CN21-035T Roof Retrofit at Various Schools  (12)

The Contractor shall start the project as soon as possible when the contract is awarded.  The successful Contractor shall submit a project schedule to the Board immediately upon award of the Contract.  This project shall be substantially completed by:  

This project shall be substantially completed by: March 31, 2021   

Hours of Work:  Non-destructive work can be performed during regular hours.  Any work effecting school operation shall be carried out after hours or on the weekend in accordance with the city by-law

Contract Specialist: Chris Nicoloff

PART A:        INSTRUCTIONS TO BIDDERS

Bids are invited from qualified Bidders to enter into Contract(s) on a non-exclusive basis with the Board to provide the Goods or Services as listed herein and more specifically in the Request.

Bidders shall promptly examine the entire Request after receipt.  Any errors, omissions or ambiguities discovered therein prior to the Closing Date and Time should be reported to the person named in the Request.  If necessary, and time permits, an Addendum may be issued to all Bidders before the Closing Date and Time.  Unless confirmed by Addendum, Bidders shall not take into consideration any information which could modify the Request.

Submission Requirements

ELECTRONIC BID SUBMISSIONS ONLY shall be received by the Bidding System, no later than 2:00:00 p.m. (14:00:00 hours) local time, on the Closing Date.  

All Bidders shall have a Bidding System vendor account and be registered as a plan taker for this Bid opportunity, which will enable the Bidder to download the Request, to receive Addenda/Addendum email notifications, download Addenda and to submit their Bid electronically through the Bidding System.  

Bidders are cautioned that the timing of their Bid submission is based on when the Bid is received by the Bidding System, not when a Bid is submitted by a Bidder, as Bid transmission can be delayed in an “internet traffic jam” due to file transfer size, transmission speed, etc.  

For the above reasons, the Board recommends that Bidders allow sufficient time to upload their Bid submission and attachment(s) (if applicable) and to resolve any issues that may arise.   The Closing Date and Time shall be determined by the Board's Bidding System web clock.

Bidders should contact the purchasing representative listed in the bid document, at least twenty-four (24) hours prior to the closing time and date, if they encounter any problems.  The Bidding System will display a confirmation page and send a confirmation email to the Bidder advising that their bid was submitted successfully.  If you do not receive a confirmation email, contact the purchasing representative immediately.

The Board will not take responsibility for Bids delivered to the Board but not submitted to the Bidding System. Bids delivered after the date and time specified will not be considered.  Bids delivered in a manner other than as specified will not be considered.  Fax and e-mail responses will not be considered. Notwithstanding anything to the contrary contained in any applicable statute relating to electronic documents transactions, including the Electronic Commerce Act, 2000, S.O. 2000, c. 17, any notice, submission, statement or other instrument provided in respect of the Request may not be validly delivered by way of electronic communication, unless otherwise provided for in this Request.

To ensure receipt of the latest information and updates via email regarding this bid, or if a Bidder has obtained this Bid Document from a third party, the onus is on the Bidder to create a Bidding System vendor account and register as a plan taker for the bid opportunity at https://tdsb.bidsandtenders.ca  or https://bidsandtenders.ca.

Withdrawal of Bids Prior to Submission Deadline

Bidders may edit or withdraw their Bid submission prior to the Closing Date and Time.   However, the Bidder is solely responsible for:

• making any required adjustments to their Bid; 
• acknowledging the addendum/addenda; and
• ensuring the re-submitted Bid is received by the Bidding System no later than 2:00:00 p.m. (14:00:00 hours) local time, on the Bid Closing Date.

Irrevocable Bid

The Bid, once submitted, may be accepted by the Board, in whole or in part, for a period of 120 days from the Closing Date and Time and is irrevocable during that period.

Right to Disqualify

The Board reserves the right to disqualify Bids not submitted in strict accordance with the requirements of the Request.

Accuracy of Information/Liability for Errors or Omissions

While the Board has used considerable efforts to ensure an accurate representation of information in this document, the information contained in it is supplied solely as a guideline for Bidders. Any data contained in this Request or provided by way of Addenda are estimates only and are for the sole purpose of indicating to Bidder the general size of what is being requested hereunder.  The information is not guaranteed or warranted to be accurate by the Board, nor is it necessarily comprehensive or exhaustive. Nothing in this document is intended to relieve Bidders from forming their own opinions and conclusions with respect to the matters addressed in this Request. It is the Bidder’s responsibility to avail itself of all the necessary information to prepare a Bid submission in response to this Request.

Communications with Board

All Communications regarding any aspect of this Request must be submitted through the Board’s bid portal at https://tdsb.bidsandtenders.ca/Module/Tenders/en (the “Bid Portal”).

Bidders that fail to comply with the requirement to direct all communications to the Bid Contact may be disqualified from this Bid process. Without limiting the generality of this provision, Bidders shall not communicate with or attempt to communicate with the following as it relates to this Request:

• any employee or agent of the Board; and
• any member of the Board’s governing body including, without limitation, the director, officers, trustees, superintendents, and any advisors

Bidders shall promptly examine this Request and all Appendices, including the CCDC2 – Stipulated Price Contract, Supplementary Conditions to CCDC2 – Stipulated Price Contract and shall report any errors, omissions or ambiguities and may direct questions or seek additional information through the Bid Portal.

It is the responsibility of the Bidder to seek clarification, by submitting questions to the Bid Portal, on any matter it considers to be unclear. The Board shall not be responsible for any misunderstanding on the part of the Bidder concerning the Request or its process.

In the event a Bidder has any reason to believe that an error, omission or ambiguity appropriate, the Board will then clarify the matter for the benefit of all Bidders.

In answering a Bidder’s questions, the Board will set out the question, without identifying the Bidder that submitted the question, and the Board may in its sole discretion edit the question for clarity and answer similar questions from various Bidders only once.

Where an answer results in any change to the Request, such answer will be formally evidenced through the issue of a separate addendum for this purpose.

All New Information to Bidders by Way of Addenda/Addendum

This Request may be amended only by Addenda/Addendum (as defined herein) in accordance with this section.  If the Board, for any reason, determines that it is necessary to provide additional information relating to this Request, such information will be communicated to all Bidders by Addenda. Any amendment or supplement to this Request made in any other manner will not be binding on the Board and the Board will not be liable to any Bidder as a result of any communications made that are not in accordance with this section.

Each Addendum shall form an integral part of this Request and shall be incorporated by reference into this Request.  Such Addenda may contain important information, including significant changes to this Request.  Bidders are responsible for obtaining all Addenda issued by the Board. 

Bidders shall acknowledge receipt of any Addenda when submitting their Bid through the Bidding System.   Bidders shall check a box for each Addendum/Addenda and any applicable attachments that has been issued before a Bidder can submit their Bid Submission online.  

In the event an Addendum is issued within five (5) days prior to Closing Date and Time, it may include an extension of the Closing Date and Time.   It is the responsibility of the Bidder to have received all addenda that have been issued.   Bidders should check online at https://tdsb.bidsandtenders.ca prior to submitting their Bid and up until Bid Closing Date and Time in the event additional Addenda are issued.

The Board encourages Bidders not to submit their Bid prior to the deadline for questions.  If a Bidder submits their bid prior to this or at any time prior to the bid closing and an Addendum/Addenda is issued by the Board, the Bidding System shall withdraw their Bid submission and change their Bid submission to an incomplete status (not accepted by the Board) and the withdrawn Bid can be viewed by the Bidder in the “My Bids” section of the Bidding System.  The Bidder is solely responsible for:

• making any required adjustments to their Bid; 
• acknowledging the addendum/addenda; and
• ensuring the re-submitted Bid is received by the Bidding System no later than Closing Date and Time listed in the bid document.

The Bidder is advised that no data transmissions or submissions over the Internet can be guaranteed to be 100% secure.  Consequently, the Board cannot guarantee or warrant the security of any information the Bidder transmits or submits to the Board, the portal or the services; or the prevention from loss of, alteration of, or improper access to, the Bidder’s account information or data.  Once the Board receives the Bidder’s information the Board makes efforts to ensure security of the Bidder’s information in the Board’s systems by using physical, electronic and procedural safeguards to protect the information.

The Board (and its trustees, members, employees, officers, agents, authorized representatives, independent contractors or any person authorized by the Board, including students registered by or through the Board and/or purchasers from or through the Board) shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, such as, but not limited to, loss of revenue, loss of anticipated profits, goodwill, diminution of value, business interruption costs, or any other intangible losses arising out of, related to, caused by any security breach, cyberattack or any other security intrusion.

Note: Additional company contacts are recommended for the reasons outlined below:

• do not invite any additional contacts that you do not want to have access to view, edit, submit and/or withdraw or who may be in direct competition for example (a company may have two divisions that could compete for the same Bid Opportunity).
• you are strongly urged when creating or updating a Bidding System vendor account to add additional company contacts to create their own login to the Bidding System. This will permit your invited contacts that have created their own login to manage (register, submit, edit and withdraw) Bids which your company is a registered plan taker for.  In the event you are on vacation, or due to illness, etc. these additional contacts may act on your company’s behalf and have the authority to receive addendum notifications from the Bidding System, and where permitted by the terms and conditions of the Request, to submit Bids electronically through the Bidding System and/or withdraw and/or edit and/or acknowledge addendum/addenda, on your behalf.  
• if you are an invited company contact it is imperative that you create your login from the link contained in the email invitation. Do not go directly to https://tdsb.bidsandtenders.ca website and create a separate vendor account.

Bidder’s Costs

Bidders shall bear all costs and expenses incurred relating to any aspect of its participation in the Bid process, including all costs and expenses relating to the Bidder’s participation in:

• the preparation, presentation and receipt of its Bid submission;
• the Bidders attendance at any meeting in relation to the Bid process, including any presentation or interview;
• the conduct of any due diligence on its part, including any information-gathering activity;
• the preparation of the Bidder’s own questions; and
• any discussion and/or finalization, if any, with respect to the form of agreement.

The Board shall not be liable for any expenses or costs incurred in the preparation and submission of the Bid, the Bidding Process or in the preparation and execution of the Contract.

Bidding Format

Unless otherwise specified in the Bid documents, Bid submissions shall be for a stipulated sum without escalator clauses or other qualifications (when applicable). Bidders submitting a bid with escalator clauses or other qualifications that are not in accordance with the terms and conditions of this Request may have their Bid rejected.

All information entered on this Bid document must be electronic, type written, or entered in ink.  No pencil entries will be accepted.  Erasure(s), overwriting or strike-out(s) must be initialed electronically or in ink by the person signing this Bid submission.

Bid Evaluation

Bidders must respond to the Request by submitting all data required herein in order for the Bid to be evaluated and considered for award.  Failure to submit such data shall be deemed sufficient cause for disqualification of a Bid from further consideration for award.

Pricing Instructions

All costs, carriage, and insurance are to be borne by Bidder, F.O.B Destination & Freight Prepaid.

Each Bidder shall provide all Contract Prices for the Goods or Services to be supplied.  All required information and each and every space on the Request, if applicable, must be completed.  No information may be inserted to fill any space intended to be left blank or unanswered.

The Contract Prices shall not include any taxes.

All Contract Prices shall be quoted in Canadian Funds.  All Contract Prices shall include delivery.

Bidders will note that quantities in any Request are estimates only and the Board does not guarantee any quantities to be ordered. 

Sub-Contractors

The Bidder agrees to preserve and protect the rights of the parties under the contract with respect to work performed under sub-contract, and shall:

• enter into contracts or written agreements with their sub-contractors to require them to perform their work in accordance with and subject to, the terms and conditions of the contract. Further, the Bidder shall be fully responsible to the Board for acts and omissions of their sub-contractors and of any persons directly or indirectly employed by them as for acts and omissions of persons directly employed by them; and

• agree that they will incorporate the terms and conditions of the Contract into all sub-contractor agreements they enter into with their sub-contractors.

PART B:        STANDARD TERMS AND CONDITIONS

Scope

All Bidders will be bound by the terms and conditions set out in the following documents, which form an integral part of the herein Request:

• Instructions to Bidders and Standard Terms and Conditions;
• CCDC2 - Stipulated Price Contract; and Supplementary Conditions to CCDC2 – Stipulated Price Contract;
• Purchase Order; and
• any other document or addenda issued in connection with this Request entered into between the Board and the Bidder in writing.

Definitions

In the Request, each capitalized term shall have the following meaning:

"Addenda/Addendum" means a written change, addition, alteration, correction or revision to a bid proposal or contract document.

“Authorized Officer” means the Person that has the ability to bind the Bidder.

"Bid" means the bid provided by the Bidder in conformity herewith.

"Bidder" means the Person who submits a Bid in response to an invitation for bid.

"Bidding System" means the electronic tendering solution.

“Board” means the Toronto District School Board.

"Closing Date and Time" means the date and time by which the Bid must be received, failing which such Bid will not be accepted or considered.

"Contract Price(s)" means the unit prices or other costing required by the Request and set out in the Contract.

"Contract(s)" means the following:

• Instructions to Bidders and Standard Terms and Conditions;
• CCDC2 - Stipulated Price Contract and Supplementary Conditions to CCDC2 - Stipulated Price Contract;
• Purchase Order; and
• any other document or addenda issued in connection with this document entered into between the Board and the Bidder in writing.

"Customer(s)" means all authorized employees or representatives of the Board who purchase Goods or Services from, through or on behalf of the Board.

"Goods or Services" or “goods or services” mean those goods and/or services set out in the Request.

"Intellectual Property" means any trade-mark, copyright, moral right, patent, industrial design, trade name, domain name, trade secret, know how, integrated circuit topography or other intellectual property, industrial property or proprietary right owned by, licensed to, or used by any third Person.

"Person" means any natural person, partnership, limited partnership, joint venture, syndicate, sole proprietorship, body corporate, company or corporation with or without share capital, unincorporated entity or association, trust, trustee, executor, administrator or other legal personal representative, regulatory authority or other entity recognized as such by applicable law, however designated or constituted.

"Request" means the Request for Tender, Quotation, Proposal or Information document.

"Specifications" means those stated requirements for the Goods and/or Services set out in the Request.

Bidder

Bidder represents and warrants to the Board as follows:

• Bidder has full corporate power and authority to execute and deliver this Bid and to enter the Contract and to perform its obligations hereunder and carry out the transactions contemplated hereby.  The execution, delivery and performance by it of the Bid has been duly and validly authorized and no additional corporate authorization or action on its part is required in connection with the execution, delivery and performance by it of the Contract or the consummation by it of the transactions contemplated hereby;
• it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, legally operate its business under its name or any additional name(s) and it is, and will continue to be, a validly existing legal entity with full power to perform its obligations under the Contract;
• this Bid is and the Contract shall be a valid and binding obligation of Bidder, enforceable against it in accordance with its terms;
• it has, and will continue to have, the experience and expertise necessary to carry out the terms of the Contract;
• any information the Bidder provided to the Board in connection with this Request was true and complete at the time the Bidder provided it and will continue to be true and complete;
• the Bidder has complied with the terms of this Request;
• the Goods or Services and the provision thereof under the Contract and/or the use, display, distribution, provision, performance, marketing, and/or sale of such Goods or Services by or on behalf of the Board, or by any person authorized by the Board, including students registered by or through the Board and/or purchasers from or through the Board, shall not infringe, violate or interfere with any Intellectual Property; and
• Bidder shall comply with all applicable laws and regulations whether Federal, Provincial or Municipal;
• Bidder shall obtain and maintain all required licences, permits and approvals in connection with the supply of Goods and/or Services which are required by any regulatory authority at Bidder’s own cost and shall furnish the Board with written evidence thereof if requested.

Bid Bond

Each Bidder shall include in their Bid submission a Bid Bond in an amount equal to 10% of the value of the Bid where the Bid exceeds $5,000,000.

Bid Award

The Board intends to award the Contract to the lowest Bidder(s) or whose Bid is most acceptable in terms of the Bid requirements.

The award of a Contract may be made to as many Bidders as deemed necessary to fulfill the anticipated requirements of the Board, which the Board may determine in its sole discretion.

Following the initial screening, the evaluating committee may request the short-listed Bidders to make presentations to the committee in order to clarify or verify the Bids and to develop a comprehensive assessment of the Bid.  The Board will schedule the time and location of these presentations.  Presentations are at the option of the Board and may not be conducted are, therefore, encouraged to present initially as complete a Bid as possible.

The Board shall not enter into any separate contract or agreement drafted by, presented by or otherwise proposed by the Bidder, including any "standard form" or other vendor contract.

The Instructions to Bidders and Standard Terms and Conditions, CCDC2 – Stipulated Price Contract and Supplementary Conditions to CCDC2 – Stipulated Price Contract, Purchase Order, and/or any other document or addenda issued in connection with this document entered into between the Board and the Bidder in writing shall form the basis of the Contract.

Tie Low Bids

In the event of a tie in pricing, where two parties have submitted identical prices and all other requirements being equal, the winner will be determined by a coin toss.

Debriefing Sessions

The Board, at the written request of a Bidder, will conduct a debriefing session. Bidders must submit their request within sixty (60) days of Contract award notification. The Board will only identify any weaknesses or strengths in the Bidder’s submission. The intent of the debriefing session is to assist a Bidder in presenting a better submission in subsequent procurement opportunities.  Any debriefing provided is not for the purpose of providing any opportunity to challenge the procurement process and such challenges will not be discussed at the debriefing session.

Bid Protest Procedure

In the event that a Bidder wishes to review the decision of the Board in any respect of any material aspect of the Request process, and subject to having attended a debriefing, the Bidder may submit a protest in writing to the Board’s Purchasing and Distribution Services Department within ten (10) days of such a debriefing.  Any protest in writing that is not received in time will not be considered and the Bidder will be notified accordingly.

A protest in writing shall include the following:

• a specific identification of the provision and/or procurement procedure that is alleged to have been breached;
• a specific description of each act alleged to have breached the procurement process;
• a precise statement of the relevant facts;
• an identification of the issues to be resolved;
• the Bidder's arguments and supporting documentation; and
• the Bidder's requested remedy.

The Board will respond, in writing, to the Bidder within ten (10) Days of receiving written protest.  The Board’s decision shall be considered final and conclusive.

Ownership

The Bid submission, along with all correspondence, documentation and information provided to the Board by any Bidder in connection with or arising out of the Bid submission, once received by the Board, shall become the property of the Board and may be appended to any Contract with the successful Bidder.

Agreement to Abide by the Established Process

It is vital to the Board that the process leading to the acceptance of a Bid and the conclusion of the Contract for the provision of Goods or Services be, and be seen to be, open and fair and that each of the Bidders be treated equally.

No Bidder can be seen to be deriving, intentionally or otherwise, an advantage, information or benefit which is not equally available to all other Bidders or from any special or personal relationships or contacts, or seeking or obtaining any advantage or information from any staff and representatives of the Board, whether authorized or not.

The Board has advised the Board's trustees, members, staff and agents that the integrity of the Bidding process requires observance of the following ground rules:

1. All communications, including requests for information, between Bidders and the Board must be between only the representatives of the Board and of each Bidder who have been authorized and designated for that particular purpose.
2. Apart from the communications between and among the designated representatives, there must be no communication between the Board and any representative of Bidder, and no giving of information with respect to the Bid processes and the final Contract.
3. Any attempt on the part of any Bidder, or any of its employees, agents, contractors or representatives to contact any persons other than the designated representatives with respect to the Bid or the Bidding process or any action or violation of the above requirements shall be grounds for disqualification, and the Board may, in its discretion, in addition to any other rights or remedies available at law, reject any potential or actual submission, proposal or Bid submitted by Bidder.

Confidentiality

For the purposes hereof, “Board Confidential Information” means all information of the Board that is of a confidential nature, including all confidential information in the custody or control of the Board, regardless of whether it is identified as confidential or not, and whether recorded or not, and however fixed, stored, expressed or embodied, which comes into the knowledge, possession or control of the Bidder in connection with the Contract.  For greater certainty, Board Confidential Information shall:

• include:

• all new information derived at any time from any such information whether created by the Board, the Bidder or any third party;

• all information that the Board is obliged or has the discretion not to disclose under provincial or federal legislation or otherwise at law;

• (any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies;

• plans for products or services, and customer or contractor lists;

• any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;

• any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and

• any other information that should reasonably be recognized as confidential information of the Board, but

• not include information that:

• is or becomes generally available to the public without fault or breach on the part of the Bidder of any duty of confidentiality owed by the Bidder to the Board or to any third party;

• the Bidder can demonstrate to have been rightfully obtained by the Bidder without any obligation of confidence, from a third party who had the right to transfer or disclose it to the Bidder free of any obligation

of confidence;

• the Bidder can demonstrate to have been rightfully known to or in the possession of the Bidder at the time of disclosure, free of any obligation of confidence when disclosed; or

• is independently developed by the

During and following the term of the Contract, the Bidder shall:

• keep all Board Confidential Information confidential and secure;

• limit the disclosure of Board Confidential Information to only those of its directors, officer, employees, agents, partners, affiliates, volunteers or subcontractors who have a need to know it for the purpose of carrying out its obligations under the Contract and who have been specifically authorized to have such disclosure;

• not directly or indirectly disclose, destroy, exploit or use any Board Confidential Information (except for the purpose of carrying out its obligations under the Contract or except if required by order of a court or tribunal), without first obtaining:

• the written consent of the Board; and

• in respect of any Board Confidential Information about any third party, the written consent of such third party;

• provide Board Confidential Information to the Board on demand; and

• return all Board Confidential Information to the Board before the end of the Term, with no copy or portion kept by the

Conflict of Interest

For the purposes hereof, “Conflict of Interest” includes:

• in relation to the Bid process, the Bidder has an unfair advantage or engaged in conduct, directly or indirectly, that may give the Bidder an unfair advantage, including:

• having or having access to information in the preparation of the Bid that is confidential to the Board and not available to other Bidders;
• communicating with any person with a view to influencing preferred treatment in the Bid process; or
• engaging in conduct that compromises or could be seen to compromise the integrity of the open and competitive process and render that process non- competitive and unfair; or

• in relation to the performance of the work, services or contractual obligations, the Bidder’s other commitments, relationships or financial interests:

• could or could be perceived to exercise an improper influence over the objective, unbiased and impartial exercise of the Bidder’s independent judgments; or

• could or could be perceived to compromise or impair or be incompatible with the effective performance of the Bidder’s work, services or contractual obligations.

The Bidder shall:

• avoid any Conflict of Interest in the Bid process and in the performance of its contractual obligations;

• disclose to the Board without delay any actual or potential Conflict of Interest that arises during the Bid process or during the performance of its contractual obligations; and

• comply with any requirements prescribed by the Board to resolve any Conflict of Interest.

In addition to all other contractual rights or rights available at law or in equity, the Board may immediately disqualify a Bid or terminate the Contract upon giving notice to the Bidder where:

• the Bidder fails to disclose an actual or potential Conflict of Interest;

• the Bidder fails to comply with any requirements prescribed by the  Board  to  resolve a Conflict of Interest; or

• the Bidder’s Conflict of Interest cannot be

This paragraph shall survive any termination or expiry of the Contract.

No Influence

The Board prohibits its representatives from using their official position for personal financial gain, either directly, or indirectly or from accepting any personal advantage from anyone under circumstances which might reasonably be interpreted as an attempt to influence the recipient in the conduct of his/her duties, to extend any special favour to a Bidder, or to influence the outcome of any Bid.  The Board reserves the right to disqualify the proposal, tender or Bid of any Bidder who engages in any acts or practices which may directly or indirectly, or may reasonably be perceived, either directly or indirectly to be made for the purpose of influencing the outcome of the Bidding process, the Bid or the Contract, in their favour.

Illegal or Unethical Conduct

Bidders must not engage in any illegal business practices, including activities such as bid- rigging, price-fixing, bribery, fraud, coercion or collusion. Bidders must not engage in any unethical conduct, including lobbying, as described above, or other inappropriate communications; offering gifts to any employees, officers, agents, elected or appointed officials or other representatives of the Board; deceitfulness; submitting bids containing misrepresentations or other misleading or inaccurate information; or any other conduct that compromises or may be seen to compromise the competitive process provided for in this Request.

Past Performance or Past Conduct

The Board may prohibit a Bidder (or any individual that owns, controls, operates, manages or directs the Bidder) from participating in a procurement process based on past performance or based on inappropriate conduct in a prior procurement process, including but not limited to the following:

• illegal or unethical conduct as described above;

• the refusal of the supplier to honour its submitted pricing or other commitments; or

• any conduct, situation or circumstance determined by the Board, in its sole and absolute discretion, to have constituted an undisclosed Conflict of Interest.

Litigation with the Board

The Board may, in its absolute discretion, reject a Bid submitted by a Bidder prior to or after the Bid submission opening, if the Bidder:

• is or has in the past been a party to litigation with the Board; or

• directly or indirectly, including by common ownership or control or otherwise, is related to a party currently in litigation with the Board or a party that has in the past been in litigation with the Board; or

• intends to use a sub-contractor in respect of a specific project who is, or has in the past been a party to litigation with the Board, or who is related to a party currently in litigation with the Board or a party that has in the past been in litigation with the Board.

For the purposes hereof, the phrase “litigation with the Board” includes cases in which the Bidder or prospective Bidder or any of the parties named above, has advised the Board in writing of their intention to commence litigation, or have commenced or have advised the Board of their intention to commence an arbitral proceeding against the Board (excepting only construction lien demands, notices or proceedings).

In determining whether or not to exercise its discretion as set out herein, the Board will consider whether the litigation (past or current) is likely to affect a Bidder’s ability to work with the Board, its consultants and representatives, and whether the Board’s experience with the Bidder, the related party or sub-contractor, as the case may be, in the matter giving rise to the litigation, indicates that the Board is likely to incur increased staff and legal costs in the administration of the Contract if it is awarded to the Bidder.

Liquidated Damages

It is agreed by the parties to the Contract that in case the work called for under the Contract is not substantially performed by the date for substantial performance of the work as set forth in the Contract documents, damage will be sustained by the Board and that it is and will be impracticable and extremely difficult to ascertain and determine the actual damage which the Board will sustain in the event of and by reason of such delay and the parties hereto agree that the successful Bidder will pay to the Board the sum of $2,000.00 for liquidated damages for each and every calendar day’s delay in attaining substantial performance of the work beyond the date specified and it is agreed that this amount is a genuine pre-estimate of the actual damages suffered by the Board which will accrue during the period in excess of the prescribed number of working days.

No Guarantee of Work or Exclusivity of Contract

The Board makes no guarantee of the value or quality of goods or services or volume of work to be assigned to the successful Bidder.  Any Contract executed with a successful Bidder is non-exclusive for the provision of the requested Goods and/or Services. Quantities where specified more or less, are estimates of previous consumption and are furnished without liability to the Board.

Right to Contract for Identical or Similar Goods or Services

By entering into the Contract, the Board does not and shall not limit its right to contract for identical or similar Goods or Services from any other Person should the Bidder be unable to furnish the required Goods/Services in the quantities or time frame required by the Board, which the Board shall determine in its sole discretion. The Board reserves the right in its own discretion to award to as many contractors as it deems necessary to perform the service within the requirements stated.

Right Not to Proceed

The Board reserves the right not to proceed with the Contract and to reject all, any of the Bids or any portion thereof.  If the Board accepts any of the Bids (which it is not obligated to do) the lowest or any bid will not necessarily be accepted and the Board may, as its sole discretion, consider any other factors it deems appropriate in its sole discretion in awarding the Contract.  The Board may request further clarification of a Bid from the Bidder.  While the Board is not obligated to consider Bids which do not strictly comply with its requirements, it nevertheless reserves the right to do so, and specifically reserves the right to waive formalities as its interests may require.

Ability to Negotiate/Contract Negotiations

The Board may, prior to and after Contract award, negotiate changes to the Specifications, the type of materials or any conditions with the successful or preferred Bidder or one or more of the Bidders, and the Board shall have no liability to any other Bidder as a result of such negotiations or modifications.

Bidder Performance Evaluation

The Bidder’s performance may be evaluated through the completion of the Board’s performance evaluation form at the end of the Contract or any other Board’s evaluation form that may be issued during the Contract performance period. Poor performance as noted in either of these forms may result in the Bidder being ineligible for future agreements with the Board.

No Liability

The Bidder hereby agrees that the Board shall not be liable for and is under no obligation to indemnify, hold harmless or defend any entity or person including the Bidder (or any officer, employee, agent, assign, successor, director, shareholder, authorized representative  or independent contractor, including sub-contractors of the Bidder), for any injury (including death) or damage, of any nature, or for the loss or damage to the property or business of the Bidder (or its officers, employees, agents, assigns, successors, directors, shareholders, authorized representatives or independent contractors, including the Bidder's sub-contractors), in any manner based upon, occasioned by or in any way attributable to the Contract or the provision of the Goods or Services under the Contract and/or any actions of the Board and the Bidder hereby releases and forever discharges the Board therefore.

Quality Control

The Bidder expressly warrants that all Goods/Services delivered or performed under this Contract shall be: (a) merchantable; (b) free from defects in material and workmanship; (c) fit and sufficient for purposes intended; (d) in strict conformance to applicable specifications, (e) provided in a timely, professional and competent manner and in accordance with all applicable laws and regulations. All warranties specified in this Contract shall be in addition to any other warranties, express or implied or arising by operation of law, custom or usage. The Board’s continued use of Goods/Services after notifying the Bidder of their failure to conform to the Contract or breach of warranty will not be considered a waiver of the Board’s right to a remedy.

The Bidder shall provide proper and adequate packaging in accordance with prevailing commercial best practices to ensure that Goods/Services shipped to the Board will be free of damage.  The Bidder shall use commercially reasonable efforts to utilize recycled/recyclable packaging materials.  The Board reserves the right to reject any and all shipments deemed by the Board to have been inadequately packaged.

Testing

The Board reserves the right to have the Goods of any Bidder tested, by an accredited testing organization, to ensure compliance with the standards set in the Request or with accepted standards such as Occupational Health & Safety, WHMIS, CGSB, and CSA.  A full report of Goods will be available to each Bidder whose Goods are tested.  All costs associated with this testing shall be borne by the relevant Bidder.

Samples

Samples of Goods are to be submitted only when requested, and at no cost to the Board.  Samples, if required, are to be enclosed in a separate sealed package identifying the name of the Bidder, item numbered and the Tender number on it.  Samples not picked up within seven (7) days of the Contract award shall become the property of the Board on the 8th day at no cost to the Board.

Substitutions

Unless qualified by the provision "NO SUBSTITUTE", the use or display of the name of a manufacturer, brand, make, catalogue designation or other goods and/or services identifier in specifying a good and/or service are for example only, and does not restrict the Bidder to that manufacturer, brand, make, catalogue designation, or other identification.  Such use or display indicates the character, quality and/or performance of the Goods or Services desired by the Board.  The Goods and/or Services on which the Bid is submitted must be of such character, quality and/or performance that it will serve the purpose for which it is to be used as specified in the Request.  In submitting a Bid on Goods and/or Services other than as specified, the Bidder must furnish complete data and identification with respect to the alternate good and/or service the Bidder proposes to furnish.

Consideration will be given to a Bid submitted on alternate goods and/or services to the extent that such alternative Goods and/or Services will serve the best interests of the Board.  If the Bidder does not indicate the Good and/or Service to be provided under the Contract, it shall be deemed that the Bidder shall furnish the exact Goods or Services as described in the Request.

Alternative Goods or Services may be included in the Bid and the Bidder may submit prices for such goods and/or services which the Bidder considers to be of equal or better quality than those listed in the Request.  In the event the Bidder submits an alternative good and/or service and it can be readily determined that the good and/or service is acceptable to the Board, it will be considered accordingly during the analysis of all the bids received prior to award.  If the alternative good and/or service cannot be readily accepted, and the Bid price indicates that there could be an economical benefit to the Board, then the good and/or service will be put into testing pursuant to Substitutions, herein, to determine acceptability.  However such goods and/or services shall not be considered for a Contract during this current bid process.  If, during the testing process, it is determined that the good and/or service is acceptable, then it may be included as an approved good and/or service for future bids or quotation calls.

The Board reserves the right to accept or reject proposed alternatives as the Board sees fit.  Rejection by the Board is final.  There shall be no cure period in respect of the above.  Upon termination, Bidder shall take all steps required by the Board to facilitate such termination and the effects thereof and shall assume all obligations, costs, expenses, liabilities, losses and/or damages therefore.  Notwithstanding the foregoing, in the event that the Board determines that any non-compliance with any Specifications or quality requirements creates material threat of personal injury or material injury to property of any third Person, upon written notice thereof by the Board to Bidder, Bidder shall immediately rectify the non-compliance or immediately cease offering those Goods or  Services  until it can comply with the  Specifications or quality requirements  to  the satisfaction of the Board.

Nothing herein is intended to replace or derogate from any other termination provisions or other remedies that the Board may have at law or in equity in consequence of any breach of, or failure to observe and perform, any covenant, representation or warranty in the Contract by Bidder.

Purchase Orders

The Purchase Order number shall appear on all invoices, bills of lading, packing slips, packages and correspondence, as applicable. The Board shall not be responsible for Goods/Services provided to the Board without a Purchase Order issued by the Purchasing & Distribution Services Department and containing a sequential Purchase Order Number. The Purchase Order shall include attached lists of materials, specifications or drawings, which shall form a part of the Purchase Order where reference is made thereto.

Prices shall include all packing, shipping, prepaid cartage, freight and postage, unless otherwise specified on the Purchase Order. Prices shown are F.O.B. destination.  The Bidder shall not execute the Purchase Order at prices higher than those shown on the Purchase Order without the prior written approval of the Purchasing & Distribution Services Department.

Delivery

A delivery note bearing a Purchase Order number must accompany Goods/Services in every case.  Transfer of ownership of Goods/Services shall occur on an F.O.B. destination basis and upon signature of an authorized Board representative accepting delivery.  Delivery and/or performance of the Goods/Services must be completed within the term specified in the Purchase Order.  The Board reserves the right to cancel any Purchase Order without liability and/or claim damages in the event of, and the Bidder agrees to indemnify the Board against any loss or liability for, Bidder’s failure to fulfill its obligation to deliver the Goods/Services within the term specified in the Purchase Order. In the event of failure or delay in delivery of the Goods/Services due to any reason whatsoever, the Bidder shall, without prejudice to the other rights of the Board, reimburse the Board for all actual costs incurred by the Board in respect of the Goods/Services as a result of such failure or delay in delivery of the Goods/Services. The Bidder shall notify the Purchasing & Distribution Services Department immediately if it cannot deliver by the date specified on the Purchase Order.

Acceptance/Rejection of Goods/Services

The Board may reject Goods/Services in whole or in part for non-conformance. Rejected Goods/Services shall be returned to successful Bidder or promptly corrected by successful Bidder at its sole cost, as applicable.  The successful Bidder agrees that the Board’s payment under this Contract shall not be deemed acceptance of any Goods/Services delivered or performed hereunder.  Acceptance shall not relieve the successful Bidder of its warranty obligations or liability for latent defects.

Billing

Invoices must be e-mailed in PDF format individually to this address: apinvoices@tdsb.on.ca (preferred method) with the Purchase Order Number clearly indicated on the invoice or must be submitted in writing directly to: Accounts Payable, 5050 Yonge Street, 3rd Floor, Toronto, ON, M2N 5N8.  Hand written invoices will not be accepted and will be returned.  Where applicable, taxes shall be shown separately on invoices submitted. All taxes, export duties, fees, banking, charges and other charges incurred on the goods and/or services shall be the responsibility of the Bidder and for the Bidder’s account.

A proper invoice shall include the following information:

1. the successful Bidder’s name and address;
2. the date of the proper invoice and the period during which the services or materials were supplied;
3. information identifying the authority under which the services or materials were supplied;
4. a description, including quantity, of the services or materials that were supplied;
5. the amount payable for the services or materials that were supplied in addition to the payment terms; and
6. the name, title, telephone number and mailing address of the person to whom payment is to be made.

A proper invoice shall also include the following information regarding purchases by the Board:

• Individual Line Item Description
• Purchase Order Number
• Contract number, when applicable
• Requisitioner Identification
• HST registration # and HST amount
• Name of Project Supervisor/Design Coordinator

The successful Bidder shall not include in its invoice line items for materials not yet installed.  The Board will not accept an invoice containing line items for materials not yet installed unless otherwise agreed to in writing.

Payments

The Board will issue payments for all purchases in accordance herewith.  Bidder acknowledges that payments will be delayed in respect of invoices which do not conform to all the itemized information required in order to permit the Board to obtain all required data to properly allocate purchases to project accounts and to verify completion of work.

The frequencies and quantities of orders or purchases if any, set out in the Request, are for Bid evaluation purposes only and are not representations of any guarantee of the frequency or quantities of orders or purchases by the Board for the Goods or Services under the Contract.  Payments for the Goods or Services provided under the Contract shall be based on the actual quantity of Goods or Services ordered and received, pursuant to the Contract and at the Contract Price.  The Board does not assume any liability for any inventory carried by the Bidder to satisfy the requirements of the Contract.

The Board reserves the right to negotiate with the Bidder, the date on which the invoice or billing statement will be submitted to the Board.

Electronic Fund Transfer

The Board requires all suppliers to participate in a direct deposit system (electronic funds transfer) as the only acceptable method of payment to the Board's suppliers.  The benefits to our vendors include increased security and improved efficiencies by eliminating delays in handling and processing of cheques.  This also means that you will receive payment sooner.

The successful Bidder shall be required to provide the Board with the necessary banking information to enable electronic fund transfers for the payments of Goods or Services.  Under no circumstances shall the Board be responsible for the payment of any transaction fees or other related charges that may be imposed or incurred by the supplier.

Necessary information is a void cheque (if at all possible) with an e-mail address for the deposit notification to be sent to, or, the following information in writing:

1. Bank number
2. Bank Transit number
3. Bank account number
4. E-mail address for deposit notification purposes

If Bidder has previously provided this information and there are no changes, please disregard this request for information.

Access to Board Property

Where the Bidder or any of its employees, subcontractors are required to access school sites during regular hours of school operation the Bidder must contact the school office upon arrival for further instruction. The Bidder shall ensure that it obtains clearance from the school Principal or designate to gain access during the hours in which the site is occupied with students. In order to alleviate safety concerns and to keep the school principal or his/her designate and Board staff informed of on-going services, maintenance, construction, repairs or other contractor -related activities, the Bidder, contractors/subcontractors, suppliers and service providers shall report their arrival and departure to the main office of either a school site or another Board property.

Sign-In Requirement

All Bidders in addition to their contractors and sub-contractors are required to report to the school main office, introduce themselves, record their arrival time in a sign-in log book, and receive a visitor's ID badge, if available.  As Bidders and their contractors/sub-contractors leave the site, they are required to record the departure time in the log book and return the visitor's ID badge.

Identification

The successful Bidder shall ensure that its employees, staff, agents, contractors, and sub-contractors or any person associated with the Bidder wear Board supplied badges at all times when on Board property.  It shall be the Bidder’s responsibility to assign and track each badge.  The wearing of badges by all personnel shall be strictly enforced.  The Bidder’s inability to access the site due to not having current badges will not absolve the Bidder of not being able to complete the project by the stipulated date.

The Bidder, its employees, staff, agents, contractors and subcontractors or any person associated with the Bidder shall also wear a uniform that shall clearly identify the company, including the name and logo, if applicable.

Criminal Background Checks

The Bidder acknowledges that the Board must be in compliance with O Reg 521/01) - Collection of Personal Information under the Education Act with respect to criminal background checks and offence declarations. The Bidder covenants and agrees to assist the Board in complying with same by providing the Board, or such other entity as the Board may designate, with a criminal background check covering offences under the Criminal Code, the Narcotics Control Act, and any other offences which would be revealed by a search of the automated Criminal Records Retrieval System maintained by the RCMP (“Criminal Background Check”), together with an Offence Declaration in Board-approved form for every individual, employee, contractor or agent (collectively, “Worker”) of the Bidder who may come into direct contact with students on a regular basis at a school site of the Board, or who may have access to student information.  The Board shall determine in its sole and unfettered discretion whether an individual or employee of the Bidder may come into direct contact with students on a regular basis or may have access to student information.

If it is determined that a Worker may come into direct contract with students or who may have access to student information, an original ‘Full Disclosure Vulnerable Sector Screening’ Police Records Check satisfactory by the Board shall be required and shall be dated within the past twelve (12) months for volunteers and within the past six (6) months for staff. Once on file with the Board, subsequent annual offence declarations will be required. To comply with this requirement, the selected Bidder shall deal directly with: Toronto District School Board Police Reference Check Office located at 17 Fairmeadow Ave., Room 107, Toronto, Ontario M2P 1W6; telephone: (416) 393-0759. The Board requires originals of all clearances/documents. A police criminal records check (PCRC) clearance letter will not be accepted as a vulnerable sector check.

The Bidder agrees to indemnify and save harmless the Board from all claims, liabilities, expenses, and penalties to which it may be subjected on account of the Bidder’s failure to provide a Criminal Background Check and an Offence Declaration, as aforesaid. This indemnity shall survive the expiration or sooner termination of the Contract. In addition, and notwithstanding anything else herein contained, if the Bidder fails to provide a Criminal Background Check and an Offence Declaration for an individual or employee of the Bidder who may come into direct contact with students on a regular basis at a school site of the Board or who may have access to student information, then the Board shall have the right to forthwith terminate the Contract without prejudice to any other rights which it may have in the Contract, in law or in equity.

Operation of Vehicles

Vehicles shall not enter or be parked at school sites without first obtaining the authorization of the school Principal or designate.  All drivers shall report to the school office to obtain approval.

All vehicles, including delivery or service vehicles must not enter or leave school grounds when students are in the area unless directed by or with permission of the school and/or administrative staff.

Drivers of motor vehicles shall not operate their vehicles beyond the designated parking areas unless permission is obtained from the school principal or an authorized official to locate and operate the vehicle elsewhere.  Such vehicles shall be operated with due caution at all times while on school property.

On or near school grounds, the driver or operator must comply with the following:

1. Speed limit must not exceed 8 km (5 miles) per hour at any time;
2. Vehicles or equipment must not be operated in the school yard during recess, lunch hour or other times of outdoor activity;

iii. When a co-driver/helper is assigned to the vehicle, he/she must direct the movement of the vehicle or equipment while on foot from a position away from the vehicle and in clear view of the driver or operator;

1. When a co-driver/helper is not assigned to the vehicle, vehicles with limited rear vision must not be backed up without the aid of a ground guide who must direct the movement of the vehicle or equipment while on foot from a position away from the vehicle or equipment and in clear view of the driver or Operator;
2. When a vehicle is parked in a schoolyard, the following conditions must be met:

(a) The ignition turned off;

(b) The key removed;

(c) The transmission placed in park (neutral if not parked);

(d) The parking brake engaged;

(e) The doors locked; and

(f)  The vehicle must have a temporary closure placed around it.

1. When returning to a parked vehicle or equipment, the driver/operator must circle the vehicle or equipment and ensure that there are no children playing under or near the vehicle or equipment;

vii. Vehicles or equipment must never be left unattended with the engine running.  Engines must not be left idling unnecessarily;

viii. All tools, supplies, equipment, etc. are to be securely stored in the vehicle; and

1. Reversing or backing up must be avoided as much as possible. The vehicle should be positioned so that the driver can drive it away rather than back it up. It is the responsibility of the driver or operator to exercise extreme caution when reversing a vehicle.  If the vehicle must be reversed or backed up, the following rules shall be adhered to:

• Whenever possible, another employee should be requested to assist the driver or operator;
• Vehicles with limited rear vision shall not be backed-up without the aid of a ground guide at the rear of the vehicle and in clear view of the driver or operator;
• The driver or operator must understand the hand signals to be used prior to moving the vehicle;
• The driver or operator must get the whole picture (get out and walk around the vehicle);
• If the driver or operator loses eye contact with the guide, he/she must stop immediately and re-establish eye contact.  The driver/operator must be sure it is safe to resume reversing;
• The driver or operator must reverse slowly, no faster than normal walking speed;
• The driver or operator must check on both sides (mirrors) as he/she reverses;
• All vehicles, including delivery or service vehicles, which are used to enter school grounds should, wherever possible, be equipped with back-up alarms.

Accidents

All accidents which occur on a school property, no matter how minor, must be reported immediately to the school Principal.

Municipal Freedom of Information and Protection of Privacy Act (“MFIPPA”)

• The Bidder acknowledges and agrees that the Board is subject to MFIPPA. The Bidder further expressly acknowledges and agrees that, upon the acceptance of a successful Bid submission and conclusion of this process (including execution and delivery of the Contract between the Board and the successful Bidder), subject to subsection (b) below, the Bid submission shall not be considered confidential for the purposes of Section 10 of MFIPPA and, in the event of an access request or at the discretion of Board, shall be subject to release in its entirety without

• Notwithstanding paragraph (a) above, the Bidder and the Board acknowledge and agree that the information listed below is considered to be supplied by the Bidder to the Board in confidence:

1. For Services: Hourly rates/fees and information from which such rates/fees could be reasonably
2. For Goods: Unit costs and information from which such unit costs could be reasonably

• Notwithstanding the foregoing, the Bidder acknowledges and agrees that, because the Board is subject to MFIPPA, all or part of any Bid submission, including information supplied in confidence, may be subject to release in response to an access request submitted pursuant to MFIPPA. In the event that the Board receives a request for access to all or part of a Submission supplied in confidence, the Board shall deliver the relevant notice to the Bidder, who shall bare all costs, legal or otherwise, with respect to any objection the Bidder may have in respect of the release of any or all parts of the Bid submission pursuant to

• The Bidder further acknowledges and agrees:

• to keep records secure;

• handle any record that contains personal information in accordance with MFIPPA;

• to provide records to the Board within seven (7) calendar days of being directed to do so by the Board for any reason including an access request or privacy issue;

• not to access any personal information unless the Board determines, in its sole discretion, that access is permitted under MFIPPA and is necessary in order to implement the Contract;

• not to directly or indirectly use, collect, disclose or destroy any personal information for any purposes that are not authorized by the Board;

• to ensure the security and integrity of personal information and keep it in a physically secure and separate location safe from loss, alteration, destruction or intermingling with other records and databases and to implement, use and maintain the most appropriate products, tools, measures and procedures to do so;

• to restrict access to personal information to those of its directors, officers, employees, agents, partners, affiliates, volunteers, suppliers or subcontractors who have a need to know it for the purpose of providing the Goods and/or Services and who have been specifically authorized by the Board representative to have such access for the purpose of providing the Goods and/or Services;

• to implement other specific security measures that in the reasonable opinion of the Board would improve the adequacy and effectiveness of the Bidder’s measures to ensure the security and integrity of personal information and records generally;

• that any confidential information supplied to the Board may be disclosed by the Board where it is obligated to do so under MFIPPA, by an order of a court or tribunal or pursuant to a legal proceeding and the provisions of this section shall prevail over any inconsistent provisions in the Contract; and

• not to transfer any personal information, Board Confidential Information and records outside of Canada without the prior written consent of the Board, which may be arbitrarily withheld.

Personal Information Protection and Electronics Documents Act (“PIPEDA”)

The Bidder represents and warrants that if the Bidder is or becomes subject to any private sector privacy legislation in responding hereto, or in carrying out its obligations under any subsequent agreement, the Bidder will be solely responsible for compliance with such legislation.  Without limitation, the Bidder represents and warrants that if the Bidder is subject to the PIPEDA, the Bidder shall ensure PIPEDA compliance of:

• all PIPEDA protected information the Bidder collects directly from the individuals or indirectly from the Board or others;

• all PIPEDA protected information the Bidder uses or discloses in the course of responding hereto or in performing its obligations the Contract or any subsequent agreement with the Board; and

• all PIPEDA protected information the Bidder transfers or discloses to the Board.

Accessibility for Ontarians with Disabilities Act (“AODA”)

The Bidder must be capable to recommend  and  deliver,  as  appropriate  for each Deliverable, accessible and inclusive  goods  and/or  services  consistent with the Ontario Human Rights Code, the Ontarians  with Disabilities Act, 2001 and Accessibility for Ontarians with Disabilities Act, 2005 and its regulations in order to achieve accessibility for Ontarians with disabilities.

In accordance with Ontario Regulation 429-07 made under the Accessibility for Ontarians with Disabilities Act, 2005 (Accessibility Standards for Customer Service), the Board has established policies, practices and procedures governing the provision of its goods and services to persons with disabilities.

Suppliers are required to comply with the Board’s accessibility standards, policies, practices, and procedures, which may be in effect during the Term of the Agreement and which apply to the Deliverables to be provided by the Supplier.

The AODA may be found at:

http://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_05a11_e.htm

Ontario Human Rights Code and Board Policies

The Board is committed to hosting a work and educational environment in which everyone is treated with respect and no one is subject to discrimination. This commitment stems from the Board’s own philosophy and the Board’s obligations under the Ontario Human Rights Code. The Bidder shall ensure that its employees and subcontractors behave in a manner that is appropriate, respectful, and consistent with the provisions of the Ontario Human Rights Code and comply with the Board’s Policy P031 - Human Rights, Policy P034 - Workplace Harassment Prevention, Policy P037 - Equity Policy and Policy P073 - Respectful Learning And Working Environment and related procedures during the term of the Contract. Any breach of the Ontario Human Rights Code or the Board’s policies by the Bidder, its employees or subcontractor will result in the removal of that person or persons from the Board’s premises. In addition, the breach of these conditions by the Bidder, its employees, agents, suppliers and subcontractors could result in the termination of the Contract and/or the barring of the Bidder from entering into subsequent contracts with the Board.

Environmental Protection

The Board is committed to liaising with school and community environmental groups and suppliers and strives to source, promote and support products and services that are environmentally sound and are in support of the Board’s Environment Policy P028.  The policy is available on the Board’s website, per link below.

http://www.tdsb.on.ca/AboutUs/Detail.aspx?docId=194

The Board supports environmentally sensitive products and services.  All criteria being equal, the Board will give preference to environmentally sensitive products and services.  Consideration will be given to Goods or Services that:

1. are durable, reusable and contain maximum recycled content;
2. eliminate waste;

iii. are purchased from local sources;

1. are independently recognized for meeting high environmental standards;
2. are purchased from manufacturers and suppliers that have a registered environmental management system; 
3. meet health and safety standards; and

vii. meet or exceed Energy Star Certification Standards where applicable.

Occupational Health and Safety and Workplace Hazardous Material Information System (WHMIS) Requirements

Bidders must comply with the Occupational Health and Safety Act and its regulations. All Bidder’s contractors/sub-contractors and their respective employees are required to have received health and safety training appropriate to their trade.  Bidders shall be held responsible for any sub-contractors where such are permissible by the Board. The Board may request and Bidders shall provide evidence of such training at any time.

Bidders and their contractors and sub-contractors shall be held responsible for all fines and/or contraventions of legislation which have been incurred by the Board.

As per Ontario Regulation 278/05 section 10(5) the Board will provide Bidders, their contractors/sub- contractors performing work in Board buildings access to the site specific asbestos inventory.  Bidders and their contractors/sub-contractors shall review the site specific asbestos inventory in relation to the scope of work they are undertaking. The requirements of the Board’s Asbestos Management Plan are to be adhered to at all times. All Work is subject to prior approval by the appropriate Board department.

Bidders shall be responsible for any contractors/sub-contractors in their employ with respect to the aforementioned requirements.

In accordance with WHMIS, Material Safety Data Sheets (MSDS) Safety Data Sheets (SDS) and supplier labels must be provided for Goods classified as controlled products under the Hazardous Products Act and the controlled products regulations.  Please indicate the WHMIS class assigned to each product on the MSDS/SDS.  Current copies of MSDS/SDS (no older than three years) in PDF Format with suppliers' labels must accompany and be part of each Bid and/or shipment.

Workplace Electrical Safety

For all electrical work and in addition to other applicable electrical standards, including high voltage # sub-station work, electrical contractors performing work for the Board shall have the appropriate “CSA Z462-08” training, clothing and equipment.

All electrical equipment shall conform to the standard of the Electrical Safety Authority (E.S.A.) as same may be amended from time to time, and all electrical equipment shall be Canadian Standard Association (CSA), E.S.A, or Underwriters Laboratories of Canada (ULC) approved and is in accordance with all other related local, provincial and federal ordinances.

Hot Work Program

The successful Bidder shall follow industry standard protocols with respect to the Hot Work Program for all roofing and mechanical work.

Labour Requirements

The Bidder acknowledges that the Board has entered into a collective agreement with the Maintenance and Construction Skilled Trades Council (the “Council”) that requires, with certain limited exceptions (as specified below), that all construction, maintenance and repair work on Board lands and properties, is to be performed by members of the Council or by contractors and subcontractors who have entered into an agreement with the Council.  The Board shall be entitled to withhold its approval of any Goods and/or Services on Board lands and properties if the Board reasonably believes that the contractors proposed by the Bidder would breach the Board’s obligations to the Council, in which case the work will be undertaken by members of the Council. The contractors and subcontractors of the successful Bidder shall provide the Board with all relevant drawings, plans and specifications and shall consult and coordinate with the Board’s project supervisor or designated representative (or his/her designate), who shall advise the successful Bidder whether said work and the contractors and subcontractors proposed by the successful Bidder to perform the foregoing will satisfy the Board’s obligations to the Council.

City of Toronto Fair Wage

The following construction work shall be subject only to the applicable City of Toronto Fair Wage schedules for construction in the ICI sector:

• New or replacement schools or buildings or additions to existing schools or buildings of more than five hundred (500) square feet floor area, including directly related changes and including any warranty work done by a Contractor, related to such work, not requiring a contract;
• Extensive changes to existing schools or buildings (defined as changes costing $1,300,000 or more) which are no longer adequate to meet program requirements and/or require substantial upgrading/replacement of building elements/systems and including any work done by a Contractor, related to such work, not requiring a contract;
• All warranty/guarantee work on equipment provided for under any contract between the Employer and an equipment manufacturer or vendor.

All contractors tendering for the supply of construction or maintenance work to the Board which work would otherwise be covered by a collective agreement with the   MCSTC shall agree to comply with the collective agreement with the MCSTC. Compliance with the MCSTC collective agreement can be achieved by becoming bound by the form attached as Appendix A or by being bound by the applicable ICI agreements and executing an appropriate work order, tender document, which includes as a term a properly executed Appendix X attached. A signed copy of the applicable Appendix must be included with the submission. Failure to do so may disqualify your submission. If Appendix "A" applies, the Bidder must contact the MCSTC directly to arrange for the execution of the Agreement.

            Maintenance & Construction Skilled Trades Council

            95 Shorting Road

            Scarborough, Ontario M1S 5B9

            Attention:  Jimmy Hazel

            Phone: (416) 406-0115

Attention:  Contractors Signatory to Appendix "A"

The Board and the Maintenance & Construction Skilled Trades Council have agreed to the following change to Appendix "A":

The Contractor agrees that the Toronto District School Board shall deduct from monies otherwise due to the Contractor under this contract an amount equivalent to one half of one percent (0.5%) of the contract price with such deductions to be made on a pro rata basis from each payment by the Toronto District School Board to the Contractor and to remit such amounts to the Council each time the Contractor is paid.

No Smoking on Board Property.

The Bidder shall comply with the Smoke-Free Ontario Act, 2017, S.O. 2017, c. 26, Sched. 3 and ensure that its employees and/or contractors/subcontractors do not smoke on and in any of the Board’s property, including schools, offices, administrative buildings, warehouses, other Board facilities, and non‐Board vehicles on Board property, and in all public areas within 20 meters of the Board’s property and Board facilities.

Designated Substances/Asbestos

1. The Owner will advise the Bidder if there are any designated substances present at the project site.  The Bidder will then plan the work to ensure that the contractor provides sufficient protective measures for workers and for the other occupants during the Construction.

1. The Bidder must advise any contractors or subcontractors retained for the project if designated substances are present before entering into an agreement with the prospective contractor or subcontractor.

1. At the location of this contract, the following designated substance(s) are used, or may be present:

“As indicated in the Designated Substances Survey”

The Bidder acknowledges and agrees that it has been advised by the Board of the presence, if any, of designated substances with which my workers may come in contact during the performance of any contract awarded under this Request.

The Bidder further acknowledges and agrees that during the tendering period, all its employees, contractors/sub-contractors, will review the Asbestos Management binder prior to inspecting the school/facility.  The Bidder shall contact the Project Supervisor in charge of the Project and obtain permission should any of my staff or my subcontractors need to enter a space in which the Binder indicates the presence of asbestos.

The successful Bidder acknowledges and agrees that:

1. the Bidder, its employees and contractors/sub-contractors have read the Asbestos Management Program binder for the school/building where the construction to take place, and  have signed the “Record of Acknowledgement Form”;

1. Bidder and/or Bidder’s authorized trades or sub-trades will perform all asbestos removal work after working hours;

3. Bidder will immediately stop work if, during the course of the work, suspected friable asbestos containing material is discovered which was not referenced in the project Specifications. The project supervisor shall retain an environmental consultant to inspect/sample and test the suspected material and area and prepare a report with the results.  If the results of sampling and testing are found to confirm the asbestos contents, a remedial action will be prepared by the consultant for the Board to implement.

1. Bidder will inform all persons working for Bidder at the job site of the existence of the designated substances of which it has been advised, if any;

1. Bidder will inform any employees, contractors/sub-contractors Bidder is required to retain of the existence of the designated substances of which Bidder have been advised, if any;

1. Bidder will inform the Board of the presence of any potentially hazardous material or substances, which Bidder plans to bring to the job site and Bidder will provide all applicable MSDS sheets to the Board, if any.

1. Bidder will clean up and remove from the job site any potentially hazardous waste or material generated by the work Bidder performs.  Bidder will perform this work after school hours and will not dispose of such material on any property owned by the Board.

1. Bidder will comply with the requirements of the Occupational Health & Safety Act, the Environmental Protection Act, and all regulations under those Acts, and all other applicable statues and Bidder will cause its employees, contractors/sub-contractors to comply with same.

Bidder Conduct

When on Board property, the Bidder must ensure that its employees and contractors/sub-contractors:

• have proper identification;
• be dressed appropriately;
• use appropriate language;
• refrain from wearing scented products or fragrances such as perfume, cologne, after shave, shampoos, etc.
• work with dignity, courtesy and respect for self and
• not make noise or move in corridors during morning announcements, daily prayer service and playing of the national
• observe procedures during fire evacuation and lockdowns, whether they are actual or test.
• abide by all Board Policies and procedures as updated from time to time, which can be found at https://www.tdsb.on.ca/About-Us/Policies-Procedures-Forms.
• ensure that the education program is not interrupted and that the health and safety of the students and staff is not compromised.
• Ensure that no person who is impaired by alcohol or drugs will enter and/or remain on Boards’ property;
• observe and comply with all standards, procedures, policies, rules and regulations of the Board, including but not limited to privacy, use of facilities, equipment, building security and computer technology.

Reservation of Rights

The Board reserves the right to:

• make public the names of any or all Bidders;

• request written clarification or the submission of supplementary written information in relation to the clarification request from any Bidder and incorporate a Bidder’s response to that request for clarification into the Bidder’s Submission;

• assess a Bidder’s submission on the basis of:

• a financial analysis determining the actual cost of the Bid submission when considering factors including quality, service, price and transition costs arising from the replacement of existing goods, services, practices, methodologies and infrastructure;
• information provided by references; 
• the Bidder’s past performance on previous  contracts  awarded by       Board;
• the information provided by a Bidder pursuant to the Board exercising its clarification rights under this Request;
• previous litigation with the Board; or
• other relevant information that arises during this Request;

• waive formalities and accept Bid submissions that substantially comply with the requirements of this Request;

• verify with any Bidder or with a third party any information set out in a Bid submission;

• check references other than those provided by any Bidder;

• disqualify any Bidder whose Bid submission contains misrepresentations or any other inaccurate or misleading information;

• disqualify any Bidder or the Bid submission of any Bidder who has engaged in conduct prohibited by this Request;

• disqualify a Bidder for any conduct, situation or circumstance that constitutes a Conflict of Interest, as solely determined by the Board;

• make changes, including substantial changes, to this Request, provided that those changes are issued by way of addenda in the manner set out in this Request;

• select any Bidder other than the Bidder whose bid reflects the lowest cost to the Board;

• review all vendors utilizing a vendor performance management tool, which can include suspension of vendors who fail to meet the Board’s expectations;

• award the Contract to one or more vendors;

• cancel the Request at any stage and/or issue a new Request for the same or similar Goods and Services;

• reject any or all Bid submissions;

• limit the number of pre-qualified Bidders eligible to submit Bids for any future projects. For greater clarity, the Board shall not be obligated to provide all pre-qualified Bidders with the same opportunity to bid on all future projects within each stated category. By participating in this Request, Bidders acknowledge that there is no guarantee that a Bidder will receive any assignments, work or projects and that there is no expectation that any specified number of projects will be made available during the pre-qualification term;

and these reserved rights are in addition to any other express rights or any other rights that may be implied in the circumstances.

Force Majeure

Neither party shall be liable for damages caused by delay or failure to perform its obligations under the Contract where such delay or failure is caused by an event beyond its reasonable control. The parties agree that an event shall not be considered beyond one’s reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as those contained in the contract would have put in place contingency plans to either materially mitigate or negate the effects of such event. Without limiting the generality of the foregoing, the parties agree that force majeure events shall include, but is not limited to, decrees of Government, Acts of God, flood, fire, riots, wars, disease outbreaks, natural disasters, insurrection and terrorism, but shall not include lack of finances, shortage or delays relating to supplies or services, strikes, lockouts or other concerted acts by workers. If a party seeks to excuse itself from its obligations under this Contract due to a force majeure event, that party shall immediately notify the other party of the delay or non-performance, the reason for such delay or non‐performance and the anticipated period of delay or non‐performance. If the anticipated or actual delay or non‐performance exceeds fifteen (15) business days, the other party may immediately terminate the Contract by giving notice of termination and such termination shall be in addition to the other rights and remedies of the terminating party under the Contract, at law or in equity.

No Assignment

Unless otherwise stated in the Contract, it is mutually agreed and understood that the successful Bidder will not assign, transfer, convey, sublet or otherwise dispose of the Contract or any sub-contract (in whole or in part) or the right, title or interest therein, or the Bidder’s power to execute such contract to any other person, firm, company or corporation without the previous written consent of the Board, which consent may be arbitrarily withheld in the Board’s sole discretion. Any act in derogation of the foregoing shall be null and void. For the purposes hereof, the transfer or issuance of shares by a Bidder of more than fifty (50%) percent of the voting securities of a Bidder to any third party other than to  an affiliate (as such term is defined in the Business Corporations Act (Ontario) or the shareholder or shareholders of the Bidder as of the Closing Date, whether or not such transfer or issuance of voting securities takes place in one or more transactions, shall, for the purposes of this Agreement, be deemed to be an assignment of the Contract requiring the consent of the Board, unless such transfer or issuance of shares is made pursuant to  an initial public offering of common shares under the Securities Act (Ontario).

Conflict or Inconsistency

In the event of a conflict or inconsistency between: (a) Instructions to Bidders and Standard Terms and Conditions; (b) CCDC2 – Stipulated Price Contract and Supplementary Conditions to CCDC2 – Stipulated Price Contract; and (c) Purchase Order Terms and Conditions, the conflict or inconsistency shall be resolved by reading the documents in the following order of precedence:

            (i)         Instructions to Bidders and Standard Terms and Conditions;

(ii)        CCDC2 – Stipulated Price Contract and Supplementary Conditions to CCDC2 – Stipulated Price Contract; and

(iii)       Purchase Order.

Time of the Essence

 Time is of the essence in the Contract documents and each of its provisions.

No Waiver/Amendment

Any waiver of, or consent to depart from, the requirements of any provision of the Contract shall be effective only if it is in writing and signed by the party giving it, and only in the specific instance and for the specific purpose for which it has been given.  No failure on the part of any party to exercise, and no delay in exercising, any right under the Contract shall operate as a waiver of such right.  No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

Rights and Remedies Cumulative

The rights and remedies of the Board hereunder are cumulative and in addition to the Board’s rights, powers and remedies existing at law all of which are expressly reserved.

Severability

If any term or condition of the Contract, or the application thereof to the parties or to any persons or circumstances, is to any extent invalid or unenforceable, the remainder of the Contract, and the application of such term or condition to the parties, persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby.

Governing Law

The Contract shall be governed by, and interpreted and enforced in accordance with, the laws in force in the Province of Ontario (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction) and shall be treated in all respects as an Ontario contract.  Each Party irrevocably submits to the exclusive jurisdiction of the courts of Ontario with respect to any matter arising hereunder or related hereto.

Entire Agreement.

The following documents, in order of precedence, constitutes the entire agreement between the parties with respect to the subject matter contained in the Contract and with regard to the provision of goods and/or services and supersedes all prior oral or written representations, negotiations, discussions, understanding or agreement, collateral, oral or otherwise with respect to the provision of the goods and/or services existing between the parties at the date of execution of the Contract:

• Instructions to Bidders and Standard Terms and Conditions;
• CCDC2 Stipulated Price Contract and Supplementary Conditions to CCDC2 Stipulated Price Contract;
• Purchase Order; and
• any other document or addenda issued in connection with this Request entered into between the Board and the Bidder in writing.