and Deliverables developed during the course of the Agreement with the DSSMSSAB, and shall 28
execute such further documents as may be required to evidence such assignment as information and Deliverables are developed, or thereafter. Title in intellectual property interest [ IP ] to the Deliverables prepared in accordance with the Proponent Proposal and any part thereof vests in the DSSMSSAB upon delivery and acceptance thereof by or on behalf of the DSSMSSAB. The risk of loss or damage to the Deliverables or part thereof so vested shall remain with the Proponent until its delivery of the work in full. The vesting of title to IP shall not constitute acceptance by the DSSMSSAB of the Deliverables and shall not relieve the Proponent of its obligation to perform the work or complete the Deliverables as outlined in the Proponent Proposal. Proprietary information shall be deemed not to include information that is in or becomes in the public domain, without violation of this Agreement by the Proponent; or is already in the possession of the Proponent, as evidenced by written documents, prior to the disclosure thereof by the DSSMSSAB and without violation of this Agreement by the Proponent. The confidentiality provisions shall survive any termination or the completion of this Agreement. 3.0 Intellectual Property Indemnity The Proponent shall indemnify and save harmless the DSSMSSAB, its Board, employees, and agents from and against any losses, liens, charges, claims, demands, suits, proceedings, recoveries and judgments (including legal fees and costs) arising from infringement, actual or alleged, by the Proposal, its use or misuse, or by any of the deliverables developed or provided or supplied under or used in connection with the Services (including the provision of the Services themselves), of any Canadian, American or other copyright, moral right, trade mark, patent, trade secret or other thing with respect to which a right in the nature of intellectual/industrial property exists. 4.0 No Assignment The Proponent shall not assign any part of the project which may be awarded to it under the Agreement without the prior written consent of the DSSMSSAB, which consent shall not be unreasonably withheld. However, such written consent shall not under any circumstances relieve the Proponent of its liabilities and obligations under the RFP, the Proponent s Proposal and the final Contract. 5.0 Proponent s Team The Proponent s team shall be comprised of individuals named in the Proponent Proposal in accordance with the terms and project roles outlined in said Proposal. 29
The Proponent shall not re-assign, transfer, add to or change any member of the Proponent s Team without the written consent of the DSSMSSAB. The Proponent shall provide to the DSSMSSAB an updated resume for any proposed addition to the Proponent s Team and indicate that proposed Team member s project role prior to the involvement of said proposed Team member s involvement in the work. 6.0 Responsibilities The Agreement shall constitute the engagement of the Proponent as an independent contractor through a request for proposal and does not constitute an offer of employment to the Proponent or any of its employees or agents with the DSSMSSAB. The Proponent shall be responsible for paying all income and other taxes as an independent Proponent. The Proponent shall carry Workers Safety and Insurance Board coverage for its employees and any necessary liability insurance coverage. WSIB clearances and CPIC, if so required, shall be provided upon commencement of the work. The Proponent shall not have the authority to make decisions on behalf of the DSSMSSAB, provide direction to the staff of the DSSMSSAB or to bind the DSSMSSAB legally, or incur other obligations, including financial obligations, on behalf of the DSSMSSAB, in relation to the work or the Deliverables 7.0 Communication, Access and Materials The Proponent will report to and receive ongoing direction from the DSSMSSAB. While working within the District of Sault Ste. Marie, the Proponent may have access to work space and equipment provided by the DSSMSSAB at locations to be determined by the DSSMSSAB in consultation with the Proponent as to its requirements. The Proponent may be provided with a visitor card for access to DSSMSSAB offices during business hours, if so required. Work may also be completed from the Proponent s own premises. Any items loaned to the Proponent will be returned to the DSSMSSAB at the end of this Agreement. 8.0 Insurance and Indemnification The Proponent shall, at its own expense, obtain and maintain until the termination of this Agreement, comprehensive general liability insurance on an occurrence basis for an amount not less than Two Million ($2,000,000) Dollars and shall include the DSSMSSAB as an additional insured with respect to the DSSMSSAB s operations, acts and omissions relating to its obligations under this Agreement, such policy to include non-owned automobile liability, personal injury, 30
broad form property damage, contractual liability, owners and contractors protective, products and completed operation, contingent employers liability, cross-liability and severability of interest clauses. The Proponent shall, at its own expense, obtain and maintain until the termination of this Agreement, automobile liability insurance for an amount not less than Two Million ($2,000,000) Dollars meeting all statutory requirements covering all vehicles used in any manner in connection with the performance of the terms of this Agreement. The Proponent shall, at its own expense obtain and maintain until the termination of this Agreement, professional liability insurance covering the work and services of the Proponent as described in this Agreement for an amount not less than Five Hundred Thousand ($500,000) Dollars. The Proponent shall not commence work until such time as the proof of insurance has been filed and approved by the DSSMSSAB. The DSSMSSAB reserves the right to request such higher limits of insurance or other types of policies appropriate to the work as the DSSMSSAB may reasonably require. The Proponent shall, both during and after the term of this Agreement and at all times, hold harmless and fully indemnify the DSSMSSAB and any members of its Board of Directors, officers, employees, agents, representatives, invitees, members, volunteers, successors and assigns from and against any and all manner of claims, demands, losses, costs, charges, actions and other proceedings whatsoever which may be brought against or made upon any of them. This indemnity shall protect against all loss, liability, judgments, costs demands or expenses which any of them may sustain, suffer or be put to in respect of any loss, damage, or injury to any person or property directly or indirectly arising out of, resulting from or sustained as a result of the work done by or on behalf of the Proponent or by reason, or on account of, or resulting from or arising out of the performance or rendering of, or the failure to perform or render, or the failure to exercise reasonable care, skill or diligence in the performance or rendering of any work or service required hereunder to be performed or rendered by the Proponent, its agents, directors, officers, officials, servants, employees or any of them. The Proponent shall defend, indemnify and hold harmless the DSSMSSAB and any of its members of the Board of Directors, officers, employees, agents, representatives, invitees, members, volunteers, from any losses that arise or are related to the Proponent s performance or non-performance of its obligations, including payment obligations, under this Agreement. Upon assuming the defense of any action covered under this section the Proponent shall keep the DSSMSSAB reasonably informed of the status of the matter, and the Proponent shall make no admission of liability or fault on DSSMSSAB s part without DSSMSSAB s written permission. 31
9.0 Ownership of Project Documentation All information, data, plans, specifications, reports, estimates, summaries, photographs and all other documentation prepared by the Proponent in the performance of the Services or the provision of Goods under the Agreement, whether they be in draft or final format, shall be the property of the DSSMSSAB. 10.0 Payment Schedule A payment schedule satisfactory to the DSSMSSAB shall form part of the Agreement. No fees or reimbursable expenses shall become payable to the Proponent pursuant to the Agreement other than pursuant to the signed schedules. The Proponent shall submit invoices in such detail as may be required by the DSSMSSAB, and the DSSMSSAB reserves the right to require further proof or documentation from the Proponent in respect of the Work, the services performed, the Deliverables, the goods provided or the expenses incurred by the Proponent and the Proponent shall provide, without delay, such further proof or documentation. If the DSSMSSAB does not approve of the Goods, Services or Deliverables which are the subject of the invoice, the DSSMSSAB shall advise the Proponent in writing of the reasons for non-approval and the Proponent shall remedy the problem at no additional cost to the DSSMSSAB before the DSSMSSAB shall be obliged to pay the invoice or any part of it, as the case may be. The Proponent shall be solely responsible for the payment of all personnel (including without limitation subcontractors and suppliers and their respective personnel) made available by it and used for performance of any of the Services. 11.0 Termination The DSSMSSAB may terminate this Agreement at any time, with or without cause, on 10 days prior written notice. In the event of termination without cause, the Proponent will accept, in full and final satisfaction of all amounts due under this Agreement, payment for work performed to the date of termination, on a pro-rated basis in accordance with the provisions of this Agreement, and up to the maximum for that phase of the Deliverables as set out in the Proponent Proposal. The parties agree that the Proponent shall have the right to terminate this Agreement on 10 days prior written notice should the DSSMSSAB fail substantially to perform its obligations in accordance with the terms of this Agreement through no fault of the Proponent. The Proponent will accept, in full satisfaction of any and all claims under this Agreement, payment for work performed to the date of such termination, 32
on a pro-rated basis in accordance with the provisions of this Agreement, and up to the maximum for that phase of the work and the Deliverables as set out in the Proponent Proposal. The Proponent shall not be entitled to terminate this Agreement early, except for cause, cause being defined as the DSSMSSAB failing to substantially perform its obligations under this Agreement. Should the Proponent fail from any cause whatsoever to perform the work provided for by this Agreement, or fail to perform the work or complete the Deliverables in a manner satisfactory to the DSSMSSAB, then, in either case, all payments made by the DSSMSSAB to the Proponent shall cease as of the date of such failure and the Proponent shall have no claim against the DSSMSSAB except for the work and Deliverable which has been satisfactorily performed by the Proponent under this Agreement up to the time of such failure. All additional expenses to the DSSMSSAB arising from such failure to perform shall be paid by the Proponent to the DSSMSSAB forthwith upon demand. In cases of dispute as to whether the performance of work or the Deliverables prepared and provided by the Proponent meet the requirements of the DSSMSSAB, the decision of the DSSMSSAB CAO shall be final and binding. In the event of the termination of this Agreement, the DSSMSSAB may transfer the incomplete work or the Deliverables prepared by the Proponent to another Proponent. The Proponent shall provide all work in progress in a format suitable for such transfer. The Proponent shall provide any such materials in a format suitable for transfer, or such materials as are otherwise not already in the DSSMSSAB s possession or control, at its own expense. Any costs incurred by the DSSMSSAB with respect to the transfer of the incomplete work or the Deliverables to another Proponent as a result of termination for cause shall be invoiced to the Proponent and payable forthwith, or offset against amounts owing to the Proponent on any outstanding invoices from the Proponent. Should a delay or failure to perform obligations under this Agreement due to fires, strikes, floods, acts of God or the Queen s enemies, lawful acts of public authorities, or delays or defaults caused by common carriers, which cannot reasonably be foreseen or provided against, neither party shall be held responsible. The DSSMSSAB and the Proponent may amend this Agreement to provide additional time or other remedies to facilitate the completion of the work and/or the Deliverables. In the event that the parties are unable to reach a satisfactory resolution to permit the completion of the work and/or the Deliverables, the Agreement shall be deemed to be terminated. 12.0 Applicable Law This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein, 33
and each of the parties hereto hereby irrevocably adheres to the jurisdiction of the courts of the Province of Ontario. 34
APPENDIX C CURRENT SERVER ENVIRONMENT 35
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APPENDIX D DEPARTMENT INSIGHTS 37
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