INVITATION TO TENDER

INVITATION TO TENDER General Contractors for MH & A Tertiary Adult Rehabilitation Program (TARP) at Parkholm Place Project Number REG 05-105 ISSUE DATE 10/07/2010 CLOSING LOCATION: Fraser Health Authority Facilities Planning and Real Estate Suite 300, 10233 153 rd Street, 3 rd Floor Reception Desk Surrey B.C. V3R 0Z7 CLOSING DATE AND TIME: NOTICE: 10/28/2010 AT 15:00 HOURS LOCAL TIME Please submit one signed paper copy of your bid. Except where clearly indicated, no changes are to be made to the format or content of this document by the contractor. RECEIPT CONFIRMATION: Contractors intending to submit a proposal shall complete the Receipt Confirmation Form (enclosed) and return as soon as possible. SITE EXAMINATION/VISIT: A site examination is scheduled on 10/20/2010 and time at 2:00 pm Chilliwack General Hospital, 45600 Menholm Road, Chilliwack, BC, Entrance. Attendance at the site examination is highly recommended. Elizabeth Zhu Procurement Coordinator Fraser Heath Authority 300-10233, 153 rd St. Surrey BC V3R 0Z7 tel: 604-587-4789 Elizabeth.Zhu@fraserhealth.ca Issue Date: 10/07/2010 Page 1 of 16

TABLE OF CONTENTS INVITATION TO TENDER...1 PROFILE OF THE FRASER HEALTH AUTHORITY...3 RECEIPT CONFIRMATION FORM...4 PROJECT SCOPE...5 FHA PRE-QUALIFIED GENERAL CONTRACTORS...5 TENDER DOCUMENT AVAILABILITY...5 MANDATORY CRITERIA...6 AWARD...6 TERMS AND CONDITIONS...8 CONCERNS WITH TERMS & CONDITIONS...12 CONFLICT OF INTEREST AND STATEMENT OF FULL DISCLOSURE...13 FHA PRIVACY PROTECTION SCHEDULE...15 Page 2 of 16

PROFILE OF THE FRASER HEALTH AUTHORITY From Burnaby to White Rock to Hope, the Fraser Health Authority serves over 1.5 million people. We are a community of people who share the common goal of ensuring every resident in the health authority has access to quality health care when they need it. Our quality health care services range from acute care hospitals to community-based residential, home health, mental health and public health services. The Fraser Health Authority is the fastest growing and most populous of the health authorities in British Columbia. The population has almost doubled in size since 1981. By 2010, the population is expected to increase to over 1.62 million. Fraser Health represents 22 municipalities and a large number of communities ranging in size from small rural communities such as Hope, to large, rapidly growing suburban centers such as Surrey. Quick facts about FHA: Oversees the operation of 12 acute care hospitals, with a total of about 2,194 acute care beds Maintains about 7,000 community residential beds Total population of 1.5 million (1/3 of British Columbia's population) Twenty-eight percent of the Fraser Valley population is considered rural. 23,000 staff; 2,300 physicians Annual budget of $2.2 billion 422,248 emergency visits (06/07 fiscal year) The Fraser Health Authority is comprised of the following health areas: (Fraser North) Servicing: Burnaby, New Westminster, Coquitlam, Port Coquitlam, Port Moody, Anmore, Belcarra, Pitt Meadows, and Maple Ridge (Fraser South) Servicing: Delta, Langley, Surrey, and South Surrey/White Rock (Fraser East) Servicing: Abbotsford, Chilliwack, Mission, and Hope www.fraserhealth.ca Page 3 of 16

RECEIPT CONFIRMATION FORM Contractors intending to submit a proposal shall complete the Receipt Confirmation Form (enclosed) and return as soon as possible. All subsequent information regarding the TENDER including changes made to this document will be directed only to those Contractors who return the form. FHA will distribute subsequent information (if applicable) to the contact person indicated on the completed form. TENDER Number: REG-05-105 Description: MH & A Tertiary Adult Rehabilitation Program (TARP) at Parkholm Place This form acknowledges receipt of the above noted document. Company Name: Print Contact Name: Position: Phone: Fax: Email: Date: Send further correspondence to the above noted person. Email or Fax to: Elizabeth Zhu Facilities Planning and Real Estate Elizabeth.Zhu@Fraserhealth.ca Fax: 604-587-4773 Page 4 of 16

INVITATION TO TENDER 1. SUMMARY OF THE REQUIREMENT Signed Tenders on the Bid Form supplied are invited from General Contractors. Please submit one signed paper copy of your bid. 2. PROJECT SCOPE The work consists of: Project brief, as described in Tender Documents. The MH & A Tertiary Adult Rehabilitation Program (TARP) at Parkholm Place in Chilliwack has been officially named, Cedar Ridge mental health program at Parkholm Place in Chilliwack. Working facility names were used initially until name selection was complete and the official name approved. 3. FHA PRE-QUALIFIED GENERAL CONTRACTORS Only General Contractors prequalified by FHA for Acute Care or Non Acute/Residential Care & TI projects $100K or more may bid on this tender. The FHA will not consider a proposal from a firm not already pre-qualified or a firm prequalified by FHA for Acute Care or Non Acute/Residential Care & TI projects less than $100K. The prequalification lists may be viewed at the FH website under Business Center, Facilities and Construction: www.fraserhelath.ca About Us Business Center Facilities and Construction Pre-Qualification of Suppliers and Consultants 4. TENDER DOCUMENT AVAILABILITY 1. Tender documents may be viewed and obtained via BC Bid website http://www.bcbid.gov.bc.ca/open.dll/welcome. The documents will be available for viewing at the following locations: Vancouver Regional Construction Association 3636 East 4 th Avenue Vancouver, B.C. V5M 1M3 and Abbotsford Plan Room: 103-2142 West Railway Street Abbotsford, BC V2S 2E2 One set of Tender Documents will be available for viewing purpose at Site Examination. 2. Tender documents are made available only for the purpose of obtaining offers for this Project. Their issue does not confer a license or grant for other purposes. Page 5 of 16

3. Upon receipt of the Tender documents, contractors are to verify documents are complete and immediately notify the consultant upon finding discrepancies or omissions in the Tender documents. 5. Contractors shall be solely responsible for the delivery of their Tenders in the manner and time prescribed. 6. Only those Contractors who submit a bid are invited to attend the opening 7. Electrical and Mechanical sub-trades are expected to exceed $100K, contractors will follow Bid Depository procedures unless specifically directed not to by FHA Facilities Procurement. 8. Delivery of Bid: Refer to Instructions to Bidders in Project Manual 9. Bonding Requirements: Refer to Instructions to Bidders 10. Revision/Amendments to Bid: Refer to Instructions to Bidders 11. Queries-Addenda: Refer to Instructions to Bidders 12. Acceptance of Tender: Refer to Instructions to Bidders 13. FORM OF CONTRACT The Standard construction Document CCDC2/2008 Stipulated Price Contract and Fraser Health Authority Supplementary Conditions shall be used for the Project. 14. MANDATORY CRITERIA The following are mandatory criteria for services required under this Tender. Tenders that do not meet the mandatory requirements will be rejected and returned to the respondent. Mandatory Criteria The Tender must be received at the closing location by the specified closing date and time. The Tender must be in English Responses must not be sent by Facsimile Responses must not be sent by E-Mail The Respondent must sign and return the bid form Bid Form must be fully completed with no blanks. A Bid Bond equal to 10% of the total bid price must be included in the tender. 15. AWARD 1. If awarded this tender the successful contractor will within fifteen calendar days: a) Execute the Canadian Standard Construction Document - CCDC-2 2008 amended by the Fraser Health Authority Supplementary General Conditions. b) Provide the documents as stipulated by the General Conditions and Fraser Health Authority Supplementary General Conditions. (certificate of insurance, performance and labour and material payment bonds etc) Page 6 of 16

c) Provide proof of the appropriate municipal business licenses required for this project. d) Commence the Work. 2. The successful contractor shall be in good standing with Worksafe BC. If awarded this tender the successful contractor will within 5 calendar days after contract awarded: a) Provide a Worksafe BC Registration number and Worksafe BC clearance letter 3. Fraser Health is planned to start the project in Nov 2010 and have the project substantially completed by 05/17/2011 General Contractor is requested to submit intended project time schedule as part of bid, refer to Bid Form. Page 7 of 16

TERMS AND CONDITIONS Advertisement: The successful Contractor/Consultant will not use the name of the Fraser Health Authority (FHA) or any of the individual Hospital/Facility site names or any contents of this document in any advertising or publications without prior written consent from the Fraser Health Authority. Affiliates or Contracted Facilities: These are independent entities and as such, reserve the right to make independent decisions that represent their best value. Agreement on Internal Trade (AIT): FHA is subject to the terms and conditions of the Agreement on Internal Trade Annex 502.4 as of April 1, 2002. Amendments: Any revision/amendments to the proposal must be made in writing, before the closing date. Telephone communication will not be accepted. Appendices: If noted and attached to the Tender, TENDER, RFQ or RFT are considered as part of the Tender, TENDER, RFQ or RFT for all purposes. Bid Opening: Tender s will be opened in Private. Only Contractors who provide a bid may be invited to the opening. Budget and Funding: FHA reserves the right to cancel this request if the offers received do not fall within the budgets allocated for the project. Business Registration: The successful Contractor may be required to register to conduct business in the Province of British Columbia. Changes to Proposal Wording: The Contractor will not change the wording of its proposal after closing and no words or comments will be added to the proposal unless requested by FHA for purposes of clarification. Confidentiality: Responses submitted in confidence to the FHA shall so be honoured. The FHA will not release to the public, any specific information regarding any submitted responses except as may be required under law. Contract awards that equal or exceed ten thousand dollars ($10,000) are posted on external and internal media bulletin boards or sites. Contractors shall treat all information received through the competitive bidding process as confidential. Cost of Proposal Preparation: FHA will not assume any responsibility or liability for any costs incurred by the Contractor in the preparation of their proposal submission. Cross Reference: All questions or statements that cannot be answered in the space provided, or the Contractor needs to elaborate on a particular question or statement and requires additional documentation space, they may submit the additional information as an appendix and must ensure they have clearly cross-referenced the appendix back to the appropriate question or statement. The FHA will not read or interpret Contractor submitted information that is not clearly cross-referenced to the appropriate question or statement. For example, See Standard Company Brochure or Overview, Financial Statement, Service Agreement or Purchase Agreement will not be accepted as a response to a question or statement in the TENDER. Currency: All proposals and bid submissions will be in Canadian Dollars. Debriefing: Unsuccessful Contractors may contact the FHA for a debriefing. Only their submission will be reviewed. Page 8 of 16

Division of Contract Award: FHA reserves the right to divide the contract between two (2) or more contractors if applicable. Elaboration of Proposal Content: Contractors may attach further written elaboration of their Proposal. If they are included as an appendix, the Contractors are to ensure they are cross-referenced to the appropriate question or statement in the TENDER. Electronic Copy Vs Paper Copy Discrepancy: In the event of a discrepancy between FHA s electronic copy of the TENDER and the paper copy, the paper copy will prevail. Eligibility: Proposals will not be evaluated if the Contractor s current or past corporate or other interests may, in the FHA s opinion, give rise to a conflict of interest in connection with this TENDER. Proposals from non-profit agencies will be evaluated against the same criteria as those received from any other Contractor. Freedom of Information and Protection of Privacy Act ( FOIPPA ): FHA is subject to legislation governing the protection of personal privacy. FOIPPA governs the collection, use, retention, security and disclosure of Personal Information managed by public organizations. Personal Information is any recorded information about an identifiable individual, including name, home address and medical history. The proposed Agreement may involve the collection, use, retention, security and disclosure of Personal Information as defined in FOIPPA. The FHA Privacy and Protection Schedule (attached) apply to the Contractor and any subcontractor and is part of the proposed Agreement. All Contractors will provide, in their response, information about their Personal Information protection policies, explaining how they, and any subcontractor they propose to use, will comply with FOIPPA and the FHA Privacy and Protection Schedule to ensure storage of or access to Personal Information remains within Canada. Under FOIPPA, any FHA records are subject to access by the public. The FHA shall keep confidential all such information provided by the Contractor to the greatest extent permitted under FOIPPA and shall comply with the provisions of FOIPPA relating to third party information. The Contractor shall at all times comply with all requirements of the FHA to protect confidential information from disclosure. Governing Law: Any contract resulting from the TENDER will be governed by and will be construed and interpreted by the laws and courts of the Province of British Columbia. Included Words: Wherever the singular or masculine is used, the same will be deemed to include the plural or the feminine or the body corporate where the contract so requires. Industry Meanings: Words and phrases used in the TENDER or any resulting Contract that have acquired special meanings in the health care industry will be interpreted in accordance with the special meanings attached to those words and phrases in the health care industry. Irrevocability of Proposals: By submission of a clear and detailed written notice, the Contractor may amend or withdraw its proposal prior to the closing date and time. Upon closing time, all proposals become irrevocable for a period of 30 days and if required by the FHA, the Contractors shall enter into good faith negotiations with the FHA as described in this TENDER. Late Proposal Submissions: Contractor proposals or submissions that are received after the closing date and time specified will not be accepted for consideration. The Contractor s submission will be returned. Page 9 of 16

Law and Regulations: Contractor shall comply with and, upon request of FHA, furnish certificates of compliance with all applicable Provincial and Municipal laws and with all applicable rules, orders, regulations or requirements issued there under, and shall indemnify FHA against any damages by reason of violations of this paragraph. Any contract arising from this TENDER will be governed in all respects by the laws and courts of the Province of British Columbia. Liability for Errors: FHA has used considerable efforts to ensure an accurate representation of information in the TENDER. The information is provided as a guide for Contractors. The TENDER is not intended to relieve the Contractors from forming their own opinions and conclusions with respect to the matters addressed in the TENDER. License and Registration: All Contractors or bidders must be incorporated and have obtained licenses where required by legislation. Corporations submitting proposals shall be registered in the Province of British Columbia. Limitation of Damages: By submitting a proposal, tender or quotation to the FHA, the Contractor agrees that it will not claim damages, relating to the Contract or in respect to the Competitive Bidding process, in preparing and submitting its proposal. The Contractor also agrees to waive any claim for damages for loss of profits if no resulting contract or agreement is completed or awarded to the Contractor. No Claim: Except as expressly and specifically permitted in these Instructions to Contractor, no Proponent shall have any claim for any compensation of any kind whatsoever, as a result of participating in this process, and by submitting a response each proponent shall be deemed to have agreed that it has no claim. Non-Compliance: Submission of this bid shall be construed by the FHA to mean that the Contractor /contractor/consultant agrees to carry out all of the conditions set forth in this document as well as any Specific Terms and Conditions that may be pertinent for each requirement. Any proposed variation from these conditions must be clearly identified. Provide details of any non-compliance with the stated terms and conditions on the Concerns with Terms and Conditions contained herein. Failure to answer all questions or provide the requested information may disqualify your bid from consideration. At its' sole discretion, the FHA reserves the right to waive minor non-compliances. Numeric Notations or Discrepancy: In the event of a numerical discrepancy or error discovered in the Contractor s submission, the written number shall prevail. No adjustments or changes are permitted and the Contractor is required to honour their submission as stated. Ownership of Proposals: All documents will be received and held in confidence by the FHA, subject to the provisions of the Freedom of Information and Protection of Privacy Act (FOIPPA) and the Freedom of Information Protection of Privacy Amendment Act. (Bill 73). Suppliers may retrieve their proposal anytime prior to the closing date after which the documents become the property of the Fraser Health Authority. Pre-Bid Contractor Meeting: A Contractor meeting may be held at the time and location specified in the TENDER. If a meeting is held, a transcript of minutes of the meeting will be distributed to those Contractors who have returned the Receipt Confirmation Form and attended the Pre-Bid meeting. Oral questions at the meeting will be permitted, however, questions of a complex nature or questions where the Contractor requires anonymity, should be forwarded in writing, prior to the meeting and to the person designated in the TENDER. If a pre-bid meeting has been identified in the TENDER as Mandatory, only those Contractors that attend the pre-bid meeting would be eligible to submit a proposal. Attendance will be recorded for Mandatory Pre-Bid meetings. Page 10 of 16

Privilege Clause: FHA will not be bound to accept the lowest bid and reserves the right to accept, reject or cancel, in whole or in part, any and all proposals, Tenders or quotations. Pricing Irregularities: Fraser Health reserves the right to request clarification from the bidder and correct price irregularities as long as unit prices are not altered or changed from the original bid amount. Signed Proposals: Contractor s proposal must be signed by a person authorized to sign on behalf of the Contractor and to bind the Contractor to statements made in response to the TENDER. Sub-Contracting: Contractors are to identify all proposed sub contractors including the company name, contact name, phone number, fax number, email address, type of service the sub-contractor will be performing or providing and the length of time the Contractor has been using the Sub- Contractor. Additional Sub-Contractors will not be added nor will other changes be made to this list without the written consent of FHA. Taxes: FHA is subject to Provincial Sales Tax and the Goods and Services Tax. Contractor is requested to specify the tax status of the goods/services/equipment being quoted. Terms and Conditions: If Specific Terms and Conditions are used within this document they will take precedence over general or standard terms and conditions. Trade Investment and Labour Mobility Agreement (TILMA): FHA is subject to the terms and conditions of the TILMA Agreement, as of April 1, 2009. Unsigned TENDER Submissions: Unsigned proposal submissions will not be considered. WorkSafe BC- The contract may contain a provision that the Supplier or Contractor and any approved sub-contractors must be registered with the WorkSafe BC, in which case, WorkSafe BC coverage must be maintained for the duration of the contract. Prior to receiving any payments, the Contractor may be required to submit a WorkSafe BC Clearance letter indicating that all WorkSafe BC assessments have been paid. Suppliers or Contractors are responsible to provide annual Clearance letters for the duration of the contract. For international Suppliers, a similar or other recognized alternative body or organization might be considered. The Supplier must demonstrate the alternative organizational certification is of equal quality and scope of the WorkSafe BC. Working Language: The working language of the FHA is English and all responses to the TENDER will be in English. Definitions/Terminology "RFP" means Request for Proposal, "RFT" means Request for Tender, "RFQ" means Request for Quotation. "PO", "Purchase Order" means a contract to Buy or Purchase issued by an authorized individual of the specific health area that corresponds to the submission. "FHA" means Fraser Health Authority. "FHA", "Health Area", Owner Region means the FHA and any specified health delivery in the RFP. "Supplier", "Bidder", Contractor, General Contractor, Proponent, Vendor, means an individual or company that submits or intends to submit a proposal in response to the submission. "Contract" means the written agreement or Purchase Order resulting from a submission executed by the FHA and the successful Bidder. "must, "mandatory" means a requirement that must be met in accordance for the submission to receive consideration. "should", "request", "will", "desirable", "preferred" means a requirement having a significant degree of importance to the objectives of the submission. "proposal", "submission" means the document where the information is contained that is being submitted by a Supplier which includes Mandatory information, subsequent questions and answers, clarifications, presentations, marketing information and any/all correspondence referring to the Tender/RFP/RFT/RFQ. Page 11 of 16

CONCERNS WITH TERMS & CONDITIONS If any of the terms or conditions within this document are not acceptable to your company please note the details below and include this page with your tender. 1. State section of TENDER 2. State Term or Condition Number 3. State explanation of Concern 4. Suggested Alternative 1. State section of TENDER 2. State Term or Condition Number 3. State explanation of Concern 4. Suggested Alternative 1. State section of TENDER 2. State Term or Condition Number 3. State explanation of Concern 4. Suggested Alternative Contractor are advised that all variations from stated conditions will be reviewed and MAY negatively impact the review/assessment of their tender. Page 12 of 16

Conflict of Interest and Statement of Full Disclosure Conflict of Interest The Health Area has a Conflict of Interest Policy governing all employees and medical staff. We ask that all Contractors respect the intent of this Policy and disclose any financial transactions, activities or relationships that may be viewed as a potential Conflict of Interest. If information has been previously disclosed, an update should be provided if changes or new activities are initiated. Statement of Full Disclosure A summary table is provided. Contractor is to include all funding support (including gifts) if applicable that may or may not have been provided to the FHA to present date. Failure to identify such support in this disclosure document may result in cancellation of the contract or other contracts already signed and in force. ESTIMATED TYPE OF FUNDING SUPPORT Capital Equipment Seminars Travel Supplies Educational Support Research Support Drug Trials Projects Publications Other Major Donations Other Funding(specify) Corporate Agreement TOTAL SITE OR LOCATION DEPARTMENT RECIPIENT MARKET VALUE Non compliance or failure to reveal all transactions may lead to suspension of future business relations. (Attach details as an appendix and cross- reference to this section, if this table is not sufficient space to capture the data.) Please mark N/A, if this form is not applicable to you. This page shall be included with your bid submission documents Page 13 of 16

For Information Purposes Only TITLE SECTION Conflict of Interest Board & Governance AUTHORIZATION DATE APPROVED DATE REVISED President & CEO 05 February 1997 July 2000 POLICY Persons acting in a decision-making capacity on behalf of the Region are required to disclose all potential situations in which a conflict of interest may arise, such as: Any positions or financial interests held in any concern from which the Region purchases goods or services. Any positions or financial interests held in any concern that is in competition with the Region. Any direct or indirect competition with the Region in the purchase or sale of property or property rights, interest, or services. Any governing body memberships or managerial or consultative relations with any outside concern that does business with or competes with the Region. Any other matter in which the individual's ability to act in the best interest of the Region may be compromised by a competing interest outside the Region. Departure from any of these policies by Health Board employees or members of the medical staff without prior specific approval of the Health Board or the President may be cause for dismissal or suspension of privileges. Gifts, hospitality, favours, or funds shall not be accepted from any outside concern that either provides goods or services to the Region, seeks to provide goods or services to the Region, does business with the Region, or is in competition with the Region (outside the normal exchange of hospitality between persons doing business in this province). Disclosure or use of inside information relating to the Health Board for the personal profit of the individual or to the advantage of any business entity in which the individual holds a position or has a financial interest is prohibited. Health Board members and the President are required to declare their individual potential for conflict of interest at a duly constituted meeting of the Health Board or its committees/task groups. The declaration shall be recorded in the minutes. Pertinent to the duties of the President, the Health Board shall determine the potential for conflict of interest and the extent of the restraint necessary. Whenever a Health Board member is faced with a conflict of interest arising during a Health Board or committee/task group meeting or pertinent to the business of the Health Board, that member must declare his or her interest and abstain from the discussion and voting on the issue. That member may be asked to leave the meeting for that portion concerning the conflict of interest. Where a Health Board member has declared a conflict of interest, that Health Board member shall not be counted for quorum purposes on any matter pertinent to the conflict. Provided the quorum requirements are satisfied without counting the temporarily ineligible Health Board member, a majority of the disinterested Health Board members shall provide direction and policy. Health Board members, employees and members of the medical staff shall: Not engage directly or indirectly any personal business transaction or private arrangement for personal profit which accrues from, or is based upon, their official position or authority or upon confidential or non-public information which they gain by reason of such position or authority Not have pecuniary or other interests that could conflict in any manner with the discharge of their duties. Involvement or employment outside the corporation or financial or other interests which reduce or demonstrate the potential to reduce the ability to give the corporation impartial or disinterested service must be clearly avoided. Arrange their private affairs in a manner which prevents conflicts of interest from arising Not divulge confidential or restricted information to any unauthorized person, or release such information in advance of authorization for its release PROCEDURE 1. Employees and members of a medical staff shall advise a Vice President, or designate, in writing, of the nature of the potential for conflict interest. Vice Presidents must so advise the President. 2. Pertinent to the decision-making capacity of any employee or member of a medical staff, the President or Vice President shall determine the potential for conflict of interest related to the conduct of Region business and the extent of restraint necessary. Page 14 of 16

FHA PRIVACY PROTECTION SCHEDULE Purpose 1. The purpose of this Schedule is to: (a) enable the Public Body to comply with its statutory obligations under the Act with respect to person information; and (b) ensure that, as a service provider, the Contractor is aware of and complies with its statutory obligatio under the Act with respect to personal information. Definitions 2. In this Schedule, (a) Act means the Freedom of Information and Protection of Privacy Act (British Columbia), as amended fro time to time; (b) contact information means information to enable an individual at a place of business to be contacted a includes the name, position name or title, business telephone number, business address, business email business fax number of the individual; (c) personal information means recorded information about an identifiable individual, other than conta information, collected or created by the Contractor as a result of the Agreement or any previous agreeme between the Public Body and the Contractor dealing with the same subject matter as the Agreement. Requests for access to personal information 3. If the Contractor receives a request for access to personal information from a person other than the Public Body, t Contractor must promptly advise the person to make the request to the Public Body unless the Agreement express requires the Contractor to provide such access and, if the Public Body has advised the Contractor of the name or ti and contact information of an official of the Public Body to whom such requests are to be made, the Contractor mu also promptly provide that official s name or title and contact information to the person making the request. Protection of personal information 4. The Contractor must protect personal information by making reasonable security arrangements against such risks unauthorized access, collection, use, disclosure or disposal, including any expressly set out in the Agreement. Storage and access to personal information 5. Unless the Public Body otherwise directs in writing, the Contractor must not store personal information outsi Canada, access personal information from outside Canada, or permit access to personal information from outsi Canada. No services that require access to personal information shall be provided or performed by the Contractor any location outside of Canada. Audit 6. The Contractor shall permit the Public Body and/or its representatives and agents to conduct periodic audits records related to performance by the Contractor, its employees, agents, representatives, associates and permitt subcontractors, if any, of the Contractor s obligations under this Schedule. 7. The Contractor will at all times maintain and make available to the Public Body an Audit Log of access to person information. The Audit Log will list who, when and for what reason personal information was accessed. Use of personal information 8. Unless the Public Body otherwise directs in writing, the Contractor may only access personal information if th access is: (a) for the performance of the Contractor s obligations, or the exercise of the Contractor s rights, under t Agreement; and (b) in accordance with section 13. Disclosure of personal information 9. Unless the Public Body otherwise directs in writing, the Contractor may only disclose personal information insi Canada to any person other than the Public Body if the disclosure is for the performance of the Contracto obligations, or the exercise of the Contractor s rights, under the Agreement. 10. Unless the Agreement otherwise specifies or the Public Body otherwise directs in writing, the Contractor must n disclose personal information outside Canada. Employee Access 11. The Contractor will provide a list of employees that will have access to personal information. Each of the specifi employees will execute a confidentiality agreement. Approval of the public body must be obtained before a employee of the Contractor accesses personal information. Employees who have not obtained approval from t Public Body must not access personal information. 12. In addition to any other rights of inspection the Public Body may have under the Agreement or under statute, t Public Body may, at any reasonable time and on reasonable notice to the Contractor, enter on the Contracto Page 15 of 16

premises to inspect any personal information in the possession of the Contractor or any of the Contracto information management policies or practices relevant to its management of personal information or its complian with this Schedule and the Contractor must permit, and provide reasonable assistance to, any such inspection. Compliance with the Act and directions 13. The Contractor must in relation to personal information comply with: (a) the requirements of the Act applicable to the Contractor as a service provider, including any applicable order the commissioner under the Act; and (b) any direction given by the Public Body under this Schedule. 14. The Contractor acknowledges that it is familiar with the requirements of the Act governing personal information th are applicable to it as a service provider. Notice of non-compliance 15. If for any reason the Contractor does not comply, or anticipates that it will be unable to comply, with a provision this Schedule in any respect, the Contractor must promptly notify the Public Body of the particulars of the no compliance or anticipated non-compliance and what steps it proposes to take to address, or prevent recurrence the non-compliance or anticipated non-compliance. Termination of Agreement 16. In addition to any other rights of termination which the Public Body may have under the Agreement or otherwise law, the Public Body may, subject to any provisions in the Agreement establishing mandatory cure periods defaults by the Contractor, terminate the Agreement by giving written notice of such termination to the Contract upon any failure of the Contractor to comply with this Schedule in a material respect. Interpretation 17. In this Schedule, references to sections by number are to sections of this Schedule unless otherwise specified in th Schedule. 18. Any reference to the Contractor in this Schedule includes any subcontractor or agent retained by the Contractor perform obligations under the Agreement and the Contractor must ensure that any such subcontractors and agen comply with this Schedule. 19. The obligations of the Contractor in this Schedule will survive the termination of the Agreement. 20. If a provision of the Agreement (including any direction given by the Public Body under this Schedule) conflicts with requirement of the Act or an applicable order of the commissioner under the Act, the conflicting provision of t Agreement (or direction) will be inoperative to the extent of the conflict. 21. The Contractor must comply with the provisions of this Schedule despite any conflicting provision of this Agreement or the law of any jurisdiction outside Canada. Page 16 of 16