Request for Proposal (RFP)

Tire Collection Services for

Divert NS

RFP No. RRFB0077

Issued by

(Divert NS is the registered business name of Resource Recovery Fund Board, Inc.)

January 24, 2020

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TABLE OF CONTENTS Section Page

List of Appendices and Acronyms 2

1.0 Objective 3

2.0 Introduction 3

3.0 Overview 3

3.1 The Legislation 3

3.2 The Industry Stewardship Agreement 4

3.3 The Regulated Used Tire Management Program 4

3.4 The Voluntary Program Component 4

4.0 Scope of Work 5

4.1 Tire Collection Services 5

4.2 Temporary Storage 5

4.3 Service Zones 6

4.4 Service Agreements and Term 6

4.5 Key Considerations 7

4.6 Materials Control System – Advisory Only 11

5.0 Conflict of Interest 12

6.0 Proposal Requirements 13

6.1 Mandatory 13

6.2 Administrative 14

6.3 Technical Response 16

6.4 Pricing Response 17

7.0 Proposal Submission Procedures 18

7.1 Closing Date 18

7.2 Format 18

7.3 Disqualification 18

7.4 Addenda 18

7.5 Clarifications 19

7.6 Amendment or Withdrawal of Proposal 19

7.7 Ownership of RFP Responses and Access to Information 19

8.0 Proposal Evaluation Procedures 20

8.1 Opening 20

8.2 Evaluation Committee 20

8.3 Scoring 20

8.4 Notification 22

8.5 Awarding of Contract 22

9.0 Liability for Errors 22

10.0 Reservation of Rights 23

11.0 Disclaimer 23

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LIST OF APPENDICES Appendix Page

A Acceptance of Requirements (form) 24

B Collection Data and Number of Retailer Pickup Locations 25

C Draft Service Agreement 26

D Proposal Evaluation Criteria 44

E Pricing Response (template) 45

LIST OF ACRONYMS AST Atlantic Standard Time CBRM Cape Breton Regional Municipality (Cape Breton County) CGL Commercial General Liability (insurance) EFT Electronic Funds Transfer EHF Environmental Handling Fee HRM Halifax Regional Municipality (Halifax County) HST Harmonized Sales Tax ILOC Irrevocable Letter of Credit OH&S Occupational Health and Safety PLPD Public Liability and Property Damage (insurance) PTE Passenger Tire Equivalent (unit of measure) RFP Request for Proposal RJSC Registry of Joint Stock Companies ROCAPS Recovery Operations Collection and Payment System (ROCAPS2000™) RRFB Resource Recovery Fund Board, Inc. (operating as Divert NS) UTMP Used Tire Management Program WCB Workers’ Compensation Board (insurance)

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1.0 Objective

Divert NS is seeking tire collection services to provide for the collection and

transportation of regulated program and voluntary program materials from tire retailer

and certain other authorized locations (collectively “authorized locations”) throughout

Nova Scotia with delivery to one or more “designated location(s)” for

processing/recycling/trans-shipping.

Divert NS intends to award a separate agreement for each of its four geographic

service zones which shall require the successful proponent(s) to dedicate equipment

and personnel specifically, and only, for the collection/loading, transportation and

delivery/off-loading of all regulated and voluntary program materials.

The successful proponent(s) shall be ready to provide service commencing on May 1,

2020.

THIS IS A REQUEST FOR PROPOSAL (RFP) AND NOT A TENDER CALL

2.0 Introduction

Divert NS (registered operating name of Resource Recovery Fund Board, Inc.) is a not-

for-profit corporation established in 1996 to administer major components of the Nova

Scotia Solid Waste-Resource Management Strategy (1995). Its mission is to work with

Nova Scotians to improve our environment, economy and quality of life by reducing,

reusing, recycling and recovering resources.

Divert NS is the appointed administrator of key legislated product stewardship

programs including the Used Tire Management Program (UTMP), the Beverage

Container Program and also provides services under contract to manage logistics and

oversight components of the industry-led Consumer Paint Product Stewardship

Program.

3.0 Overview

3.1 The Legislation

The Solid Waste-Resource Management Regulations banned certain types of used tires

from disposal in provincial landfills effective April 1, 1996. The product stewardship

program to manage these banned materials was established January 2, 1997. Tire

retailers are required to enter into an Industry Stewardship Agreement with Divert NS

which ensures proper end-of-life management of all used tires captured by the

Regulations.

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3.2 The Industry Stewardship Agreement

Every tire retailer selling a new tire (as defined under the Regulations) in or into Nova

Scotia to an end user must enter into an Industry Stewardship Agreement with Divert

NS. The Agreement requires that the retailer remit an Environmental Handling Fee

(EHF) on each new tire sold which, in turn, is dedicated for the recycling of that tire at

the end of its useful life. The retailer must also accept, free of charge, up to a

maximum of four (4) used tires from a consumer per visit/sales transaction. These

used tires are picked up, without charge to the retailer, and delivered to a designated

processing/recycling facility. There are close to 1,000 tire retailers participating in the

UTMP.

3.3 The Regulated Used Tire Management Program

Tires captured by the Regulations and banned from Nova Scotia landfills include:

▪ all passenger tires and light truck tires (including all on-road motorcycle, camper and trailer tires); and

▪ highway truck, tractor, and trailer tires with a rim size not exceeding 24.5 inches

A one-time EHF is attached to each new tire in the above categories when sold in or into Nova Scotia. Currently, the EHF for passenger and light truck tires is $4.50 per tire while highway truck, tractor and trailer tires attract an EHF of $13.50 per tire.

Divert NS administers the Program and uses the EHFs to cover all program costs, including:

✓ payment of a “per unit” Fee for Services to its existing contractors to collect used

tires from registered retailers and other authorized locations; and

✓ transport these used tires to a designated processing/recycling/trans-shipping

facility;

✓ payment of a “per unit” Fee for Services to contracted processors/recyclers to

receive and process used tires (marketing of any saleable products is the

responsibility of the processor/recycler);

✓ program awareness;

✓ compliance audits; and

✓ administration.

3.4 The Voluntary Program Component

In June of 2018, Divert NS launched a voluntary recycling program for bicycle tires.

Close to 30 bicycle retail/repair shops across Nova Scotia now support this initiative

and accept used and/or worn out bicycle tires and tubes for recycling, free of charge.

Participating retailers are asked to strap the tires and tubes in bundles of 25 and then

drop them off at the nearest (car/truck) tire retailer for regular pickup by a contracted

Divert NS service provider. Due to tracking and reporting requirements for this

voluntary program component, all collected bicycle tires and tubes must be delivered

by the service provider to the Divert NS trans-shipping facility for interim storage.

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4.0 Scope of Work

4.1. Tire Collection Services

For purposes relating to this RFP, Divert NS requires weekday (normally Monday

through Friday) tire collection services using appropriate resources (equipment and

personnel) dedicated specifically and solely for such services, and which include but

are not necessarily limited to:

✓ provision of self-owned/leased and maintained vehicle(s) and equipment appropriate

for the purpose of collecting regulated and voluntary program materials;

✓ collection of regulated and voluntary program materials only from tire retailers

registered with or otherwise authorized (e.g. auto salvage yard or municipal waste

management site) by Divert NS to receive pickup service;

✓ coordinating and maintaining appropriate, convenient and timely collection service

directly with tire retailer and other authorized pickup locations;

✓ loading (i.e. hand bombing or, if practical, by mechanical means) of regulated and

voluntary program materials at each authorized pickup location;

✓ transportation of collected regulated and voluntary program materials to a designated

processing/recycling/trans-shipping facility;

✓ unloading (i.e. hand bombing or, if practical, by mechanical means) of regulated

program used tires at a designated processing/recycling facility and unloading of

voluntary program used bicycle tires and tubes at a designated trans-shipping facility;

and

✓ appropriate and detailed record keeping utilizing forms and procedures as

established or approved for use by Divert NS and which may be modified from time

to time.

Only where a proponent deems it to be a viable and necessary component of their

proposal, tire collection service shall also include temporary storage (see Section 4.2).

4.2. Temporary Storage

In an effort to maximize logistical and cost efficiencies, proponents may wish to

incorporate temporary storage into their proposal for tire collection service.

Examples of temporary storage include but are not limited to:

- provision of 53’ dry van(s) at one or more designated storage location(s); or

- indoor or outdoor (ground) storage at one or more designated storage location(s).

Any and all designated storage location(s) require approval by Divert NS and must be

maintained in material compliance with all applicable federal, provincial and municipal

laws, by-laws, regulations, ordinances and other similar provisions, including without

limitation environmental laws, occupational health and safety standards and good

engineering practices. Examples of relevant legislation include the Fire Safety

Regulations, the Fire Safety Act and/or the National Fire Code of Canada (2015). The

successful proponent(s) shall assume any and all costs associated with temporary

storage.

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4.3. Service Zones

For purposes related to this RFP, Divert NS has divided the province into four (4) distinct

geographic service zones as shown here in Figure 1 and described below.

Figure 1

Zone 1: Cape Breton:

Counties of Victoria, Inverness, Richmond and Cape Breton (all of CBRM)

Zone 2: Eastern and Northern:

Counties of Guysborough, Antigonish, Pictou, Colchester, Cumberland and District of

East Hants

Zone 3: Valley, Western and South Shore:

Counties of Kings, Annapolis, Digby, Yarmouth, Shelburne, Queens, Lunenburg and

District of West Hants

Zone 4: Halifax:

includes all of Halifax Regional Municipality (Halifax County)

In submitting a proposal, the proponent may choose to provide either single-zone or

multi-zone service. Where proposing service for more than one zone, the proponent

must complete each applicable section of the Pricing Response1.

Note 1: Pricing Response for each zone will be evaluated independently of each other –

further detail is provided in sections 4.5 and 8.3.

4.4. Service Agreements and Term

Divert NS intends to award four (4) separate service agreements resulting from this

RFP to provide tire collection services for each of Zones 1, 2, 3 and 4.

The term of each resulting agreement shall be five (5) years, effective May 1, 2020,

and expiring April 30, 2025 (the “initial term”), with an option for not more than two

(2) annual renewal terms (each being a “renewal term”) which may be exercised at

the sole and unfettered discretion of Divert NS.

A sample draft service agreement is provided in Appendix C.

Advisory: Any sub-contracting of services by the successful proponent is subject to

prior approval by Divert NS.

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4.5. Key Considerations

The following information is intended to assist proponents in preparing a response to

this RFP document.

Regulated Program Material

The regulated Used Tire Management Program currently accepts:

✓ all passenger car tires, regardless of rim size;

✓ all motorcycle tires, regardless of rim size;

✓ all light truck tires not exceeding 17” rim size; and

✓ all medium truck, highway truck and tractor/trailer tires2 with a rim size greater

than 17” but not exceeding 24.5” rim size.

Note 2: Includes “Super Single” units normally with a tread face width of approximately

18”.

Voluntary Program Material

The voluntary bicycle tire recycling program currently accepts:

✓ all bicycle tires, regardless of size; and

✓ all bicycle tire inner tubes, regardless of size.

Non-Program Material

Common exclusions to the regulated and voluntary programs:

agricultural equipment tires, e.g. farm tractor;

other large Off-the-Road (OTR) tires, e.g. loader, grader, skidder;

small OTR tires, e.g. all-terrain vehicle (ATV), lawn tractor;

industrial/commercial vehicle tires, e.g. forklift, boom or scissor lift;

motorized personal transportation vehicle tires, e.g. moped, scooter; and

tires with a non-vehicle utility, e.g. pallet jack, wheelbarrow, hand truck

Available Collection Volume

Divert NS estimates, but does not warrant or guarantee, that the total volume of used

tires available for collection under the current regulated program is likely to remain static

over successive annual reporting periods and may or may not be reflective of any trends

in the purchase of new tires or disposal of used tires by consumers in Nova Scotia.

Appendix B provides historical collection data by zone and further stratified by

county/district for the 12-month period October 1, 2018 to September 30, 2019 (most

recent one-year period for which data is 100% complete).

Authorized Pickup Locations

Appendix B also provides the number of authorized pickup locations (current to January

17, 2020) by zone and further stratified by county/district.

Advisory: The successful proponent(s) shall be provided with a detailed listing of

authorized pickup locations for the zone(s) awarded as a result of this RFP to facilitate

route mapping and scheduling.

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Pickup Frequency

Authorized tire retailer locations will require regular pickup service as scheduled by the

successful proponent(s) in consultation with the retailers.

Additional authorized pickup locations (e.g. salvage yards, municipal waste management

facilities) may require a one-time pickup only or occasional/infrequent pickup service.

Designated Locations

Regulated program materials must normally be delivered to one of the designated

locations below for processing as directed by Divert NS.

Designated Locations – Regulated Program Materials

Lafarge Canada Inc.

87 Cement Plant Road

Brookfield, NS B0N 1C0

Halifax C&D

24 Mills Drive

Goodwood, NS B3T 1P3

Allocated Collection Volume

At present, a combined minimum 80% of the total available collection volume identified

in Appendix B is allocated to the two processors above. Divert NS retains its right to

assign the remaining 20% either for processing or special projects which may require

delivery to one or more new/different designated location(s).

For purposes of responding to this RFP, and specifically in presenting a Pricing Response,

proponents may assume that a significant majority, but not necessarily all, of the

regulated program materials collected in Zones 1 and 2 will require delivery to Lafarge

Canada Inc. Proponents may also assume that a significant majority, but not necessarily

all, of the regulated program materials collected in Zones 3 and 4 will require delivery

to Halifax C&D.

Similarly, in presenting a Pricing Response, proponents may assume that all voluntary

program materials, i.e. all bike tires and tubes collected in Zones 1, 2, 3 and 4, must be

delivered to the designated location below approximately once every six months for

interim storage/trans-shipping.

Designated Location – Voluntary Program Materials

Divert NS Processing/Warehouse Facility

119 Mingo Road

Kemptown, NS B6L 2K4

Units of Measure for Collection and Payment

Divert NS normally tracks the volume of used tires collected by two units of measure:

physical count and weight.

Physical count is the method by which contracted collection service providers record

volume collected at each authorized pickup location.

Weight is the method by which contracted service providers are paid.

The defined unit of measure for reconciling physical count and weight is Passenger Tire

Equivalent (PTE) and for program purposes is intended to approximate the weight of a

single car passenger tire (1 PTE = 10 kilograms or 22.05 pounds).

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Approximate PTE conversion ratios for the various “tire types” accepted under the

existing programs as well as approximate equivalent weights are provided in Table 1.

The table is intended to be used as a reference guide only and will allow contracted tire

collection service providers to approximate the weight they are delivering to the

processing/recycling/trans-shipping facility based on their unit count/load mix.

Table 1: PTE Conversion Ratios

Tire Type PTE Weight*

Passenger Car and Motorcycle

(regardless of rim size) = 1 = 10 kgs

Light Truck Tire

(not exceeding 17” rim size) = 1 = 10 kgs

Medium truck, highway truck and tractor/trailer tires

(rim size greater than 17” but not exceeding 24.5”) = 5 = 50 kgs

Super Single (tread face width of approximately

18”)

(rim size greater than 17” but not exceeding 24.5”)

= 10 = 100 kgs

Bicycle Tires and Tubes – Bundle of 25

(regardless of size) 1 10 kgs

* Weight is approximate

Actual net receiving weight of each load of regulated program tires is determined by and

recorded at the processing/recycling facility. This net receiving weight is reported to

Divert NS.

Deductions for Contamination

Moisture:

Divert NS factors a Moisture Deduction Percentage into the processor’s reported net

receiving weight. This deduction gives consideration for water, snow and/or ice

contamination and varies dependent on the month. These standard deduction

percentages and months in which they are applied are provided in Table 2 below.

Table 2: Moisture Deduction Percentages

Month(s) Deduction

April through October 2.5%

November 5.0%

December through March 7.5%

Other Contaminants:

The tire collection service provider is responsible for ensuring that any and all other

contaminants including, but not limited to, rims, miscellaneous auto parts, gravel and mud

are not present in used tire loads delivered to the processor.

All loads are subject to inspection by the processor prior to accepting delivery/off-

loading. Where the types of contaminants described above are discovered, the processor

may opt to either reject the load outright or accept the load and carry out necessary de-

contamination and proper disposal of contaminants. In any event, the processor shall

report details of each contaminated load along with photo evidence and all costs incurred

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to carry out de-contamination. These costs shall become the sole responsibility of the

tire collection service provider.

In determining appropriate payment on each invoice submitted by tire collection service

providers, Divert NS shall first apply (or confirm, if already calculated on the invoice)

moisture deduction percentages against reported net receiving weights to arrive at an

adjusted net receiving weight and then, if applicable, shall deduct from such fees, any

amounts necessary to recover de-contamination costs paid by Divert NS to the processor.

Performance Bond

Divert NS will require each successful proponent to carry a performance bond or

irrevocable letter of credit (ILOC) in an amount determined as per the schedule below.

Service Level Description Bond/ILOC Amount

Single Zone Providing services in one zone only $50,000

Multi-Zone Providing services in two or more zones

(maximum of four zones)

$100,000

(maximum*)

* For clarity, the Bond/ILOC Amount will hold at $100,000 if servicing two, three or four zones

Proponents must ensure, before submitting a proposal, that they are able to secure a

bond or letter of credit in the amount required and, if successful, they will be responsible

for paying any and all costs associated with maintaining the bond or letter of credit for

the duration of any agreement(s) resulting from this RFP.

Surcharges

In submitting a proposal, the proponent assumes complete liability for fluctuations in

costs which might normally affect pricing and may, at their discretion, factor any

associated risk into their pricing. For greater clarity, Divert NS will not consider any

fuel or other surcharges in a proponent’s proposal.

Pricing

Proponents are required to submit pricing for services as follows:

▪ a Per PTE Price3 for each zone for which they are proposing to provide service

Note 3: if proposing multi-zone service, a proponent may elect to present a different Per

PTE Price for each zone or present a same “blended” price for each zone.

In calculating a Per PTE Price for each zone, proponents should take into consideration:

✓ vehicle/equipment ownership/lease costs, including maintenance;

✓ estimated volume of used tires/PTEs available for collection within a given zone;

✓ number of regular pickup locations and travel distance within a given zone;

✓ estimated frequency of pickups;

✓ location(s) and associated costs of temporary storage (if applicable);

✓ location of designated processing/recycling locations and travel distance;

✓ location of designated trans-shipping location and travel distance;

✓ fuel costs;

✓ moisture deduction;

✓ performance bond premiums;

✓ no surcharges will be considered by Divert NS;

✓ profit margin; and

✓ any other factor(s) impacting their pricing model

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All pricing submitted in a response to this RFP must be shown exclusive of Harmonized

Sales Tax (HST). For greater clarity, do not include HST.

Advisory: Prices presented in a proposal and subsequently accepted by Divert NS shall

hold for the first three years of the five-year term of any agreement resulting from this

RFP and shall be subject to an annual adjustment in years four and five of the term

based on the Consumer Price Index (CPI) for Nova Scotia.

Compliance

Divert NS shall require the successful proponent to obtain and maintain all permits,

licenses, operating certificates and authorities required for transporting used tires under

applicable provincial, municipal and/or federal legislation AND shall manage these

materials in accordance with all standards, rules, instructions and specifications as may

be determined by Divert NS and/or regulatory agencies from time to time.

Invoicing

Divert NS shall require the successful proponent to submit their invoice(s) with backup

on a weekly basis, normally on the 1st business day following the end of the previous

work week (i.e. submit on Monday for the previous Monday to Friday work week).

Payment shall be issued via electronic funds transfer (EFT) within thirty (30) days of

receipt of the invoice(s).

4.6. Materials Control System – Advisory Only

Divert NS uses proprietary database software for tracking the collection of, and

remittances associated with certain program materials – currently used beverage

containers and leftover paint. The Recovery Operations Collections and Payment System

(ROCAPS – trademarked as ROCAPS2000™) also generates additional financial

information associated with the pickup and transportation of these recyclable materials.

As part of this “Materials Control System”, handheld scanners are used at key activity

points to record critical information.

Divert NS may, at some point during the term of the service agreements awarded

resulting from this RFP, introduce this scanning technology to the Used Tire

Management Program. Should this happen, Divert NS shall provide all hardware and

initial training required to operate the Materials Control System. The Contractor shall

be required to maintain Divert NS hardware in good condition and, with the exception

of reasonable wear and tear, will be liable for any damage to, or destruction of,

ROCAPS2000™ hardware.

The necessary training to operate the Materials Control System shall be provided at no

cost to the Contractor. Salary and/or wages and benefits for the person(s)

participating in or attending the training are excluded from Divert NS’ responsibility for

training and remain the responsibility of the Contractor.

The Contractor shall assign one or more designated employee(s) to complete this

training and thereafter, the Contractor’s designated employee(s) shall be responsible

for training all other employees of the Contractor as required to ensure the Materials

Control System operates without interruption to the extent that the Contractor can

reasonably be held responsible.

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5.0 Conflict of Interest

Proponents must indicate in the Acceptance of Requirements Form (Appendix A) if a

conflict of interest exists. Where a proponent indicates that there may be or is a

conflict, written disclosure of the details of such perceived/potential or real conflict of

interest must be attached to the completed form.

Divert NS reserves the right to disqualify any proponent that in Divert NS’ sole opinion

has a perceived/potential or real conflict of interest or an unfair advantage, whether

existing now or is likely to arise in the future, or may permit the proponent to continue

and impose such terms and conditions, as Divert NS in its sole discretion may require.

A proponent that is related, affiliated, an associate, has common ownership (as defined

by the Canada Business Corporations Act and/or the Income Tax Act) or has a

business relationship, including a financial relationship with another entity that is

involved in a business relationship with Divert NS will be deemed to be in a conflict of

interest.

The operations infrastructure for the Used Tire Management Program has three main

components:

1. Tire retailer network;

2. Tire collection services; and

3. Tire processing/recycling services.

With respect to these components of operational infrastructure and pursuant to Divert

NS policy respecting Fraud and Contracts: Separation of Services, ownership or

operation of any one component must be independent from ownership or operation of

the other components. With respect to this RFP, a proponent cannot, for example,

provide tire collection services under contract with Divert NS and also provide tire

processing/recycling services under contract with Divert NS.

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6.0 Proposal Requirements

Proponents are expected to provide a response to each item listed in this section.

Certain criteria include the terminology must/shall and will be evaluated on a PASS/FAIL

(P/F) basis. A proposal shall be disqualified from further consideration if any response

to a PASS/FAIL item is not supported by proper and adequate detail and/or is deemed by

the evaluators to be unsatisfactory. All responses will be evaluated in adherence to the

process as set out in Section 8.3 of this RFP and scored using the evaluation scheme

provided in Appendix D.

All Mandatory items in Section 6.1 must be addressed. Failure to address any one of

these items will result in the proponent being disqualified.

Proponents are expected and encouraged to prepare their response in a format which

adheres to the numbering as presented in Sections 6.1 through 6.4.

6.1 Mandatory

The following are mandatory requirements:

6.1.1 Proponents must provide a statement confirming that, if their proposal

is accepted in whole or in part (i.e. all zones or fewer than all zones for

which they propose to provide services), they shall sign the applicable

Service Agreement(s)4 within ten (10) days of being notified that they

are the successful proponent [P/F].

Note 4: The Service Agreement will incorporate the content of this RFP

(including any issued amendments) and the successful

proposal and any other relevant terms. A sample draft

agreement is provided in Appendix C.

6.1.2 Proponents must provide their Pricing Response in a separate sealed

envelope [P/F].

6.1.3 Proponents must provide evidence of Public Liability and Property

Damage (PLPD) insurance for all motor vehicles owned, leased or

operated by the proponent/Contractor in an amount not less than five

million dollars ($5,000,000) general aggregate limit (photocopy of

policy declarations page is sufficient) [P/F].

6.1.4 Proponents must provide evidence of Workers’ Compensation Board

(WCB) insurance (photocopy of letter of good standing is sufficient)

OR provide a statement declaring exempt status5 [P/F].

Note 5: Exempt status applies in instances where there are two (2)

workers or less, including the owner.

6.1.5 Proponents must provide evidence of their ability to either secure or

renew a performance bond or irrevocable letter of credit (identifying

Divert NS as the “Obligee”) in the amount of $50,000 from a Surety

Company licensed to do business in Nova Scotia, the term of which

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shall coincide with the initial five-year term of any Service

Agreement(s) resulting from this RFP. Where a proponent already has

such a performance bond or ILOC in effect with Divert NS and expiry of

the current term of such bond or ILOC is one year or more following

the Closing Date of this RFP, then a copy of such bond or ILOC shall

satisfy this requirement [P/F].

6.1.6 Proponents must provide a statement confirming that they agree to a

credit check6 to be conducted by and at the discretion of Divert NS

[P/F].

Note 6: Where, in the sole opinion of Divert NS, a credit check is deemed unsatisfactory, it shall cause the proponent’s proposal to be disqualified from further consideration.

6.1.7 Proponents must disclose in a written statement, a description of any

perceived/potential or real conflict of interest which the proponent

believes may or does exist after reviewing Section 5.0 (Conflict of

Interest) OR simply complete part (c) of the Acceptance of

Requirements Form (Appendix A) declaring that the proponent believes

there is no conflict of interest7 [P/F].

Note 7: Failure by a proponent to disclose any perceived/potential

conflict of interest in their response to this RFP and which

Divert NS subsequently deems to be real shall result in

immediate disqualification of the proposal.

6.1.8 Proponents must fully complete and sign the Acceptance of

Requirements Form (Appendix A) [P/F].

6.2 Administrative

The following are administrative requirements:

6.2.1 A hardcopy of the proponent’s full business registration profile as

published on the (Nova Scotia) Registry of Joint Stock Companies

(RJSC) website8. This should be the complete profile, showing all

registration details, including (i) the company’s legal name as

appropriate for using in a potential contract, (ii) the business

registration number, (iii) the current status of registration at the time of

your proposal submission and (iv) the most recent registration renewal

date. If your registration is not in good standing (status of ‘active’),

describe your plan to correct this should your company be selected for

a service agreement emerging from this RFP; OR

Alternately, if your company is not registered in NS, describe your plan

to become registered in Nova Scotia should your company be selected

for a service agreement emerging from this RFP. If located outside

Nova Scotia, the proponent should be prepared for Divert NS to

request evidence of equivalent registration in the proponent’s own

jurisdiction, as part of the evaluation. If the proponent is unable to

provide it, this may adversely impact any potential award.

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Note 8: If the proponent is an individual whose proposal is submitted

under his/her personal name, as shown in his/her proposal,

business registration is not required. In this case only, the

proponent can disregard the requirements in 6.2.1 if desired,

or optionally include the following text in his/her proposal for

this sub-section: “This proposal is submitted under the

proponent’s personal name. Therefore, a business registration

profile is not included.”

6.2.2 The name, title, address, phone number and/or email address of the

person(s) representing the proponent’s company who will be legally

responsible for all contractual and financial issues which may arise as a

result of responding to this RFP.

6.2.3 The name, title, address, phone number and/or email address of the

person(s) duly authorized by the proponent’s company to respond to

Divert NS on all matters related to the content of the response to this

RFP.

6.2.4 Provide written submissions from two (2) references for which the

proponent has recently provided or is currently providing services. A

proponent currently providing services to Divert NS under the UTMP,

cannot use Divert NS as a reference. However, in this instance, the

proponent may source a letter of reference from a tire retailer and/or

tire processor/recycler. Each written submission should include:

✓ key contact information, including name, title, phone number

and/or email address;

✓ a brief description of the services provided by the proponent,

including, if/as applicable, territory covered, number of pickup

locations, length of routes, type and number of trucks and/or

other equipment assigned to the contract and the start date

and length of the contract;

✓ a clear indication as to whether or not the services met

expectations and/or contract/agreement requirements, if

applicable;

✓ if applicable, a clear indication as to whether or not the

services are or were delivered for the price originally agreed

upon; and

✓ if applicable, a clear indication as to whether or not a

contingency plan was requested or provided and, if used, that

it was satisfactory.

6.2.5 The proposal format reflects substantial adherence to instructions

provided.

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6.3 Technical Response

6.3.1 Provide a detailed description of equipment that the proponent intends

to dedicate for tire collection services, including number of straight

trucks and/or any other equipment to be used specifically and only for

such services, e.g. tractor unit(s), dry van trailer(s), dump trailer(s),

pup trailer(s), grapple hook(s), etc. For each, specify age, general

condition, load capacity and any other detail you wish to disclose –

photos should be included. Also, identify the service zone(s) to which

each piece of equipment will be assigned.

If additional equipment is to be purchased/leased should the

proponent’s proposal be accepted, provide timelines to secure such

equipment in addition to all available detail mentioned above.

6.3.2 Provide a summary table (using sample template below) of personnel

resources to be used for the proposed services, including:

✓ Identification of assigned service zone(s);

✓ Existing or intended role and/or title (e.g. Office Manager,

Dispatcher, Driver 1, Driver 2, etc.);

✓ Existing or intended status as either an employee or, if

applicable, sub-contractor; and

✓ Existing or intended status as either Full-Time (F/T) or Part-

Time (P/T).

Zone(s) Role/Title Employee/Sub-Contractor F/T or P/T

6.3.3 Provide details9 of the proponent’s employee health and safety

program which satisfies requirements under the (Nova Scotia)

Occupational Health and Safety Act and applicable Occupational Safety

General Regulations and Occupational Health and Safety First Aid

Regulations.

Note 9: A written overview of the program (maximum one page), along

with a few key program policies, as well as a table of contents from the

proponent’s OH&S program manual shall normally satisfy content

requirements for this criterion.

6.3.4 Provide a detailed description of experience and capabilities.

Experience with existing or previous comparable service agreements

should be highlighted in a response. Capabilities may relate to human

and capital resources, certain expertise, equipment and/or technology,

etc. Also, describe any similarities or differences with respect to

current service agreements which may be of benefit or present a

challenge if selected as a service provider for Divert NS.

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Advisory: Incumbent and former service providers are hereby made

aware that any documented non-performance issues and/or notices of

breach under current or past service agreements with Divert NS may

adversely impact their score in a response to this criterion.

6.3.5 Provide a detailed contingency plan which can be implemented in the

event of equipment or other failure which would interrupt normal

pickup and transportation of regulated and voluntary program materials

for a period exceeding 24 hours.

6.3.6 Divert NS follows, in principle, the Province’s commitment of

purchasing goods and services in a manner that is better for our

economy, our environment, and our communities. To find out more

about this government initiative go to:

https://procurement.novascotia.ca/policies-processes/sustainable-

procurement.aspx

To help Divert NS better understand the sustainable attributes for

service agreements awarded under this RFP, the proponent should

prepare the following:

6.3.6.1 A statement (maximum 2 paragraphs) that outlines the

proponent’s commitment to the sustainable prosperity of Nova

Scotia (e.g. meeting today’s needs without compromising the

needs of tomorrow);

6.3.6.2 A description of how the services you are proposing will be

provided in a sustainable manner (e.g. considering greenhouse

gas reduction, other efficiencies and/or waste reduction,

worker health and safety, and local economic development);

and

6.3.6.3 A description of any data currently being recorded that allows

you to track or measure the environmental impacts10 of your

fleet operations (e.g. kilometers travelled, fuel costs/savings,

reduced emissions, etc.) and reporting frequency.

Note 10: Divert NS will require regular reporting of this type of

data in a standard format to be developed in

consultation with the successful proponent(s).

6.4 Pricing Response

Responses for this section must be provided in a separate sealed envelope,

clearly marked “Pricing Response”.

Proponents are strongly encouraged to first review Section 4.5 (Key

Considerations) and Appendix C (Draft Service Agreement) and then fully

complete the Pricing Response template provided in Appendix E.

All pricing submitted in a response to this RFP must be shown exclusive of

Harmonized Sales Tax. For greater clarity, do not include HST.

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7.0 Proposal Submission Procedures

7.1 Closing Date

Proposals must be received by 3:00pm (AST), Monday, February 24, 2020,

and shall be delivered by regular mail, courier or in person to:

Gilles Doucette

Director of Operations

Divert NS

35 Commercial Street, Suite 400

Truro, NS B2N 3H9

All proposals delivered by regular mail, courier or in person are to be sealed

and clearly marked “Proposal – Tire Collection Services for Divert NS”. Receipt

of proposals will be acknowledged by email where an email address has been

provided with and/or is visible on the exterior of the sealed proposal

submission. Proposals received after the closing date and time will not be

considered. Proposals received via fax or email will not be considered.

7.2 Format

Proposals are to be submitted in a format that adheres to the numbering as

presented in Sections 6.1 through 6.4 inclusive. One double-sided print

unbound original, clearly marked ORIGINAL, and two double-sided print bound

copies clearly marked COPY are to be provided plus one electronic version (on

flash drive or other storage format).

As required in Sections 6.1.2 and 6.4, the Pricing Response must be submitted

in a separate sealed envelope – one clearly marked ORIGINAL and two clearly

marked COPY are to be provided plus one electronic version on a separate

flash drive (or other storage format) and included in the same sealed envelope.

7.3 Disqualification

Proposals should be concise and must address all mandatory requirements

detailed in this RFP document. Failure to do so will cause the proposal to be

deemed non-compliant and therefore immediately disqualified. Disqualified

proposals shall not receive further consideration.

7.4 Addenda

Any interpretation or change in the RFP document prior to the closing date will

be made by written addendum, which will be numbered, dated and sent to all

known proponents and posted to the Nova Scotia Procurement Services

website.

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These addenda shall become part of the RFP document. It is the responsibility

of the proponent to ensure that he/she has received all addenda or other

instructions issued by Divert NS during the RFP open period.

7.5 Clarifications

Clarifications requested by a proponent must be submitted to the Operations

and Procurement Specialist by email (dlyon@divertns.ca) not less than 5

business days prior to the RFP closing date. Clarifications requested less than

5 days prior to the closing date cannot be guaranteed a response. Verbal

requests for clarification will not be entertained. Significant clarifications will be

made in the form of an addendum which will be sent to all known proponents

and posted on the Nova Scotia Procurement Services website.

7.6 Amendment or Withdrawal of Proposal

Proponents may amend proposals submitted prior to the Closing Date by

submitting a new proposal with “Revised” written into the proposal submission.

Amended proposals received after the Closing Date will not be considered.

Proponents may withdraw their proposal at any time throughout the RFP

process prior to execution of a Service Agreement.

7.7 Ownership of RFP Responses and Access to Information

All documents, including RFP responses, submitted to Divert NS become the

property of Divert NS and are potentially subject to disclosure under the Nova

Scotia Freedom of Information and Protection of Privacy Act or otherwise. By

submitting a proposal, the proponent thereby agrees to public disclosure of its

content. Any information the proponent considers ‘personal information’ or

‘confidential information’ because of its proprietary nature should be marked as

“confidential” and will be subject to appropriate consideration but cannot be

guaranteed protection from disclosure.

Divert NS maintains the right to make additional copies of all responses for its

internal evaluation process and provide copies to the Evaluation Committee,

staff, advisors, or other entities which may support the Evaluation Committee.

The proponent acknowledges that any contract entered into pursuant to this

RFP is a public document.

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8.0 Proposal Evaluation Procedures

8.1 Opening

All proposals will be opened at the offices of Divert NS in accordance with any

relevant information supplied with this RFP document.

8.2 Evaluation Committee

An Evaluation Committee comprised of representatives of Divert NS and

potentially others shall evaluate the proposals. To assist in the evaluation of

the Responses, the Evaluation Committee may, but is not required to:

• Conduct reference checks relevant to the proposal with any or all of the

references cited in a response to verify any and all information regarding a

proponent and rely on and consider any relevant information from such

cited references in the evaluation of responses; and/or

• Conduct any background investigations that it considers necessary in the

course of the evaluation process and consider any relevant information

resulting in the evaluation of responses; and/or

• Conduct an in-person interview with a proponent prior to final evaluation of

a proponent’s Technical Response and rely on and consider any relevant

information from such interview in the evaluation of responses.

8.3 Scoring

The Evaluation Committee shall evaluate all submissions against a uniform set

of Proposal Evaluation Criteria (Appendix D).

The proposals will be evaluated using the following process:

Step 1: Verify each proposal is compliant with the Mandatory (PASS/FAIL)

Criteria identified in Section 6.1. Any proposal that does not meet all of the

Mandatory Criteria will be disqualified at this step and shall receive no further

consideration.

Step 2: For proposals meeting all of the Mandatory Criteria, each will undergo a

preliminary evaluation of the Administrative and Technical Response criteria. A

minimum qualifying score of 90 (out of 150) is required at Subtotal A for the

proposal to receive further consideration.

Step 3: For all proposals that achieve or exceed the minimum qualifying score

on the Administrative and Technical Response criteria, the Pricing Response

provided with the proposal will be evaluated for compliance, i.e. completeness

and in adherence to instructions provided in Sections 4.5, specifically Pricing,

and 6.4.

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Any Pricing Response deemed non-compliant by the Evaluation Committee

shall be immediately disqualified and shall automatically disqualify the

proponent from further consideration for the awarding of a service agreement.

Step 4: All compliant Pricing Response submissions will then be evaluated as

follows:

The Pricing Response submitted for Zone 1 only that presents the lowest

annual cost, using relevant data contained in Appendix B and as calculated by

the Evaluation Committee shall receive the maximum points allowable for the

Pricing Response for Zone 1. All other compliant Pricing Response submissions

for Zone 1 will receive a rating calculated by dividing the annual cost into the

lowest annual cost and multiplying by the maximum points allowable.

Example

Proponent Zone 1 per PTE Annual Cost Calculation Points

A $1.25 $276,913 Lowest 150 (max)

B 1.80 $398,754 $276,913/$398754*150 104.2

C 1.50 $332,295 $276,913/$332,295*150 125.0

Similarly, each Pricing Response submitted for Zones 2, 3 and 4 will be scored

in the same manner as above.

Step 5: The Evaluation Committee will identify a preferred proposal for Zone 1

by adding the proponent’s score at Subtotal A, to their score for the Pricing

Response for Zone 1. The highest combined score shall normally identify the

preferred proposal for Zone 1 and, subject only to the outcome of an

“optional” interview as contemplated below, determine the successful

proponent.

Similarly, a preferred proposal for each of Zones, 2, 3 and 4 will be identified

in the same manner as above.

Optional: The Committee may opt to conduct an in-person interview with one

or more preferred proponent(s) and/or other high scoring proponents to verify

proposal information and/or validate scoring of the proposal(s) prior to

selecting the successful proponent(s).

Step 6 (if necessary): Following the interview(s), the Evaluation Committee will

re-visit the Technical Response component of the preferred proposal(s) and/or

Technical Responses of other high scoring proponents to arrive at a confirmed

or adjusted Final Score for each proponent interviewed.

Step 7 (if necessary): Where an adjusted Final Score for the any of the

proponents interviewed no longer makes a proposal first identified in Step 5

above a preferred proposal for a particular zone, the Evaluation Committee

may, at its sole and unfettered discretion, identify a new preferred proposal for

that particular zone and successful proponent in a manner consistent with this

process.

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Tie Breaker

Where two or more proposals achieve the same highest combined score for a

particular zone, the proposal with the higher scoring Pricing Response shall be

deemed the preferred proposal for that particular zone.

Should two or more proposals achieve identical highest scores, both at

Subtotal A and for the Pricing Response, Divert NS shall defer to Section

10.1.3 of this RFP in determining the preferred proposal for a particular zone.

The Evaluation Committee shall conduct its business in a non-partisan manner

at all times.

8.4 Notification

The successful proponent(s) shall be notified by email or regular mail of the

acceptance of their proposal following completion of the proposal evaluation

process.

8.5 Awarding of Contract

The awarding of any service agreements as a result of this RFP shall be at the

sole discretion of Divert NS. Divert NS reserves the right to either award a

service agreement to the most effective proponent for each zone as

determined by the evaluation criteria or not to make an award if none of the

proposals received represents an acceptable level of value and risk in the

opinion of the Evaluation Committee.

In the event that Divert NS and a successful proponent are unable to finalize

and enter into a contract within ten (10) days of Divert NS notifying the

proponent that is was a successful proponent for a particular zone, Divert NS

shall have the right at its discretion to enter into negotiations with the next

highest scored proponent for that zone for the award of a service agreement

and Divert NS shall have no other responsibility to the original successful

proponent with whom a service agreement could not be finalized.

9.0 Liability for Errors

While Divert NS has made efforts to ensure an accurate representation of information in

this RFP, the information contained in the RFP, including materials incorporated by

reference or made available in connection with this RFP, is supplied solely as a

guideline for proponents. The information is not guaranteed or warranted to be

accurate by Divert NS, nor is it necessarily comprehensive or exhaustive.

The proponent, by submitting a proposal, agrees that it will not claim damages,

including damages incurred by the proponent in preparing its proposal or for matters

relating to any service agreement or in respect to the competitive process, and the

proponent by submitting a proposal, waives any claim for loss of profits if no service

agreement is made with the proponent.

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10.0 Reservation of Rights

10.1 Divert NS reserves the following rights:

10.1.1 To reject any proposal not meeting the requirements as outlined in the

RFP document;

10.1.2 To reject any or all proposals if deemed unsatisfactory or fail to meet

the mandatory requirements;

10.1.3 To accept or reject any or all proposals, or to accept any proposal

deemed most satisfactory and in the best interests of Divert NS, which

shall be determined at the sole, unfettered discretion of Divert NS;

10.1.4 To waive formality, informality or technicality in any proposal of a non-

material nature;

10.1.5 Where all price offers among the eligible, qualified proposals exceed

Divert NS’ budget for Tire Collection Services, and Divert NS is

unwilling or unable to award an agreement at the proposal price and

does not wish to abandon this initiative, Divert NS reserves the right to

initiate a re-proposal process or negotiate with proponents in an effort

to adjust service requirements in such a way to reduce proposal prices

while preserving the integrity of Divert NS objective of the RFP;

10.1.6 To enter into negotiations with another of the proponents submitting a

proposal prior to a final award;

10.1.7 The lowest priced proposal, or any proposal for a particular zone, will

not necessarily be accepted; and

10.1.8 The right to cancel this RFP at any time.

11.0 Disclaimer

This RFP document does not constitute an offer, nor promise to offer to enter into any

business agreement or relationship, nor should any intent to enter into a service

agreement or relationship be construed. It is a guidance document to assist

proponents in preparing a proposal to provide Tire Collection Services for Divert NS.

This RFP implies no obligation on Divert NS to accept any proposal submitted. Divert

NS shall not be responsible for any costs incurred by proponents in preparing a

response to this RFP document or by participating in this RFP.

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Appendix A

Acceptance of Requirements

On behalf of __________________________________________________, I hereby certify that:

a. We have read, understood the RFP (No. RRFB0077) and issued Addenda

No. __ to _ and we accept the terms of the mandatory requirements;

b. We agree to the mandatory requirements;

c. We declare that there is conflict of interest between the

company and Divert NS as defined in Section 5.0 of the RFP.

d. We have provided evidence of our ability to meet the mandatory

requirements contained in this Request for Proposal, identified by the

terminology “must” or “shall” or indicated as Pass/Fail [P/F].

We understand that if, during the evaluation process, Resource Recovery Fund Board, Inc.

(operating as Divert NS) concludes that we have made any misrepresentation in our response

regarding such minimum requirements, we will be disqualified from this competition.

Name of Executive Sponsor (print): ______________________________

Signature of Executive Sponsor: ______________________________

Title of Executive Sponsor: ______________________________

Date: _______________

Note: Executive Sponsor is normally the Senior Responsible Owner

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Appendix B

Collection Data and Number of Retailer Pickup Locations

(Data Covers the Period October 1, 2018 to September 30, 2019)

(Retailer Count is Current to January 17, 2020)

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Appendix C

Draft Service Agreement Advisory: Proponents should anticipate that a final version of each agreement presented to the preferred proponent(s) following the evaluation process will mirror or very closely resemble the content of this draft.

RESOURCE RECOVERY FUND BOARD, INCORPORATED

ZONE 1 TIRE COLLECTION SERVICES AGREEMENT

THIS AGREEMENT made as of the ___ day of March, 2020, and effective the 1st day

of May, 2020 BETWEEN:

RESOURCE RECOVERY FUND BOARD, INCORPORATED, a body corporate, incorporated and existing under the laws of the Province of Nova Scotia, operating as Divert NS (hereinafter called “Divert NS”)

OF THE FIRST PART

- and -

NAME OF COMPANY, a body corporate, incorporated and existing under the laws of the Province of ____________________ (hereinafter called the “Contractor”)

OF THE OTHER PART

WHEREAS Divert NS has entered into an Agreement with the Province of Nova Scotia,

as represented by the Minister of Environment (the “Minister”), to carry out certain functions and perform certain duties and responsibilities under the Solid Waste-Resource Management Regulations (the “Regulations”) of the Environment Act of the Province of Nova Scotia (the “Act”);

AND WHEREAS Divert NS has been mandated to develop and implement industry stewardship programs;

AND WHEREAS the Minister amended the Regulations to provide for an industry stewardship program to recycle certain types of used tires (the “Used Tire Management Program” or “UTMP”) established January 2, 1997;

AND WHEREAS Divert NS has entered into an industry stewardship agreement with individual tire retailer locations (the “Tire Retailers”) to recover certain types of used tires accepted from the public, and has established an arrangement with a number of privately operated vehicle salvage yards (the “Salvage Yards”) and municipally operated waste management facilities (the “Waste Management Facilities”) to recover these same certain types of used tires received incidentally from the public;

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AND WHEREAS Divert NS has developed and implemented a voluntary program to recycle used bicycle tires and bicycle inner tubes (the “Bicycle Tire Recycling Program”) established June 7, 2018;

AND WHEREAS Divert NS has entered into an arrangement with a number of bicycle retailer locations (the “Bicycle Retailers”) to voluntarily accept all types and sizes of used bicycle tires and bicycle tire inner tubes from the public and deliver these bundled materials to a Tire Retailer;

AND WHEREAS Divert NS requires the services of a local contractor to pick up materials collected under the Used Tire Management Program and Bicycle Tire Recycling Program and transport such materials from Tire Retailers, Salvage Yards and Waste Management Facilities (each an “Authorized Pickup Location”) to one or more location(s) designated by Divert NS for processing/recycling/trans-shipping (each a “Designated Location”);

AND WHEREAS the Contractor is in the business of providing collection and transportation services;

AND WHEREAS Divert NS issued a Request for Proposal dated January 24, 2020 and attached hereto as Schedule “D” related to tire collection services (the “RFP”);

AND WHEREAS the Contractor responded to such RFP with a proposal dated February ___, 2020 and attached hereto as Schedule “E” (the “Proposal”); AND WHEREAS Divert NS accepted the Contractor’s proposal for Tire Collection Services for Zone 1;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto agree as follows:

ARTICLE 1 - DEFINITIONS 1.01 In this Agreement:

(a) “Agreement” means this Agreement, all schedules attached hereto and all instruments supplemental hereto or in amendment or confirmation thereof;

(b) “Act” means the Environment Act, S.N.S. 1994-95, c. 1 and any amendments

thereto;

(c) “Authorized Pickup Location” (listing attached hereto as part of Schedule “A”) means any and all of the following: (i) “Tire Retailer” means a retailer of New Tires (as defined under the

Regulations) also accepting Used Tires from the public and having an agreement with Divert NS for their recovery under the UTMP;

(ii) “Salvage Yard” means a vehicle salvage yard receiving Used Tires incidentally from the public and having an arrangement with Divert NS for their recovery under the UTMP;

(iii) “Waste Management Facility” means a municipal waste management facility receiving Used Tires incidentally from the public and having an arrangement with Divert NS for their recovery under the UTMP; and

(iv) any other location having Used Tires and which may, from time to time, make an arrangement with Divert NS for their recovery under the UTMP.

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(d) “Contractor” means NAME OF COMPANY, a body corporate incorporated under the laws of the Province of ____________________;

(e) “Designated Location” (listing attached hereto as Schedule “B”) means any

and all of the following:

(i) Halifax C&D located at 24 Mills Drive Goodwood, NS, authorized by Divert NS to receive Regulated Program Materials for processing/recycling;

(ii) Lafarge Canada Inc. located at 87 Cement Plant Road, Brookfield, NS, authorized by Divert NS to receive Regulated Program Materials for processing;

(iii) Divert NS Processing/Warehouse Facility located at 119 Mingo Road, Kemptown, NS, receiving Voluntary Program Materials for interim storage and trans-shipping; and

(iv) any other location as may, from time to time, be designated by Divert NS to receive Regulated and/or Voluntary Program Materials for processing/recycling/trans-shipping.

(f) “Designated Storage Location” means either a sheltered and secure, or

unsheltered but secure location for the Temporary Storage of Used Tires and used by the Contractor in providing the Services;

(g) “Designated Material” means a material banned from landfills in Nova Scotia and listed in Schedule “B” of the Regulations and as amended from time to time;

(h) “Divert NS” means the Resource Recovery Fund Board, Incorporated, a body

corporate incorporated under the laws of the Province of Nova Scotia, operating as Divert NS;

(i) “Effective Date” means the 1st day of May, 2020;

(j) “Fee for Services” means the “Per PTE Price” as set out in Schedule “C”

attached hereto and payable by Divert NS to the Contractor in accordance with Article 4 hereof;

(k) “Hardware” means portable hand-held barcode scanners for collecting and

submitting data from field operations as part of the Materials Control System;

(l) “Materials Control System” means a custom-built software platform for tracking Divert NS program materials, generating reports and issuing payment to service providers known as ROCAPS2000™ (Divert NS “Recovery Operations Collection and Payment System”) or its substitute as determined by Divert NS;

(m) “Passenger Tire Equivalent” or “PTE” means the deemed standard weight of a

single used passenger car tire (1 PTE = 10 kilograms or 22.05 pounds);

(n) “Regulated Program Materials” means any and all of the following: (i) used passenger car tires and light truck tires, including all on-road

motorcycle, camper and trailer tires; (ii) used highway truck, tractor, and trailer tires with a rim size not exceeding

24.5 inches; and (iii) any other used tire types and sizes which may, from time to time, be

added to Schedule “B” of the Regulations as a Designated Material;

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(o) “Regulations” means the Solid Waste-Resource Management Regulations pursuant to the Act;

(p) “RFP” means the Request for Proposal issued by Divert NS as described in the

recitals;

(q) “Services” means those services provided by the Contractor to Divert NS in accordance with Article 3 hereof;

(r) “Temporary Storage” means the storage of Used Tires to await trans-

shipping/delivery to a Designated Location at a later date and stored in compliance with applicable laws, by-laws, regulations, ordinances and other similar provisions;

(s) “Trans-shipping” means the transferring of either Regulated Program Materials

or Voluntary Program Materials from a Designated Storage Location or Designated Location to another Designated Location;

(t) “Used Tire” means a tire identified under Regulated Program Materials or

Voluntary Program Materials and which has been de-rimmed and is free of excessive moisture and/or other contaminants so as to make it suitable for processing/recycling;

(u) “Used Tire Management Program” or “UTMP” means the Used Tire recycling

program established by Divert NS under authority of the Regulations;

(v) “Voluntary Program Materials” means any and all of the following: (i) used bicycle tires and bicycle tire inner tubes, regardless of size; and (ii) any other used tire types and sizes for which Divert NS may, from time to

time, develop a voluntary recycling program;

(w) “Zone” means the geographic service area as described in Schedule “A”.

ARTICLE 2 - TERM AND RENEWAL

2.01 The term of this Agreement shall be from May 1, 2020 to April 30, 2025 (the “Initial Term”) and shall be subject to not more than two (2) successive annual (1-year) renewal terms (each a “Renewal Term”) which may be exercised at the sole and unfettered discretion of Divert NS.

2.02 Unless the parties otherwise agree, the Fee for Services for years four and five of the

Initial Term will be based on an annual Consumer Price Index for Nova Scotia adjustment from the pricing of the immediately preceding year. Any request for an additional fee increase beyond such adjustment must be supported by information documenting unanticipated and extraordinary increases in costs.

2.03 Divert NS shall provide the Contractor with a minimum ninety (90) days notice of its intent

to either exercise or not exercise a Renewal Term. Any Renewal Term shall come into effect immediately upon expiration of the Initial Term, or previous Renewal Term, subject only to the parties having agreed, in writing, to any amendments to the terms and conditions of this Agreement and/or Fee for Services for the Renewal Term. Any such written amending agreement(s) shall be attached to and form part of this Agreement for the duration of the Renewal Term(s).

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ARTICLE 3 – SERVICES AND CONTRACTOR RESPONSIBILITIES 3.01 The Contractor will carry out the following services and responsibilities:

(a) in consultation with all Authorized Pickup Locations identified in the Listing of Authorized Pickup Locations (part of Schedule “A” as amended by Divert NS from time to time) develop route mapping and establish and maintain an appropriate, convenient and timely pickup schedule for the collection of Used Tires within the Zone;

(b) provide all Authorized Pickup Locations with accurate and current information

for the Contractor’s primary and backup contact persons and obtain and maintain accurate and current contact information for each Authorized Pickup Location to facilitate prompt communication regarding the pickup schedule or other issue(s) impacting the collection of Used Tires within the Zone;

(c) provide all Designated Locations with accurate and current information for the

Contractor’s primary and backup contact persons and obtain and maintain accurate and current contact information for each Designated Location to facilitate prompt communication regarding receiving hours or other issue(s) impacting the delivery of Used Tires from the Zone to a Designated Location;

(d) provide weekday (normally Monday through Friday) collection of Used Tires

from Authorized Pickup Locations within the Zone in adherence to the established pickup schedule;

(e) provide one-time or infrequent collection of Used Tires as may be

requested/required from time to time for certain existing or newly Authorized Pickup Locations within the Zone;

(f) promptly advise any affected Authorized Pickup Location(s) and/or Designated

Location(s) of any significant delay or change to the pickup schedule which is likely to cause an expected same-day pickup or delivery (as applicable) to be missed. The Contractor shall also promptly advise Divert NS of any such delays or changes and the cause.

(g) at each Authorized Pickup Location:

✓ check first to ensure the Used Tires available on-site are suitable for processing/recycling, i.e. de-rimmed and free of contaminants, except for seasonal moisture content (water/ice/snow);

✓ check second to ensure all Used Tires suitable for processing/recycling can be safely accessed – do not attempt to extract Used Tires or load in areas that may pose serious risk to personal or vehicle/equipment safety;

✓ collect/load by hand bombing or, if practical, by mechanical means only those Used Tires that the Contractor’s employee(s) deem suitable for processing/recycling and can be safely accessed/extracted;

✓ segregate all Voluntary Program Materials, i.e. bundled bicycle tires and tubes, from all other Used Tires so as to ensure they do not get delivered to, or offloaded at, a Designated Location for Regulated Program Materials;

✓ once loading is complete, fill in all fields on the required Authorized Pickup Location form (as provided by Divert NS and which may be amended from time to time) and leave the appropriate colour-coded copy at the Authorized Pickup Location;

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(h) once a collection route is completed and/or a full truckload is achieved at any Authorized Pickup Location:

✓ transport the Used Tires to a Designated Storage Location within the Zone for trans-shipping to a Designated Location at a later date (if applicable); OR

✓ coordinate transport of the Used Tires direct to a Designated Location for Regulated Program Materials as directed by Divert NS (subject to delivery scheduling if required);

✓ ensure all Voluntary Program Materials have been appropriately segregated and either offloaded for Temporary Storage prior to delivery OR kept onboard during delivery at a Designated Location for Regulated Program Materials, and later placed in Temporary Storage;

(i) at each Designated Location for Regulated Program Materials:

✓ check first with the site supervisor or their designate to confirm the appropriate onsite location for delivery/offloading;

✓ prior to offloading, fill in all fields on the required Delivery Cover Sheet which includes tallied data from applicable Authorized Pickup Location forms (as provided by Divert NS and which may be amended from time to time);

✓ offload all Regulated Program Materials by hand bombing or, if practical, by mechanical means;

✓ once offloading is complete, ensure any and all other paperwork needed by the Contractor and/or the processor/recycler is completed and any originals/copies of such paperwork are left with the processor/recycler as required;

(j) if applicable, and as needed/required, coordinate trans-shipment of Regulated

Program Materials held in Temporary Storage to a Designated Location for Regulated Program Materials as directed by Divert NS;

(k) as needed/required, coordinate trans-shipment of Voluntary Program Materials

held in Temporary Storage to the Designated Location for Voluntary Program Materials as directed by Divert NS; and

(i) if tracking software is introduced to the UTMP during the Initial Term or any

Renewal Term of this Agreement, the Contractor and its affected employees shall comply with the proper use and care of the Materials Control System and Hardware as contemplated in Article 6 hereof.

3.02 The Contractor will ensure that any request from an Authorized Pickup Location or

directive from Divert NS for a one-time only or infrequent pickup (falling outside of the scope of the established pickup schedule) is addressed within ten (10) business days following receipt of such notice or directive and to the satisfaction of Divert NS.

3.03 With respect to Article 3.01 (g), at the time of pickup, the Contractor shall make every

reasonable effort to load all available Used Tires on site but shall be permitted by Divert NS to leave behind any Used Tires that, in the opinion of the Contractor’s employee(s), have excessive contamination and/or cannot be safely accessed/extracted.

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3.04 In performing the Services in Article 3.01 the Contractor will handle all Used Tires in accordance with all standards, rules, regulations, instructions and specifications as may be determined by Divert NS from time to time. The Contractor further agrees to comply with any and all related operating procedures as may be implemented and/or as directed by Divert NS from time to time.

3.05 The Contractor shall provide all of the equipment, supplies, capital, and labour

necessary for the provision of the Services in accordance with this Article 3, including but not limited to motor vehicles and other equipment suitable for the collection/loading/transport of Used Tires and any minimum resource expectations for equipment and personnel as provided in the RFP. The Contractor further agrees that all necessary motor vehicles, equipment and personnel shall be deemed dedicated resources and shall be assigned specifically and solely for provision of the Services under this Agreement only. The Contractor may only engage sub-contractors in accordance with Article 9.01.

3.06 The Contractor shall obtain and maintain all permits, licenses, operating certificates, and

authorizations required for the operation of its business and for the delivery of the Services and shall comply with all applicable federal, provincial, regional and municipal laws, by-laws, regulations, ordinances, and other similar provisions. The Contractor shall provide proof of all permits, licenses, operating certificates, and approvals upon the request of Divert NS.

3.07 The Contractor shall assume all financial and legal responsibility for the contractual

delivery and performance obligations related to providing the Services. Furthermore, in the event that the Contractor engages the services of a sub-contractor, the Contractor assumes full financial and legal responsibility for the sub-contractor’s contractual delivery and performance obligation.

3.08 The Contractor shall be responsible for any and all taxes applicable to its business. 3.09 The Contractor shall not represent that it is owned or in any way related to Divert NS

except that it may, during the term of this Agreement, represent that it is authorized by Divert NS to perform the Services as set out herein.

3.10 The Contractor acknowledges and agrees that Divert NS may conduct random audits of

records kept by the Contractor and relating to the delivery of Zone 1 Tire Collection Services to confirm compliance with the terms of this Agreement.

3.12 The Contractor shall provide such information and reports to Divert NS related to the

Services as requested by Divert NS.

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ARTICLE 4 – FEE FOR SERVICES

4.01 Divert NS agrees to pay to the Contractor, the “Per PTE Price” identified in Schedule “C” attached hereto and in amounts as adjusted and calculated in accordance with 4.02 below. No other compensation shall be payable to the Contractor, unless otherwise provided in this Agreement.

4.02 Total Fee for Services amounts payable to the Contractor shall be calculated by Divert NS using the following process:

Step 1: Confirm/verify the Contractor’s collected Used Tire unit counts and conversion to PTEs using Conversion Ratios presented in Table 1 below.

Table 1: PTE Conversion Ratios

Tire Type PTE Weight*

Passenger Car and Motorcycle

(regardless of rim size) = 1 = 10 kgs

Light Truck Tire

(not exceeding 17” rim size) = 1 = 10 kgs

Medium truck, highway truck and tractor/trailer tires

(rim size greater than 17” but not exceeding 24.5”) = 5 = 50 kgs

Super Single (tread face width approximately 18”)

(rim size greater than 17” but not exceeding 24.5”) = 10 = 100 kgs

Bicycle Tires and Tubes – Bundle of 25

(regardless of size) 1 10 kgs

* Weight is approximate

Example: 50 car tires + 10 tractor/trailer tires + 5 super singles = 150 PTEs

150 PTEs = approximately 1,500 kgs delivered to processor/recycler

Step 2: Use the processor’s/recycler’s scaled/confirmed net receiving weight reported

to Divert NS and the Contractor to determine actual PTEs versus Contractor’s

estimated PTEs.

Example: scaled/confirmed net receiving weight is 1,422 kgs (not 1,500 kgs)

1,422 kgs = 142.2 PTEs

Step 3: Apply the applicable Moisture Deduction Percentage to the scaled/confirmed

net receiving weight referencing Deduction Percentages presented in Table 2

below.

Table 2: Moisture Deduction Percentages

Month(s) Deduction

April through October 2.5%

November 5.0%

December through March 7.5%

Example: Net receiving weight of load received in January was 1,422 kgs 1,422 kgs minus 7.5% = 1,315.35 kgs = 131.535 PTEs

Step 4: Provided that the processor/recycler deems the load to be free of contaminants other than seasonal moisture, total Fee for Services amount payable is:

Example: Assumption: Per PTE Price is $1.25

131.535 PTEs x $1.25 per PTE = $164.42 plus HST

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Step 5: (if applicable) Where the processor/recycler deems the load to contain other contaminants in addition to seasonal moisture but instead of rejecting the load, it accepts the load and separates out the other contaminants and invoices Divert NS for de-contamination.

Example: 30 minutes to remove contaminants at hourly labour rate of $60

0.5 Hours x $60 per Hour = $30 plus HST Total Fee for Services amount payable to the Contractor now is: $164.42 minus $30.00 = $134.42 plus HST

4.03 The Contractor shall invoice Divert NS in accordance with such standards, practices

and forms as Divert NS may establish or prescribe from time to time. Divert NS will pay to the Contractor, within thirty (30) days of the date of the Contractor’s invoice, or such shorter period as is determined as a policy of Divert NS, via electronic funds transfer the applicable Fee for Services.

ARTICLE 5 - SECURITY

5.01 The Contractor shall provide at all times during the term of this Agreement or any

renewal thereof a Performance Bond or Irrevocable Letter of Credit (ILOC)

guaranteeing and securing the obligations of the Contractor to Divert NS under this

Agreement in a form which is acceptable to Divert NS. Such Performance Bond or

ILOC shall be in an amount determined as per the schedule below.

Service Level Description Bond/ILOC Amount

Single Zone Providing services in one zone only $50,000

Multi-Zone Providing services in two or more zones

(maximum of four zones)

$100,000

(maximum*)

* For clarity, the Bond/ILOC Amount will hold at $100,000 if servicing two, three or four zones

The Performance Bond or ILOC shall be made in favour of or payable to Divert NS, which will remain on deposit or in effect for the term of this Agreement. The proceeds of such Performance Bond or ILOC shall be payable to Divert NS. A copy of the Performance Bond or ILOC delivered by the Contractor at or before the time of execution of the Agreement is attached to this Agreement and its continued validity, or the continued validity of a replacement agreed to in writing by Divert NS, is an integral part of this Agreement.

5.02 Divert NS may without prejudice to any other remedy it may have, call for payment

pursuant to the Performance Bond or Irrevocable Letter of Credit upon the happening of any event or the development of any situation entitling Divert NS to terminate this Agreement.

5.03 In the event Divert NS chooses to exercise its right to call upon the Performance Bond

or Irrevocable Letter of Credit, Divert NS shall first give notice in writing to the Contractor of its intent to call upon the Performance Bond or ILOC setting forth the reason(s) (the “Notice”), and in the event the Contractor has failed to cure the cause of the Notice to the satisfaction of Divert NS within forty-eight (48) hours of delivery of the Notice, Divert NS may call upon the Performance Bond or ILOC for the full amount or such lesser amount as Divert NS in its discretion may determine.

5.04 The amount called upon by Divert NS pursuant to the Performance Bond or Irrevocable

Letter of Credit shall be retained by Divert NS for its own use as liquidated damages until and unless an Arbitrator or Court of competent jurisdiction determines that the damages actually incurred are lesser than or in excess of the amount called upon in

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which event nothing herein restricts the ability of the Court or the Arbitrator to determine the net amount due to or due from the Contractor.

5.05 Where the Contractor is concurrently providing services similar to those set out in this

Agreement but under separate Agreement(s) with Divert NS for any service Zone(s) identified in such Agreement(s), a single Performance Bond or Irrevocable Letter of Credit in the amount as per the schedule in 5.01 above shall satisfy Divert NS and that amount shall become the aggregate amount required for all Agreements for which the Contractor is responsible.

ARTICLE 6 - MATERIALS CONTROL SYSTEM

6.01 The Contractor acknowledges that, in the event Divert NS introduces the Materials

Control System to the Used Tire Management Program during the Initial Term or any Renewal Term of this Agreement, the Contractor agrees to comply with all procedures established by Divert NS relating to the collection of Used Tires to ensure the integrity of the UTMP.

6.02 In the event that the Materials Control System is introduced to the UTMP, Divert NS

shall provide to the Contractor, all of the Hardware required to operate the Materials Control System. The Contractor agrees to maintain such Hardware in good condition, reasonable wear and tear only accepted. If such Hardware is damaged or destroyed, the Contractor shall be responsible to pay for such damage or destruction. The Contractor acknowledges and agrees that Divert NS shall have the right, exercisable solely at its discretion, to charge a deposit on the use of the hardware associated with the Materials Control System.

6.03 In the event that the Materials Control System is introduced to the UTMP, Divert NS

shall provide to the Contractor the training required to operate the Materials Control System and its related Hardware. The Contractor shall assign a designated employee to complete the training and thereafter such designated employee shall be responsible for training all other employees of the Contractor as required to ensure the Materials Control System operates without interruption to the extent that the Contractor can reasonably be held responsible. The necessary training shall be provided at no cost to the Contractor except that any salary and/or wages and benefits for the designated employee attending the training or any other employee trained by such designated employee shall be the sole responsibility of the Contractor.

ARTICLE 7 - REPRESENTATIONS AND WARRANTIES

7.01 The Contractor has the knowledge, skills, and technical know-how required to provide

the Services; 7.02 The Contractor has the necessary vehicles, equipment and accessories required to

provide the Services; 7.03 The Contractor has the management skills, expertise, knowledge and the necessary

personnel or the ability to obtain the necessary personnel required to provide the Services and to report on its activities to Divert NS as required;

7.04 The Contractor is in good standing with and shall at all times during the Initial Term and

any Renewal Term of this Agreement remain in good standing with the Workers’ Compensation Board and will provide proof of same when requested by Divert NS;

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7.05 The Contractor shall at all times handle program materials in accordance with all standards, rules, instructions and specifications as may be determined by Divert NS from time to time; and

7.06 The Contractor has and shall maintain all permits, licenses, operating certificates, and

authorities required for the purpose of maintaining its business and carrying out the Services.

ARTICLE 8 – INSURANCE

8.01 The Contractor shall maintain comprehensive commercial general liability (“CGL”)

insurance coverage over all of its business assets and public liability and property damage (“PLPD”) insurance in an amount not less than five million dollars ($5,000,000.00) general aggregate limit.

8.02 All motor vehicles owned, leased or operated by the Contractor shall be duly insured in

the name of the Contractor and shall not bear the name or identity of Divert NS or any of its trade names or trade-marks without Divert NS’ written consent. The Contractor undertakes and agrees to maintain public liability and property damage insurance on all such vehicles in an amount not less than five million dollars ($5,000,000.00) general aggregate limit.

8.03 The Contractor shall submit to Divert NS, upon entering into this Agreement, a

certificate from its insurer or insurers in a form acceptable to Divert NS that insurance coverage detailed in this Article is in effect and adding Divert NS as an “additional insured” for purposes specific to notice of cancellation or any material change in the provisions thereof and any claims which may arise regarding freight contents for materials owned by or entrusted to the care of Divert NS as per Article 9.03 below.

ARTICLE 9 - ACKNOWLEDGEMENTS

9.01 The Contractor acknowledges and agrees that any sub-contractors it wishes to engage

for the delivery of the Services will be subject to the approval of Divert NS. 9.02 The Contractor acknowledges and agrees that Divert NS has made and makes no

warranties or guarantees as to the accuracy of the tender documents, and more specifically, makes no representation or warranty as to the quantity of Used Tires that will be required to be collected, transported and delivered.

9.03 The Contractor acknowledges that Divert NS shall retain title to all Used Tires at all

times and that it is a bailee acting for and on behalf of Divert NS. The Contractor bears responsibility to Divert NS for preservation of title, delivery and protection of the Used Tires and the Contractor will insure against any loss thereof accordingly.

9.04 The Contractor acknowledges that Divert NS may, from time to time, add or remove

any location(s) included as an Authorized Pickup Location or Designated Location. The parties agree that Schedules “A” and “B” will be considered to be amended upon Divert NS providing written notice to the Contractor.

9.05 The Contractor acknowledges that Divert NS may, from time to time, assume

responsibility for the collection, transportation and delivery of certain other used tire types and sizes, i.e. newly Designated Materials under the UTMP. The parties agree that the respective Schedule or Schedules will be considered to be amended upon Divert NS providing written notice to the Contractor.

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ARTICLE 10 - DEFAULT AND TERMINATION

10.01 In the event that the Contractor shall be in default of any one or more of the terms and conditions of this Agreement, as evidenced by way of written notice from Divert NS stating particulars of such default(s), each occurrence of the default(s) shall be subject to certain procedures and stepped remedies as set out herein:

(i) Upon receipt of first written notice of default(s)

The Contractor shall have two (2) business days within which to remedy any such default(s) or, if the default(s) cannot be reasonably cured within such period, to initiate within that time appropriate, substantial and continuing action to cure the default and to provide evidence thereof to Divert NS.

(ii) Upon receipt of second written notice of default(s)

Where the default(s) differ(s) entirely from the default(s) identified in the first written notice, the Contractor shall have two (2) business days within which to remedy any such default(s) or, if the default(s) cannot be reasonably cured within such period, to initiate within that time appropriate, substantial and continuing action to cure the default(s) and to provide evidence thereof to Divert NS.

Where any one default or more is a re-occurrence of a default identified in the first written notice, the Contractor shall have two (2) business days within which to remedy each of the re-occurring and any other default(s).

(iii) Upon receipt of third written notice of default(s) Where the default(s) differ(s) entirely from the default(s) identified in the first and second written notices, the Contractor shall have two (2) business days within which to remedy any such default(s) or, if the default(s) cannot be reasonably cured within such period, to initiate within that time appropriate, substantial and continuing action to cure the default(s) and to provide evidence thereof to Divert NS. Where any one default or more is a re-occurrence of a default identified in either the first written notice only or second written notice only, the Contractor shall have two (2) business days within which to remedy each of the re-occurring and any other default(s). Where any one default or more is a re-occurrence of a default identified in both the first and second written notices, Divert NS shall have the right to elect to immediately terminate this Agreement.

Any subsequent default(s) requiring written notice shall be subject to the pattern of procedures and remedies established above. Where the Contractor fails to remedy a default which can be reasonably cured within two (2) business days and/or fails to initiate appropriate, substantial and continuing action to cure a default which cannot be reasonably cured within two (2) business days and/or fails to remedy such default, Divert NS shall have the right to elect to immediately terminate this Agreement.

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10.02 In the event that any of the real property, goods and chattels of the Contractor are at any time seized in execution or attachment by any creditor of the Contractor or the Contractor shall make an assignment for the benefit of creditors or any bulk sale or become bankrupt or insolvent or take the benefit of any legislation now or hereafter in force for bankruptcy or insolvent debtors, or any order shall be made for the winding-up of the Contractor, appointment by private or judicial means of a Receiver respecting the Contractor’s property or an order terminating corporate existence of the Contractor, then in any such case, Divert NS shall be entitled to immediately terminate this Agreement.

10.03 In the event that the Contractor fails to maintain all licenses, permits, operating

certificates or other lawful requirement or fails to comply with any environmental order or other statutory or regulatory order or requirement notwithstanding Article 10.01 Divert NS shall be entitled to immediately terminate this Agreement.

10.04 In the event that Divert NS terminates this Agreement pursuant to this Article 10, Divert

NS’ only responsibility to the Contractor shall be to pay the Contractor for the Services invoiced to the date of termination in the notice provided by Divert NS to the Contractor.

10.05 This Agreement may be terminated prior to the end of the (Initial or any Renewal) Term

provided that both Divert NS and the Contractor mutually agree to the early termination. Such termination must be in writing and duly executed by both parties and the date of termination shall be specified. In the event of such early termination, the Contractor shall perform the Services to the date of termination and Divert NS shall pay the Contractor for Services invoiced to the date of termination.

ARTICLE 11 - CONFIDENTIALITY

11.01 In the performance of this Agreement or in contemplation thereof, Divert NS and the

Contractor may each have access to computer programs, marketing and sales information, customer lists, know-how, trade secrets and confidential information owned by the other. Each party shall keep all such information confidential in accordance with reasonable industry practices and shall only make such information available to its officers, directors and employees on a need to know basis.

11.02 The foregoing shall not include:

(a) Information which was known by one party prior to its receipt from the other; (b) Is or becomes public knowledge without the fault of the recipient; (c) Is rightfully received by the recipient from a source other than a party to this

Agreement; or (d) Information required to be disclosed pursuant to any legal process or

applicable law.

ARTICLE – 12 WAIVER 12.01 No covenant or condition of this Agreement may be waived except by the written

consent of Divert NS, and forbearance or indulgence by Divert NS in any regard whatever shall not constitute a waiver of the covenant or condition to be performed by the Contractor and until complete performance by the Contractor of the covenant or condition, Divert NS shall be entitled to invoke any remedy available to Divert NS under this Agreement or by law, despite the forbearance or indulgence.

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ARTICLE 13 – INDEPENDENT CONTRACTOR

13.01 The Contractor and Divert NS acknowledge and confirm that, in entering into this

Agreement, they are doing so as independent contractors, and, without restriction, nothing herein or otherwise shall constitute the parties as principal, agent, subcontractors, joint venturers, or partners.

ARTICLE 14 - INDEMNIFICATION

14.01 The Contractor shall and hereby does indemnify and save harmless and defend Divert

NS from and against all claims, demands, law suits, legal proceedings and the like (whether commenced in court or before an administrative tribunal) brought against Divert NS for any loss or damage to the property of third parties or any injury received, caused by or any act or omission of the Contractor, its employees or agents in connection with the Services provided pursuant to this Agreement, or otherwise.

ARTICLE 15 - ASSIGNMENT

15.01 This Agreement, or any portion thereof, may not be assigned by the Contractor without

first having the written consent of Divert NS, which consent shall not be unreasonably withheld. For the purpose of this sub-paragraph, an assignment includes:

(a) any arrangement that results in a change in control of the Contractor where

control means:

(i) the right to exercise a majority of the votes which may be put at a general meeting of a corporation; and

(ii) the right to elect or appoint, directly or indirectly, a majority of the directors of a corporation or other persons who have the right to manage or supervise the management of the affairs and business of the corporation; and

(b) any arrangement by the Contractor to sub-contract any portion of the terms or

services which are the subject matter of this Agreement.

ARTICLE 16 - ENTIRE AGREEMENT

16.01 This Agreement and the RFP and Amendments contains the entire understanding between the Parties hereto and supersedes any prior understandings and agreements between them respecting the subject matter contained herein provided that, in the event of any inconsistencies between the Agreement, RFP and Amendments, this Agreement shall prevail. There are no representations, agreements, arrangements or understandings, oral or written between the parties hereto which are not fully expressed herein. The provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only upon the written consent of all parties to this Agreement.

ARTICLE 17 - ENUREMENT

17.01 This Agreement shall be binding upon and shall enure to the benefit of the parties

hereto and their respective heirs, legal representatives, successors, administrators and assigns.

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ARTICLE 18 - SEVERABILITY

18.01 It is intended that each provision of this Agreement shall be viewed as separate and divisible, and in the event that any provision shall be held to be invalid, the remaining provisions shall continue to be in full force and effect.

ARTICLE 19 – NOTICE

19.01 Any written notice or communication to be given by any party to the other shall be

deemed to be duly given when served upon such party or sent by courier to such party addressed as follows:

To: Divert NS: Resource Recovery Fund Board, Incorporated

35 Commercial Street, Suite 400 Truro, NS B2N 3H9 Attention: Gilles Doucette, Director of Operations

To: Contractor Name of Company

Address Line 1 Address Line 2 Attention: Company Representative, Title

19.02 Any notice or communication served hereunder by courier shall be deemed to have

been given when actually received by the recipient. 19.03 Any party may at any time give notice in writing to the other of any change of address

of the party giving such notice and from and after the date of giving of such notice the address therein specified shall be deemed to be the address of such party for the giving of notices hereunder.

ARTICLE 20 - TIME IS OF THE ESSENCE

20.01 Time shall be of the essence of this Agreement.

ARTICLE 21 - GOVERNING LAW

21.01 This Agreement shall be construed in accordance with and governed by the laws of the Province of Nova Scotia.

ARTICLE 22 – ARBITRATION

22.01 In the event of differences between the parties to the Agreement as to the

interpretation, application or administration of this Agreement, such differences shall be settled by appointment of a single Arbitrator pursuant to and in accordance with the provisions of the Commercial Arbitration Act (Nova Scotia). The Contractor shall continue diligently to proceed with the work pending determination of any dispute. In the event the Contractor refuses to proceed diligently with the work or any portion thereof, the Contractor shall be directly responsible for all damages to Divert NS as a result of such stoppage and, in addition to any other right, Divert NS shall have the right to complete the work and to recover the cost of same from the Contractor and may deduct the cost from any payment then or thereafter due to the Contractor.

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ARTICLE 23 – COUNTERPART

23.01 This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart. A copy of a signed counterpart may be delivered by fax, PDF email or other electronic means which shows a reproduction of the signature and such shall be considered complete delivery and shall be deemed to be a signed original.

IN WITNESS WHEREOF the parties hereto have properly executed this Agreement as of the day and year first above written. SIGNED, SEALED, & DELIVERED ) in the presence of: ) )

) RESOURCE RECOVERY FUND BOARD, INCORPORATED, operating as Divert NS

) )

) _______________________________ ) Per: _________________________________ Witness )

) ) ) NAME OF COMPANY )

) ) _______________________________ ) Per: _________________________________ Witness )

)

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SCHEDULE “A”

Service Area and Listing of Authorized Pickup Locations

Service Area

Zone 1: Cape Breton:

Counties of Victoria, Inverness, Richmond and Cape Breton (all of CBRM) Listing of Authorized Pickup Locations To be provided to the successful proponent, attached to the Agreement and forming part of Schedule “A” Listing of Authorized Pickup Locations is subject to amendment from time to time by Divert NS.

SCHEDULE “B”

Designated Locations Regulated program materials must normally be delivered to one of the designated locations below

for processing/recycling as directed by Divert NS.

Designated Locations – Regulated Program Materials

Lafarge Canada Inc.

87 Cement Plant Road

Brookfield, NS B0N 1C0

Halifax C&D

24 Mills Drive

Goodwood, NS B3T 1P3

Voluntary program materials must be delivered to the designated location below for interim

storage/trans-shipping as directed by Divert NS.

Designated Location – Voluntary Program Materials

Divert NS Processing/Warehouse Facility

119 Mingo Road

Kemptown, NS B6L 2K4

Listing of Designated Locations is subject to amendment from time to time by Divert NS

SCHEDULE “C”

Fee for Services This schedule presents the Contractor’s Per PTE Price (Fee) for the Zone indicated:

Service Zone PTE Unit of Measure Per PTE Price

1 10 kg (22.05 lbs) CAD $______

The Fee shown above shall hold for the first three (3) years of the initial five (5) year Term of the Agreement and shall be subject to an annual adjustment in the fourth and fifth years of the Initial Term based on the Consumer Price Index (CPI) for Nova Scotia.

The Fee shown above is exclusive of HST.

No fuel surcharge or any other surcharge shall be applied to the Fee above.

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SCHEDULE “D”

RFP No. RRFB0077 and Amendments

SCHEDULE “E”

Contractor’s Proposal

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Appendix D

Proposal Evaluation Criteria

Section Criterion Relevance/ Maximum

Score

Minimum Score

Required

Proposal Page

Number

6.0 Proposal Requirements

6.1 Mandatory

6.1.1 Confirmation statement– shall sign contract within 10 days P/F

6.1.2 Pricing Response included in separate sealed envelope P/F

6.1.3 Evidence – PLPD insurance ($5M) P/F

6.1.4 Evidence – WCB insurance OR declaration of exempt status P/F

6.1.5 Evidence – ability to secure performance bond or line of credit ($50K) P/F

6.1.6 Confirmation statement – agree to credit check P/F

6.1.7 Conflict of interest disclosed or statement that there is no conflict P/F

6.1.8 Acceptance of Requirements form fully completed and signed P/F

6.2 Administrative

6.2.1 Full business registration profile OR submitted under personal name 2

6.2.2 Contact re: contractual/financial issues relating to response to RFP 2

6.2.3 Contact re: all matters relating to response to RFP 2

6.2.4 Written submission from two (2) references 12

6.2.5 Proposal format reflects substantial adherence to instructions provided 2

6.3 Technical Response

6.3.1 Detailed description of proposed equipment, including photos 30

6.3.2 Summary table of proposed personnel resources 10

6.3.3 Detailed description of health and safety program that meets legislation 10

6.3.4 Detailed description of experience and capabilities 40

6.3.5 Detailed contingency plan 30

6.3.6 Commitment to sustainable prosperity and sustainable service delivery 10

Subtotal A – Qualifying Score 150 90

6.4 Pricing Response

Zone 1 150

Combined Score – Zone 1 (Subtotal A + Pricing Response)

Zone 2 150

Combined Score – Zone 2 (Subtotal A + Pricing Response)

Zone 3 150

Combined Score – Zone 3 (Subtotal A + Pricing Response)

Zone 4 150

Combined Score – Zone 4 (Subtotal A + Pricing Response)

Interview – OPTIONAL

Adjustment to preliminary evaluation scores for Section 6.3 (+) or (-)

Maximum Final Score Possible per Zone 300

Legend: P/F = Pass/Fail

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Appendix E

Pricing Response

Name of Company/Individual: __________________________________________________

I/we hereby propose to provide tire collection services as described/required in this RFP for

the zone(s) indicated below (check only those that apply) and at the price(s) presented below.

Further, I/we acknowledge that the price(s) is/are presented in full recognition of the identified

Service Zones (Section 4.3), the Service Agreement and Term (Section 4.4), and Key

Considerations (Section 4.5) contained in this RFP and any issued amendments and are

presented exclusive of HST.

Additionally, I/we acknowledge that, if accepted by Divert NS, the price(s) presented below

shall hold for the first three years of the initial five-year term of any agreement(s) resulting from

this RFP and shall be subject to an annual adjustment in years four and five of the initial term

based on the Consumer Price Index (CPI) for Nova Scotia.

Zone Area Covered Per PTE Price

1 Cape Breton: Counties of Victoria, Inverness, Richmond and

Cape Breton Regional Municipality (CBRM) $

Zone Area Covered Per PTE Price

2 Eastern and Northern: Counties of Guysborough, Antigonish,

Pictou, Colchester, Cumberland and District of East Hants $

Zone Area Covered Per PTE Price

3

Valley, Western and South Shore: Counties of Kings, Annapolis, Digby, Yarmouth, Shelburne, Queens, Lunenburg and District of West Hants

$

Zone Area Covered Per PTE Price

4

Halifax Regional Municipality (HRM) $

Advisory: In addition to name, signature and date fields, at least one check box and

corresponding price box must be completed in order avoid disqualification. Not all check

boxes and corresponding price boxes need to be completed to be compliant.

Signature of Executive Sponsor: ______________________________

Date: _______________